<PAGE>

                                                                     Exhibit 4.2



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                             POGO PRODUCING COMPANY

                                       AND

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

                                     Trustee

                            ----------------------

                                    Indenture

                           Dated as of April 10, 2001

                            ----------------------

                                  $200,000,000

               8 1/4% Series A Senior Subordinated Notes due 2011

                                       and

               8 1/4% Series B Senior Subordinated Notes due 2011




--------------------------------------------------------------------------------
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               Page
<S>                                                                                                            <C>
ARTICLE I                    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.........................     1
         Section 1.1         Definitions.....................................................................     1
         Section 1.2         Definitions.....................................................................    30
         Section 1.3         Incorporation by Reference of Trust Indenture Act...............................    30
         Section 1.4         Construction....................................................................    31

ARTICLE II                   THE SECURITIES..................................................................    31
         Section 2.1         Forms Generally.................................................................    31
         Section 2.2         Title and Terms.................................................................    32
         Section 2.3         Denominations...................................................................    33
         Section 2.4         Execution, Authentication, Delivery and Dating..................................    33
         Section 2.5         Temporary Securities............................................................    34
         Section 2.6         Security Register and Depositary................................................    35
         Section 2.7         Transfer and Exchange...........................................................    35
         Section 2.8         Additional Provisions for Global Securities.....................................    40
         Section 2.9         Mutilated, Destroyed, Lost and Stolen Securities................................    40
         Section 2.10        Payment of Interest; Interest Rights Preserved..................................    41
         Section 2.11        Persons Deemed Owners...........................................................    42
         Section 2.12        Cancellation....................................................................    42
         Section 2.13        Computation of Interest.........................................................    43
         Section 2.14        CUSIP Numbers...................................................................    43

ARTICLE III                  SATISFACTION AND DISCHARGE......................................................    43
         Section 3.1         Satisfaction and Discharge of Indenture.........................................    43
         Section 3.2         Application of Trust Money......................................................    44

ARTICLE IV                   REMEDIES........................................................................    44
         Section 4.1         Events of Default...............................................................    44
         Section 4.2         Acceleration of Maturity; Rescission and Annulment..............................    46
         Section 4.3         Collection of Indebtedness and Suits for Enforcement by Trustee.................    47
         Section 4.4         Trustee May File Proofs of Claim................................................    48
         Section 4.5         Trustee May Enforce Claims Without Possession of Securities.....................    49
         Section 4.6         Application of Money Collected..................................................    49
         Section 4.7         Limitation on Suits.............................................................    50
         Section 4.8         Unconditional Right of Holders to Receive Principal, Premium and Interest.......    50
         Section 4.9         Restoration of Rights and Remedies..............................................    50
         Section 4.10        Rights and Remedies Cumulative..................................................    51
         Section 4.11        Delay or Omission Not Waiver....................................................    51
         Section 4.12        Control by Holders..............................................................    51
         Section 4.13        Waiver of Past Defaults.........................................................    51
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>                                                                                                            <C>
         Section 4.14        Waiver of Stay, Extension or Usury Laws........................................     52
         Section 4.15        Undertaking for Costs..........................................................     52

ARTICLE V                    THE TRUSTEE....................................................................     52
         Section 5.1         Notice of Defaults.............................................................     52
         Section 5.2         Certain Rights of Trustee......................................................     53
         Section 5.3         Trustee Not Responsible for Recitals or Issuance of Securities.................     54
         Section 5.4         May Hold Securities............................................................     54
         Section 5.5         Money Held in Trust............................................................     54
         Section 5.6         Compensation and Reimbursement.................................................     54
         Section 5.7         Corporate Trustee Required; Eligibility........................................     55
         Section 5.8         Conflicting Interests..........................................................     55
         Section 5.9         Resignation and Removal; Appointment of Successor..............................     56
         Section 5.10        Acceptance of Appointment by Successor.........................................     57
         Section 5.11        Merger, Conversion, Consolidation or Succession to Business....................     57
         Section 5.12        Preferential Collection of Claims Against Company..............................     58

ARTICLE VI                   HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..............................     58
         Section 6.1         Disclosure of Names and Addresses of Holders...................................     58
         Section 6.2         Reports By Trustee.............................................................     58
         Section 6.3         Reports by Company.............................................................     58

ARTICLE VII                  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE...........................     59
         Section 7.1         Company May Consolidate, etc., Only on Certain Terms...........................     59
         Section 7.2         Successor Substituted..........................................................     61

ARTICLE VIII                 SUPPLEMENTAL INDENTURES........................................................     61
         Section 8.1         Supplemental Indentures without Consent of Holders.............................     61
         Section 8.2         Supplemental Indentures with Consent of Holders................................     62
         Section 8.3         Execution of Supplemental Indentures...........................................     63
         Section 8.4         Effect of Supplemental Indentures..............................................     63
         Section 8.5         Conformity with Trust Indenture Act............................................     63
         Section 8.6         Reference in Securities to Supplemental Indentures.............................     63
         Section 8.7         Notice of Supplemental Indentures..............................................     64

ARTICLE IX                   COVENANTS......................................................................     64
         Section 9.1         Payment of Principal, Premium, if any, and Interest............................     64
         Section 9.2         Maintenance of Office or Agency................................................     64
         Section 9.3         Money for Security Payments to Be Held in Trust................................     65
         Section 9.4         Corporate Existence............................................................     66
         Section 9.5         Payment of Taxes and Other Claims..............................................     66
         Section 9.6         Maintenance of Properties......................................................     66
         Section 9.7         Insurance......................................................................     66
         Section 9.8         Statement by Officers as to Default............................................     67
         Section 9.9         Reports........................................................................     67
</TABLE>

                                     -ii-
<PAGE>

<TABLE>
<S>                                                                                                            <C>
         Section 9.10        Limitation on Restricted Payments..............................................     68
         Section 9.11        Limitation on Indebtedness.....................................................     72
         Section 9.12        Limitation on Non-Guarantor Restricted Subsidiaries............................     72
         Section 9.13        Limitation on Issuances and Sales of Restricted Subsidiary Capital Stock.......     73
         Section 9.14        Limitation on Liens............................................................     74
         Section 9.15        Change of Control..............................................................     74
         Section 9.16        Limitation on Disposition of Proceeds of Asset Sales...........................     75
         Section 9.17        Limitation on Transactions with Affiliates.....................................     78
         Section 9.18        Limitation on Dividends and Other Payment Restrictions Affecting Restricted
                             Subsidiaries...................................................................     78
         Section 9.19        Limitation on Other Senior Subordinated Indebtedness...........................     79
         Section 9.20        Limitation on Conduct of Business..............................................     79
         Section 9.21        Registration Rights Agreement..................................................     79
         Section 9.22        Waiver of Certain Covenants....................................................     80
         Section 9.23        Limitation of Applicability of Certain Covenants if Notes are Rated Investment
                             Grade..........................................................................     80

ARTICLE X                    REDEMPTION OF SECURITIES.......................................................     80
         Section 10.1        Right of Redemption............................................................     80
         Section 10.2        Applicability of Article.......................................................     80
         Section 10.3        Election to Redeem; Notice to Trustee..........................................     81
         Section 10.4        Selection by Trustee of Securities to Be Redeemed..............................     81
         Section 10.5        Notice of Redemption...........................................................     81
         Section 10.6        Deposit of Redemption Price....................................................     82
         Section 10.7        Securities Payable on Redemption Date..........................................     82
         Section 10.8        Securities Redeemed in Part....................................................     83

ARTICLE XI                   DEFEASANCE AND COVENANT DEFEASANCE.............................................     83
         Section 11.1        Company's Option to Effect Defeasance or Covenant Defeasance...................     83
         Section 11.2        Defeasance and Discharge.......................................................     83
         Section 11.3        Covenant Defeasance............................................................     84
         Section 11.4        Conditions to Defeasance or Covenant Defeasance................................     84
         Section 11.5        Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
                             Miscellaneous Provisions.......................................................     86
         Section 11.6        Reinstatement..................................................................     86

ARTICLE XII                  GUARANTEES.....................................................................     87
         Section 12.1        Unconditional Guarantee........................................................     87
         Section 12.2        Subsidiary Guarantors May Consolidate, etc. on Certain Terms...................     88
         Section 12.3        Release of a Subsidiary Guarantor..............................................     89
         Section 12.4        Limitation of Subsidiary Guarantor's Liability.................................     89
         Section 12.5        Contribution...................................................................     89
         Section 12.6        Execution and Delivery of Notation of Subsidiary Guarantee.....................     89
         Section 12.7        Severability...................................................................     90
         Section 12.8        Subsidiary Guarantees Subordinated to Guarantor Senior Indebtedness............     90
</TABLE>

                                     -iii-
<PAGE>

<TABLE>
<S>                                                                                                                    <C>
         Section 12.9        Subsidiary Guarantors Not to Make Payments with Respect to Subsidiary
                             Guarantees in Certain Circumstances....................................................     91
         Section 12.10       Guarantees Subordinated to Prior Payment of All Guarantor Senior Indebtedness
                             upon Dissolution, etc..................................................................     92
         Section 12.11       Holders to be Subrogated to Rights of Holders of Guarantor Senior Indebtedness.........     93
         Section 12.12       Obligations of the Subsidiary Guarantors Unconditional.................................     94
         Section 12.13       Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice................     94
         Section 12.14       Application by Trustee of Money Deposited with it......................................     95
         Section 12.15       Subordination Rights Not Impaired by Acts or Omissions of Subsidiary Guarantors
                             or Holders of Guarantor Senior Indebtedness............................................     95
         Section 12.16       Holders Authorize Trustee to Effectuate Subordination of Subsidiary Guarantees.........     96
         Section 12.17       Right of Trustee to Hold Guarantor Senior Indebtedness.................................     96
         Section 12.18       Article XII Not to Prevent Events of Default...........................................     96
         Section 12.19       Payment................................................................................     96

ARTICLE XIII                 SUBORDINATION OF SECURITIES............................................................     97
         Section 13.1        Securities Subordinate to Senior Indebtedness..........................................     97
         Section 13.2        Payment Over of Proceeds upon Dissolution, etc.........................................     97
         Section 13.3        Suspension of Payment When Senior Indebtedness in Default..............................     98
         Section 13.4        Trustee's Relation to Senior Indebtedness..............................................    100
         Section 13.5        Subrogation to Rights of Holders of Senior Indebtedness................................    100
         Section 13.6        Provisions Solely To Define Relative Rights............................................    101
         Section 13.7        Trustee To Effectuate Subordination....................................................    101
         Section 13.8        No Waiver of Subordination Provisions..................................................    101
         Section 13.9        Notice to Trustee......................................................................    102
         Section 13.10       Reliance on Judicial Order or Certificate of Liquidating Agent.........................    103
         Section 13.11       Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's
                             Rights.................................................................................    103
         Section 13.12       Article Applicable to Paying Agents....................................................    103
         Section 13.13       No Suspension of Remedies..............................................................    103

ARTICLE XIV                  MISCELLANEOUS..........................................................................    104
         Section 14.1        Compliance Certificates and Opinions...................................................    104
         Section 14.2        Form of Documents Delivered to Trustee.................................................    104
         Section 14.3        Acts of Holders........................................................................    105
         Section 14.4        Notices, etc. to Trustee, Company and Subsidiary Guarantors............................    106
         Section 14.5        Notice to Holders; Waiver..............................................................    106
         Section 14.6        Effect of Headings and Table of Contents...............................................    107
         Section 14.7        Successors and Assigns.................................................................    107
         Section 14.8        Separability Clause....................................................................    107
         Section 14.9        Benefits of Indenture..................................................................    107
         Section 14.10       Governing Law; Trust Indenture Act Controls............................................    107
         Section 14.11       Legal Holidays.........................................................................    108
         Section 14.12       No Recourse Against Others.............................................................    108
</TABLE>

                                     -iv-
<PAGE>

<TABLE>
<S>                                                                                                                     <C>
         Section 14.13       Duplicate Originals......................................................................   108
         Section 14.14       No Adverse Interpretation of Other Agreements............................................   108

EXHIBIT A                    FORM OF SECURITY.........................................................................     1

EXHIBIT B                    FORM OF NOTATION RELATING TO SUBSIDIARY  GUARANTEES......................................     1

EXHIBIT C                    CERTIFICATE TO BE DELIVERED UPON EXCHANGE  OR REGISTRATION OF TRANSFER OF
                             SECURITIES...............................................................................     1

EXHIBIT D                    TRANSFEREE LETTER OF REPRESENTATIONS.....................................................     1
</TABLE>

          NOTE: THIS TABLE OF CONTENTS SHALL NOT, FOR ANY PURPOSE, BE
                     DEEMED TO BE A PART OF THE INDENTURE.

                                      -v-
<PAGE>

                         Reconciliation and tie between
                    Trust Indenture Act of 1939 and Indenture

<TABLE>
<CAPTION>
  Trust Indenture                                                                           Indenture
    Act Section                                                                              Section
    -----------                                                                              -------
<S>                                                                                         <C>
(S) 310(a)(1)      .....................................................................      5.7
       (a)(2)      .....................................................................      5.7
       (b)         .....................................................................      5.7, 5.8
(S) 311(a)         .....................................................................      5.12
       (b)         .....................................................................      5.12
(S) 312(c)         .....................................................................      6.1
(S) 313(a)         .....................................................................      6.2
       (b)         .....................................................................      6.2
       (c)         .....................................................................      6.2, 6.3(c)
(S) 314(a)         .....................................................................      6.3, 9.9
       (a)(4)      .....................................................................      9.8(a)
       (c)(1)      .....................................................................      14.1
       (c)(2)      .....................................................................      14.1
       (d)         .....................................................................      14.1
       (e)         .....................................................................      14.1
(S) 315(a)         .....................................................................      5.2
       (b)         .....................................................................      5.1
       (c)         .....................................................................      5.2
       (d)         .....................................................................      5.2
       (e)         .....................................................................      4.14
(S) 316(a) (last
       sentence)   .....................................................................      1.1 ("Outstanding")
       (a)(1)(A)   .....................................................................      4.2, 4.12
       (a)(1)(B)   .....................................................................      4.13
       (b)         .....................................................................      4.8
       (c)         .....................................................................      14.3(d)
(S) 317(a)(1)      .....................................................................      4.3
       (a)(2)      .....................................................................      4.4
       (b)         .....................................................................      9.3
(S) 318(a)         .....................................................................      14.10(b)
</TABLE>

         NOTE: THIS RECONCILIATION AND TIE SHALL NOT, FOR ANY PURPOSE,
                   BE DEEMED TO BE A PART OF THE INDENTURE.

                                     -vi-
<PAGE>

         INDENTURE, dated as of April 10 2001 between POGO PRODUCING COMPANY, a
Delaware corporation (hereinafter called the "Company") and Wells Fargo Bank
Minnesota, National Association, trustee (hereinafter called the "Trustee").

                             RECITALS OF THE COMPANY

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's 8 1/4% Series A
Senior Subordinated Notes due 2011 (the "Series A Securities") and the Company's
8 1/4% Series B Senior Subordinated Notes due 2011 (the "Series B Securities"
and, collectively with the Series A Securities, the "Securities" or each, a
"Security").

         This Indenture shall be subject to the provisions of the Trust
Indenture Act that are required to be part of an indenture qualified thereunder
and shall, to the extent applicable, be governed by such provisions.

         All things necessary have been done to make the Securities, when
executed by the Company and authenticated and delivered hereunder and duly
issued by the Company, the valid obligations of the Company, and to make this
Indenture a valid agreement of the Company and the Trustee, in accordance with
their and its terms.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:

                                   ARTICLE I

         DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1       Definitions.

         "Acquired Indebtedness" means Indebtedness of a Person (a) assumed in
connection with an Asset Acquisition from such Person, (b) outstanding at the
time such Person becomes a Subsidiary of any other Person (other than any
Indebtedness incurred in connection with, or in contemplation of, such Asset
Acquisition or such Person becoming such a Subsidiary) or (c) any renewals,
extensions, substitutions, refinancings or replacements (each, for purposes of
this clause, a "refinancing") by the Company of any Indebtedness described in
clause (a) or (b) of this definition, including any successive refinancings, so
long as (i) any such new Indebtedness shall be in a principal amount that does
not exceed the principal amount (or, if such Indebtedness being refinanced
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration thereof, such lesser amount as of the
date of determination) so refinanced plus the amount of any premium required to
be paid in connection with such refinancing pursuant to the terms of the
Indebtedness refinanced or the amount of any premium reasonably determined by
the Company as necessary to accomplish such refinancing, plus the amount of
expenses of the Company incurred in connection with such refinancing, (ii) in

                                      -1-
<PAGE>

the case of any refinancing of Subordinated Indebtedness, such new Indebtedness
is made subordinate to the Securities at least to the same extent as the
Indebtedness being refinanced and (iii) such new Indebtedness has an Average
Life longer than the Average Life of the Securities and a final Stated Maturity
later than the final Stated Maturity of the Securities.

     "Act," when used with respect to any Holder, has the meaning specified in
Section 14.3.

     "Adjusted Consolidated Net Tangible Assets" means (without duplication), as
of the date of determination, (a) the sum of (i) discounted future net revenues
from proved oil and gas reserves of the Company and its Restricted Subsidiaries
calculated in accordance with SEC guidelines before any state or federal income
taxes, as audited by a nationally recognized firm of independent petroleum
engineers in a reserve report prepared as of the end of the Company's most
recently completed fiscal year, as increased by, as of the date of
determination, the estimated discounted future net revenues from (A) estimated
proved oil and gas reserves acquired since the date of such year-end reserve
report, and (B) estimated oil and gas reserves attributable to upward revisions
of estimates of proved oil and gas reserves since the date of such year-end
reserve report due to exploration, development or exploitation activities, in
each case calculated in accordance with SEC guidelines (using the prices used in
such year-end reserve report), and decreased by, as of the date of
determination, the estimated discounted future net revenues from (C) estimated
proved oil and gas reserves produced or disposed of since the date of such year-
end reserve report and (D) estimated oil and gas reserves attributable to
downward revisions of estimates of proved oil and gas reserves since the date of
such year-end reserve report due to changes in geological conditions or other
factors which would, in accordance with standard industry practice, cause such
revisions, in each case calculated in accordance with SEC guidelines (using the
prices used in such year-end reserve report); provided, that in the case of each
of the determinations made pursuant to clauses (A) through (D), such increases
and decreases shall be as estimated by the Company's petroleum engineers, except
that in the event there is a Material Change as a result of such acquisitions,
dispositions or revisions, then the discounted future net revenues used for
purposes of this clause (a)(i) shall be confirmed in writing by a nationally
recognized firm of independent petroleum engineers, (ii) the capitalized costs
that are attributable to oil and gas properties of the Company and its
Restricted Subsidiaries to which no proved oil and gas reserves are
attributable, based on the Company's books and records as of a date no earlier
than the date of the Company's latest annual or quarterly financial statements,
(iii) the Net Working Capital on a date no earlier than the date of the
Company's latest annual or quarterly financial statements and (iv) the greater
of (A) the net book value on a date no earlier than the date of the Company's
latest annual or quarterly financial statements or (B) the appraised value, as
estimated by independent appraisers, of other tangible assets (including,
without duplication, Investments in unconsolidated Restricted Subsidiaries) of
the Company and its Restricted Subsidiaries, as of the date no earlier than the
date of the Company's latest audited financial statements, minus (b) the sum of
(i) minority interests (other than a minority interest in a Subsidiary that is a
business trust or similar entity formed for the primary purpose of issuing
preferred securities the proceeds of which are loaned to the Company or a
Restricted Subsidiary), (ii) any net gas balancing liabilities of the Company
and its Restricted Subsidiaries reflected in the Company's latest audited
financial statements, (iii) to the extent included in (a)(i) above, the
discounted future net revenues, calculated in accordance with SEC guidelines
(using the prices used in the Company's most recent year-end reserve report),
attributable to reserves which are required to be delivered to third parties to
fully satisfy the

                                      -2-
<PAGE>

obligations of the Company and its Restricted Subsidiaries with respect to
Volumetric Production Payments on the schedules specified with respect thereto
and (iv) the discounted future net revenues, calculated in accordance with SEC
guidelines (using the prices used in the Company's most recent year-end reserve
report), attributable to reserves subject to Dollar-Denominated Production
Payments which, based on the estimates of production and price assumptions
included in determining the discounted future net revenues specified in (a)(i)
above, would be necessary to fully satisfy the payment obligations of the
Company and its Restricted Subsidiaries with respect to Dollar-Denominated
Production Payments on the schedules specified with respect thereto. If the
Company changes its method of accounting from the successful efforts method to
the full cost method or a similar method of accounting, "Adjusted Consolidated
Net Tangible Assets" will continue to be calculated as if the Company were still
using the successful efforts method of accounting.

     "Adjusted Net Assets" of a Subsidiary Guarantor at any date shall mean (a)
the amount by which the fair value of the Properties of such Subsidiary
Guarantor exceeds (b) the total amount of liabilities of such Subsidiary
Guarantor at such date including, without limitation, contingent liabilities
(after giving effect to all other fixed and contingent liabilities incurred or
assumed on such date), but excluding liabilities under its Subsidiary Guarantee.

     "Administrative Agent" means Bank of Montreal, acting through its Chicago,
Illinois branch, as administrative agent, or any successor or replacement
administrative agent, under the Credit Agreement.

     "Affiliate" means, with respect to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control," when used with respect to any Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of this definition, beneficial ownership of 10% or more of the voting
common equity (on a fully diluted basis) or options or warrants to purchase such
equity (but only if exercisable at the date of determination or within 60 days
thereof) of a Person shall be deemed to constitute control of such Person. No
Person shall be deemed an Affiliate of an oil and gas royalty trust solely by
virtue of ownership of units of beneficial interest in such trust.

     "Asset Acquisition" means (a) an Investment by the Company or any
Restricted Subsidiary in any other Person pursuant to which such Person shall
become a Restricted Subsidiary or any Restricted Subsidiary shall be merged with
or into the Company or any Restricted Subsidiary or (b) the acquisition by the
Company or any Restricted Subsidiary of the Properties of any Person which
constitute all or substantially all of the Properties of such Person or any
division or line of business of such Person.

     "Asset Sale" means any sale, issuance, conveyance, transfer, lease or other
disposition to any Person other than the Company or any of its Restricted
Subsidiaries (including by means of a Sale/Leaseback Transaction or by way of
merger or consolidation) (collectively, for purposes of this definition, a
"transfer"), directly or indirectly, in one or a series of related transactions,
of (a) any Capital Stock of any Restricted Subsidiary held by the Company or any
Restricted

                                      -3-
<PAGE>

Subsidiary, (b) the properties and assets of any division or line of business of
the Company or any of its Restricted Subsidiaries substantially as an entirety
or (c) any other Properties of the Company or any of its Restricted Subsidiaries
other than the sale, transfer or disposition in the ordinary course of business
of Cash Equivalents, inventory, Hedging Obligations and other financial
instruments, accounts receivable, hydrocarbons or other mineral products. For
the purposes of this definition, the term "Asset Sale" shall not include (i) any
transfer of Properties that is governed by, and made in accordance with, the
provisions of Article VII hereof, (ii) any transfer of Properties to any Person,
if permitted under Section 9.10 hereof, (iii) any trade or exchange of
properties and assets used in the Oil and Gas Business of the Company or any
Restricted Subsidiary or shares of Capital Stock in any Person in the Oil and
Gas Business owned by the Company or any Restricted Subsidiary for properties
and assets used in the Oil and Gas Business of any Person or shares of Capital
Stock in any Person owned or held by another Person, provided, that (A) the Fair
Market Value of the Properties traded or exchanged by the Company or such
Restricted Subsidiary (including any cash or Cash Equivalents, not to exceed 15%
of such Fair Market Value, to be delivered by the Company or such Restricted
Subsidiary) is reasonably equivalent to the Fair Market Value of the Properties
(together with any cash or Cash Equivalents, not to exceed 15% of such Fair
Market Value) to be received by the Company or such Restricted Subsidiary;
provided, that if such Fair Market Value is equal to or in excess of $40,000,000
the Company shall deliver to the Trustee a written appraisal by a nationally
recognized investment banking firm or appraisal firm, in each case specializing
or having a specialty in oil and gas Properties, and (B) such exchange is
approved by a majority of the Disinterested Directors or (iv) any transfer of
Properties in a single transaction or series of related transactions having a
Fair Market Value of less than $20,000,000.

     "Attributable Indebtedness" means, with respect to any particular lease
under which any Person is at the time liable and at any date as of which the
amount thereof is to be determined, the present value of the total net amount of
rent required to be paid by such Person under the lease during the primary term
thereof, without giving effect to any renewals at the option of the lessee,
discounted from the respective due dates thereof to such date of determination
at the rate of interest per annum implicit in the terms of the lease. As used in
the preceding sentence, the "net amount of rent" under any lease for any such
period shall mean the sum of rental and other payments required to be paid with
respect to such period by the lessee thereunder, excluding any amounts required
to be paid by such lessee on account of maintenance and repairs, insurance,
taxes, assessments, water rates or similar charges. In the case of any lease
which is terminable by the lessee upon payment of a penalty, such net amount of
rent shall also include the amount of such penalty, but no rent shall be
considered as required to be paid under such lease subsequent to the first date
upon which it may be so terminated.

     "Average Life" means, with respect to any Indebtedness, as at any date of
determination, the quotient obtained by dividing (a) the sum of the products of
(i) the number of years (and any portion thereof) from the date of determination
to the date or dates of each successive scheduled principal payment (including,
without limitation, any sinking fund or mandatory redemption payment
requirements) of such Indebtedness multiplied by (ii) the amount of each such
principal payment by (b) the sum of all such principal payments.

                                      -4-
<PAGE>

     "B8/32 Partners" means B8/32 Partners, Ltd., a corporation organized under
the laws of the Kingdom of Thailand, approximately 46% of the Capital Stock in
which is held by the Company on the date of this Indenture.

     "Board of Directors" means, (a) with respect to the Company, either the
board of directors or any properly constituted committee thereof that is (i)
authorized to take the action in question and (ii) comprised of members, a
majority of whom are not Officers or employees of the Company or any Subsidiary
of the Company and (b) with respect to any Restricted Subsidiary, the board of
directors of that Restricted Subsidiary or any properly constituted committee
thereof that is authorized to take the action in question.

     "Board Resolution" means, with respect to the Company, a copy of a
resolution certified by the Secretary or an Assistant Secretary of the Company
to have been duly adopted by its Board of Directors and to be in full force and
effect on the date of such certification, and delivered to the Trustee, and,
with respect to a Restricted Subsidiary, a copy of a resolution certified by the
Secretary or an Assistant Secretary of such Restricted Subsidiary to have been
duly adopted by its Board of Directors and to be in full force and effect on the
date of such certification, and delivered to the Trustee.

     "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in the Borough of Manhattan,
the City of New York, New York, or the city in which the Trustee's Corporate
Trust Office is located, are authorized or obligated by law or executive order
to close.

     "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations, rights in or other equivalents in the equity
interests (however designated) in such Person, and any rights (other than debt
securities convertible into an equity interest), warrants or options exercisable
for, exchangeable for or convertible into such an equity interest in such
Person.

     "Capitalized Lease Obligation" means any obligation to pay rent or other
amounts under a lease of (or other agreement conveying the right to use) any
property (whether real, personal or mixed) that is required to be classified and
accounted for as a capital lease obligation under GAAP, and, for the purpose of
this Indenture, the amount of such obligation at any date shall be the
capitalized amount thereof at such date, determined in accordance with GAAP.

     "Cash Equivalents" means (a) any evidence of Indebtedness with a maturity
of 365 days or less issued or directly and fully guaranteed or insured by the
United States of America or any agency or instrumentality thereof (provided,
that the full faith and credit of the United States of America is pledged in
support thereof), (b) demand and time deposits and certificates of deposit or
acceptances with a maturity of 365 days or less of any financial institution
that is a member of the Federal Reserve System having combined capital and
surplus and undivided profits of not less than $100,000,000 or any commercial
bank organized under the laws of any country other than the United States of
America that is a member of the Organization for Economic Cooperation and
Development ("OECD") and has total assets in excess of $100,000,000, (c)
commercial paper with a maturity of 365 days or less issued by a Person that is
not an Affiliate of the Company and is organized under the laws of any state of
the United States of America or

                                      -5-
<PAGE>

the District of Columbia and rated at least A-1 by S&P or at least P-1 by
Moody's (or, if at any time neither S&P nor Moody's shall be rating such
obligations, then from such other rating service as may be acceptable to the
Trustee), (d) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clause (a) above entered into
with any commercial bank meeting the specifications of clause (b) above, (e)
overnight bank deposits and bankers' acceptances at any commercial bank meeting
the qualifications specified in clause (b) above and (f) investments in money
market mutual or similar funds which have assets in excess of $500,000,000.

     "Change of Control" means the occurrence of any of the following events:
(a) the Company's properties and assets are sold or otherwise disposed of
substantially as an entirety on a consolidated basis to any Person or related
group of Persons in any one transaction or a series of related transactions; (b)
there shall be consummated any consolidation or merger of the Company (i) in
which the Company is not the continuing or surviving Person (other than a
consolidation or merger with a wholly owned Subsidiary of the Company in which
all shares of Common Stock outstanding immediately prior to the effectiveness
thereof are changed into or exchanged for the same number of shares of Common
Stock of such Subsidiary) or (ii) pursuant to which the Common Stock would be
converted into cash, securities or other property, in each case, other than a
consolidation or merger of the Company in which the holders of the Common Stock
immediately prior to the consolidation or merger have, directly or indirectly,
at least a majority of the Common Stock of the continuing or surviving Person
immediately after such consolidation or merger; or (c) any Person or any Persons
acting together which would constitute a "group" for purposes of Section
13(d)(3) of the Exchange Act (other than the Company, any Subsidiary of the
Company, any employee stock purchase plan, stock option plan or other stock
incentive plan or program, retirement plan or automatic dividend reinvestment
plan or any substantially similar plan of the Company or any Subsidiary of the
Company or any Person holding securities of the Company for or pursuant to the
terms of any such employee benefit plan), together with any Affiliates thereof,
shall acquire beneficial ownership (as defined in Rule 13d-3 under the Exchange
Act) of at least 50% of the Voting Stock of the Company.

     "Code" shall mean the Internal Revenue Code of 1986, as amended, as now or
hereafter in effect, together with all regulations and rulings thereof or
thereunder issued by the Internal Revenue Service.

     "Commission" or "SEC" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or, if at any time
after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

     "Common Stock" of any Person means Capital Stock of such Person that does
not rank prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.

     "Company" means the Person named as the "Company" in the first paragraph of
this Indenture, until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.

                                      -6-
<PAGE>

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman, its President, any Vice
President, its Treasurer or an Assistant Treasurer, and delivered to the
Trustee.

     "Consolidated Fixed Charge Coverage Ratio" means, for any period, the ratio
of (a) the sum of Consolidated Net Income, Consolidated Interest Expense,
Consolidated Income Tax Expense and Consolidated Non-cash Charges deducted in
computing Consolidated Net Income, in each case, for such period, of the Company
and its Restricted Subsidiaries on a consolidated basis, all determined in
accordance with GAAP, decreased (to the extent included in determining
Consolidated Net Income) by the sum of (i) the amount of deferred revenues that
are amortized during such period and are attributable to reserves that are
subject to Volumetric Production Payments and (ii) amounts recorded in
accordance with GAAP as repayments of principal and interest pursuant to Dollar-
Denominated Production Payments, to (b) the sum of such Consolidated Interest
Expense for such period; provided, that (A) in making such computation, the
Consolidated Interest Expense attributable to interest on any Indebtedness
required to be computed on a pro forma basis in accordance with clause (i) of
Section 9.11 hereof and bearing a floating interest rate shall be computed as if
the rate in effect on the date of computation had been the applicable rate for
the entire period, (B) in making such computation, the Consolidated Interest
Expense attributable to interest on any Indebtedness under a revolving credit
facility required to be computed on a pro forma basis in accordance with clause
(i) of Section 9.11 hereof shall be computed based upon the average daily
balance of such Indebtedness during the applicable period, provided, that such
average daily balance shall be reduced by the amount of any repayment of
Indebtedness under a revolving credit facility during the applicable period,
which repayment permanently reduced the commitments or amounts available to be
reborrowed under such facility, (C) notwithstanding clauses (A) and (B) of this
proviso, interest on Indebtedness determined on a fluctuating basis, to the
extent such interest is covered by agreements relating to Interest Rate
Protection Obligations, shall be deemed to have accrued at the rate per annum
resulting after giving effect to the operation of such agreements and (D) in
making such calculation, Consolidated Interest Expense shall exclude interest
attributable to Dollar-Denominated Production Payments.

     "Consolidated Income Tax Expense" means, for any period, the provision for
federal, state, local and foreign income taxes of the Company and its Restricted
Subsidiaries for such period as determined on a consolidated basis in accordance
with GAAP.

     "Consolidated Interest Expense" means, for any period, without duplication,
the sum of (a) the interest expense of the Company and its Restricted
Subsidiaries for such period as determined on a consolidated basis in accordance
with GAAP, including, without limitation, (i) any amortization of debt discount,
(ii) the net cost under Interest Rate Protection Obligations (including any
amortization of discounts), (iii) the interest portion of any deferred payment
obligation, (iv) all commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers' acceptance financing and (v) all
accrued interest, in each case to the extent attributable to such period, (b) to
the extent any Indebtedness of any Person (other than the Company or a
Restricted Subsidiary) is guaranteed by the Company or any Restricted
Subsidiary, the aggregate amount of interest paid or accrued by such other
Person during such period attributable to any such Indebtedness, in each case to
the extent attributable to that period, (c) the aggregate amount of the interest
component of Capitalized Lease Obligations paid,

                                      -7-
<PAGE>

accrued and/or scheduled to be paid or accrued by the Company and its Restricted
Subsidiaries during such period as determined on a consolidated basis in
accordance with GAAP and (d) the aggregate amount of dividends paid or accrued
on Redeemable Capital Stock or Preferred Stock of the Company and its Restricted
Subsidiaries, to the extent such Redeemable Capital Stock or Preferred Stock is
owned by Persons other than Restricted Subsidiaries.

     "Consolidated Net Income" means, for any period, the consolidated net
income (or loss) of the Company and its Restricted Subsidiaries for such period
as determined in accordance with GAAP, adjusted by excluding (a) net after-tax
extraordinary gains or losses (less all fees and expenses relating thereto), (b)
net after-tax gains or losses (less all fees and expenses relating thereto)
attributable to Asset Sales, (c) the net income (or net loss) of any Person
(other than the Company or any of its Restricted Subsidiaries), in which the
Company or any of its Restricted Subsidiaries has an ownership interest, except
to the extent of the amount of interest on indebtedness, dividends or other
distributions actually paid to the Company or its Restricted Subsidiaries in
cash by such other Person during such period (regardless of whether such cash
interest on indebtedness, dividends or other distributions is attributable to
net income (or net loss) of such Person during such period or during any prior
period), (d) net income (or net loss) of any Person combined with the Company or
any of its Restricted Subsidiaries on a "pooling of interests" basis
attributable to any period prior to the date of combination, (e) the net income
of any Restricted Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary is not at the
date of determination permitted, directly or indirectly, by operation of the
terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that Restricted
Subsidiary or its stockholders, (f) income resulting from transfers of assets
received by the Company or any Restricted Subsidiary from an Unrestricted
Subsidiary, (g) any write-downs of non-current assets (provided, however, that
any ceiling limitation write-downs under SEC guidelines shall be treated as
capitalized costs, as if such write-downs had not occurred), (h) unrealized
losses under derivative instruments included in the determination of
Consolidated Net Income, including those resulting from the application of FAS
133, (i) the cumulative effect of a change in accounting principles and (j)
charges to consolidated net income resulting from variable based equity
compensation arrangements.

     "Consolidated Net Worth" means, at any date, the consolidated stockholders'
equity of the Company less the amount of such stockholders' equity attributable
to Redeemable Capital Stock or treasury stock of the Company and its Restricted
Subsidiaries, as determined in accordance with GAAP.

     "Consolidated Non-cash Charges" means, for any period, the aggregate
depreciation, depletion, amortization, impairment and other non-cash expenses of
the Company and its Restricted Subsidiaries reducing Consolidated Net Income for
such period, determined on a consolidated basis in accordance with GAAP
(excluding any such non-cash charge which requires an accrual of or reserve for
cash charges for any future period).

     "Corporate Trust Office" means the principal corporate trust office of the
Trustee, at which at any particular time its corporate trust business shall be
administered, which office at the date of execution of this Indenture is located
at 213 Court Street, Suite 902, Middletown, CT 06457, Attention: Corporate Trust
Services.

                                      -8-
<PAGE>

     "Credit Agreement" means the Credit Agreement dated as of March 8, 2001,
among the Company, as the borrower, certain commercial lending institutions,
Bank of Montreal, acting through its Chicago, Illinois branch, as the
administrative agent, Toronto Dominion (Texas), Inc., as syndication agent, BNP
Paribas, as documentation agent, and Bank of America, N.A. and Fleet National
Bank, as managing agents, including any notes, swing-line notes, letters of
credit, pledge agreements and other documents executed in connection therewith,
as such agreement has been and may be amended, modified, supplemented, extended,
restated, replaced (including replacement after the termination of such
agreement), restructured, increased, renewed or refinanced from time to time in
one or more credit agreements, loan agreements, instruments or similar
agreements, whether or not with the same lenders or agents, as such may be
further amended, modified, supplemented, extended, restated, replaced (including
replacement after the termination of such agreement), restructured, increased,
renewed or refinanced from time to time.

     "Credit Agreement Obligations" means all monetary obligations of every
nature of the Company or a Restricted Subsidiary, including without limitation,
obligations to pay principal and interest, reimbursement obligations under
letters of credit, fees, expenses and indemnities, from time to time owed to the
lenders or any agent under or in respect of the Credit Agreement.

     "Default" means any event, act or condition that is, or after notice or
passage of time or both would be, an Event of Default.

     "Definitive Securities" means Securities that are in the form set forth in
Exhibit A attached hereto (but without including the paragraph referred to in
the footnote on page A-2 thereof).

     "Depositary" means with respect to the Securities issuable or issued in
whole or in part in global form, the Person specified in Section 2.6 hereof as
the Depositary with respect to the Securities, until a successor shall have been
appointed and become such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

     "Designated Guarantor Senior Indebtedness" means, with respect to a
Subsidiary Guarantor, (a) all Guarantor Senior Indebtedness of such Subsidiary
Guarantor under the Credit Agreement Obligations and (b) any other Guarantor
Senior Indebtedness which (i) at the time of incurrence equals or exceeds
$50,000,000 in aggregate principal amount and (ii) is specifically designated by
such Subsidiary Guarantor in the instrument evidencing such Guarantor Senior
Indebtedness as "Designated Guarantor Senior Indebtedness" for purposes of this
Indenture.

     "Designated Senior Indebtedness" means (a) all Senior Indebtedness
constituting Credit Agreement Obligations and (b) any other Senior Indebtedness
which (i) at the time of incurrence equals or exceeds $50,000,000 in aggregate
principal amount and (ii) is specifically designated by the Company in the
instrument evidencing such Senior Indebtedness as "Designated Senior
Indebtedness" for purpose of this Indenture.

     "Disinterested Director" means, with respect to any transaction or series
of transactions in respect of which the Board of Directors is required to
deliver its resolution under this

                                      -9-
<PAGE>

Indenture, a member of the Board of Directors who does not have any material
direct or indirect financial interest (other than an interest arising solely
from the beneficial ownership of Capital Stock of the Company) in or with
respect to such transaction or series of transactions.

     "Dollar-Denominated Production Payments" means production payment
obligations recorded as liabilities in accordance with GAAP, together with all
undertakings and obligations in connection therewith.

     "Event of Default" has the meaning specified in Section 4.1 hereto.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, and any successor act thereto.

     "Exchange Offer" means the offer by the Company to the Holders of all
outstanding Transfer Restricted Securities to exchange all such outstanding
Transfer Restricted Securities held by such Holders for Series B Securities, in
an aggregate principal amount equal to the aggregate principal amount of the
Transfer Restricted Securities tendered in such exchange offer by such Holders.

     "Fair Market Value" means the fair market value of any Property as
determined in good faith (a) by the Board of Directors if the fair market value
of such Property, as evidenced by a Board Resolution, is $20 million or more, or
(b) by an Officer of the Company if the fair market value of such Property, as
evidenced by an Officers' Certificate, is less than $20 million which
determination shall be conclusive for purposes of this Indenture. Unless
specifically required by the terms of this Indenture, no valuation or assessment
from any investment banker, appraiser or other third party shall be required to
be obtained in connection with either determination contemplated by the first
sentence of this definition of Fair Market Value.

     "Federal Bankruptcy Code" means the United States Bankruptcy Code of Title
11 of the United States Code, as amended from time to time.

     "Foreign Asset Sale" means an Asset Sale by a Foreign Subsidiary or an
Asset Sale by the Company or any of its Restricted Subsidiaries of any asset
located outside the United States of America.

     "Foreign Subsidiary" means (a) any Restricted Subsidiary engaged in the Oil
and Gas Business having the majority of its operations outside the United States
of America, irrespective of its jurisdiction of organization, and (b) any other
Restricted Subsidiary whose assets (excluding any cash and Cash Equivalents)
consist exclusively of Capital Stock or Indebtedness of one or more Restricted
Subsidiaries described in clause (a) of this definition.

     "GAAP" means generally accepted accounting principles, consistently
applied, that are set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements finally approved or adopted by the Financial
Accounting Standards Board or in such other statements by such other entity as
may be approved by a significant segment of the accounting profession of the
United States of America, which are applicable or in full force and effect as of
the date of this Indenture.

                                     -10-
<PAGE>

     "Global Security" means a Security that is issued in global form in the
name of Cede & Co. or such other name as may be requested by an authorized
representative of the Depositary and that contains the paragraph referred to in
the footnote on page A-2 of, and the additional schedule referred to in, the
form of Security attached hereto as Exhibit A.

     "guarantee" by any Person means any obligation, contingent or otherwise, of
such Person guaranteeing or having the economic effect of guaranteeing any
Indebtedness of any other Person (the "primary obligor") in any manner, whether
directly or indirectly, and including, without limitation, any Lien on the
assets of such Person securing obligations of the primary obligor and any
obligation of such Person (a) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Indebtedness or to purchase (or to advance or
supply funds for the purchase or payment of) any security for the payment of
such Indebtedness, (b) to purchase Property, securities or services for the
purpose of assuring the holder of such Indebtedness of the payment of such
Indebtedness, or (c) to maintain working capital, equity capital or other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness; provided, however, that a
guarantee by any Person shall not include (i) endorsements by such Person for
collection or deposit, in either case, in the ordinary course of business or
(ii) a contractual commitment by one Person to invest in another Person for so
long as such Investment is reasonably expected to constitute a Permitted
Investment. When used as a verb, "guarantee" shall have a corresponding meaning.

     "Guarantor Senior Indebtedness" means all Indebtedness of a Subsidiary
Guarantor created, incurred, assumed or guaranteed by such Subsidiary Guarantor
(and all renewals, substitutions, refinancings or replacements thereof)
(including the principal of, interest on and fees, premiums, expenses (including
costs of collection), indemnities and other amounts payable in connection with
such Indebtedness) (and including, in the case of the Credit Agreement, interest
accruing after the filing of a petition by or against such Subsidiary Guarantor
under any bankruptcy law, in accordance with and at the rate, including any
default rate, specified with respect to such Indebtedness, whether or not a
claim for such interest is allowed as a claim after such filing in any
proceeding under such bankruptcy law), unless the instrument governing such
Indebtedness expressly provides that such Indebtedness is not senior in right of
payment to its Subsidiary Guarantee. Notwithstanding the foregoing, Guarantor
Senior Indebtedness of a Subsidiary Guarantor will not include (a) Indebtedness
of such Subsidiary Guarantor evidenced by its Subsidiary Guarantee, (b)
Indebtedness of such Subsidiary Guarantor that is expressly subordinated or
junior in right of payment to any Guarantor Senior Indebtedness of such
Subsidiary Guarantor or its Subsidiary Guarantee, (c) Indebtedness which, when
incurred and without respect to any election under Section 1111(b) of Title 11
United States Code, is by its terms without recourse to such Subsidiary
Guarantor or Non-Recourse Indebtedness, (d) any repurchase, redemption or other
obligation in respect of Redeemable Capital Stock of such Subsidiary Guarantor,
(e) to the extent it might constitute Indebtedness, any liability for federal,
state, local or other taxes owed or owing by such Subsidiary Guarantor, (f)
Indebtedness of such Subsidiary Guarantor to the Company or any of the Company's
other Subsidiaries or any other Affiliate of the Company or any of such
Affiliate's Subsidiaries, and (g) that portion of any Indebtedness of such
Subsidiary Guarantor which at the time of issuance is issued in violation of
this Indenture (but, as to any such Indebtedness, no such violation shall be
deemed to exist for purposes of this clause (g) if the holder(s) of such
Indebtedness or their representative or such Subsidiary Guarantor shall have
furnished to the Trustee an Opinion of Counsel, addressed to the

                                     -11-
<PAGE>

Trustee (which counsel may, as to matters of fact, rely upon a certificate of
such Subsidiary Guarantor) to the effect that the incurrence of such
Indebtedness does not violate the provisions of such Indenture); provided, that
the foregoing exclusions shall not affect the priorities of any Indebtedness
arising solely by operation of law in any case or proceeding or similar event
described in clause (a), (b) or (c) of the definition of "Insolvency or
Liquidation Proceedings."

     "Hedging Obligations" means obligations of any Person arising out of
hedging transactions entered into in the ordinary course of business, including,
without limitation, swaps, options, forward sales and futures contracts entered
into in connection with interest rates, currencies and energy-related
commodities.

     "Holder" or "Noteholder" means a Person in whose name a Security is
registered in the Security Register.

     "Indebtedness" means, with respect to any Person, without duplication, (a)
all liabilities of such Person for borrowed money or for the deferred purchase
price of property or services, excluding any trade accounts payable and other
accrued current liabilities incurred in the ordinary course of business, but
including, without limitation, all obligations, contingent or otherwise, of such
Person in connection with any letters of credit or bankers' acceptance and in
connection with any agreement to purchase, redeem, exchange, convert or
otherwise acquire for value any Capital Stock of such Person, or any warrants,
rights or options to acquire such Capital Stock, now or hereafter outstanding,
if, and to the extent, any of the foregoing would appear as a liability upon a
balance sheet of such Person prepared in accordance with GAAP, (b) all
obligations of such Person evidenced by bonds, notes, debentures or other
similar instruments, if, and to the extent, any of the foregoing would appear as
a liability upon a balance sheet of such Person prepared in accordance with
GAAP, (c) all Indebtedness of such Person created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even if the rights and remedies of the seller or lender
under such agreement in the event of default are limited to repossession or sale
of such property), but excluding trade accounts payable arising in the ordinary
course of business, (d) all Capitalized Lease Obligations of such Person, (e)
the Attributable Indebtedness (in excess of any related Capitalized Lease
Obligations) related to any Sale/Leaseback Transaction of such Person, (f) all
Indebtedness referred to in the preceding clauses of other Persons and all
dividends of other Persons, the payment of which is secured by (or for which the
holder of such Indebtedness has an existing right, contingent or otherwise, to
be secured by) any Lien upon property (including, without limitation, accounts
and contract rights) owned by such Person, even though such Person has not
assumed or become liable for the payment of such Indebtedness (the amount of
such obligation being deemed to be the lesser of the value of such property or
asset or the amount of the obligation so secured), (g) all guarantees by such
Person of Indebtedness referred to in this definition (including, with respect
to any Production Payment, any warranties, promises or other assurances of
production or payment by such Person with respect to such Production Payment but
excluding other contractual obligations of such Person with respect to such
Production Payment), (h) all Redeemable Capital Stock of such Person valued at
the greater of its voluntary or involuntary maximum fixed repurchase price plus
accrued dividends, (i) all obligations of such Person under or in respect of
currency exchange contracts and Interest Rate Protection Obligations and (j) any
amendment, supplement, modification, deferral, renewal, extension or refunding
of any liability of such Person of the types referred to in clauses (a) through
(i) above.

                                     -12-
<PAGE>

For purposes hereof, the "maximum fixed repurchase price" of any Redeemable
Capital Stock which does not have a fixed repurchase price shall be calculated
in accordance with the terms of such Redeemable Capital Stock as if such
Redeemable Capital Stock were purchased on any date on which Indebtedness shall
be required to be determined pursuant to this Indenture, and if such price is
based upon, or measured by, the fair market value of such Redeemable Capital
Stock, such fair market value shall be determined in good faith by the board of
directors of the issuer of such Redeemable Capital Stock, provided, however,
that if such Redeemable Capital Stock is not at the date of determination
permitted or required to be repurchased, the "maximum fixed repurchase price"
shall be the book value of such Redeemable Capital Stock. Subject to clause (g)
of the first sentence of this definition, neither Dollar-Denominated Production
Payments nor Volumetric Production Payments shall be deemed to be Indebtedness.

     "Indenture" means this instrument as originally executed and as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof.

     "Initial Purchaser" means Merrill Lynch & Co. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as initial purchaser in the Offering.

     "Insolvency or Liquidation Proceeding" means, with respect to any Person,
(a) an insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization proceeding or other similar case or proceeding in
connection therewith, relating to such Person or to its creditors, as such, or
its assets, (b) any liquidation, dissolution or other winding-up of such Person,
whether voluntary or involuntary, or (c) any assignment for the benefit of
creditors or any other marshaling of assets and liabilities of such Person.

     "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.

     "Interest Rate Protection Obligations" means the obligations of any Person
pursuant to any arrangement with any other Person whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such Person
calculated by applying a fixed or a floating rate of interest on the same
notional amount and includes, without limitation, interest rate swaps, caps,
floors, collars and similar agreements or arrangements designed to protect
against or manage such Person's and any of its Subsidiaries' exposure to
fluctuations in interest rates.

     "Investment" means, with respect to any Person, any direct or indirect
advance, loan, guarantee of Indebtedness or other extension of credit or capital
contribution to (by means of any transfer of cash or other property or assets to
others or any payment for property, assets or services for the account or use of
others), or any purchase or acquisition by such Person of any Capital Stock,
bonds, notes, debentures or other securities (including derivatives) or
evidences of Indebtedness issued by, any other Person. In addition, the Fair
Market Value of the net assets of any Restricted Subsidiary at the time that
such Restricted Subsidiary is designated an Unrestricted Subsidiary shall be
deemed to be an "Investment" made by the Company in such Unrestricted Subsidiary
at such time. "Investments" shall exclude (a) extensions of trade credit

                                     -13-
<PAGE>

on commercially reasonable terms in accordance with normal trade practices and
(b) Interest Rate Protection Obligations entered into in the ordinary course of
business or as required by any Permitted Indebtedness, Permitted Subsidiary
Indebtedness or any Indebtedness incurred in compliance with Section 9.11
hereof, but only to the extent that the notional principal amount of such
Interest Rate Protection Obligations does not exceed 105% of the principal
amount of such Indebtedness to which such Interest Rate Protection Obligations
relate, (c) bonds, notes, debentures or other securities received as a result of
Asset Sales permitted under Section 9.16 hereof and (d) guarantees of
performance or other obligations (other than Indebtedness) arising in the
ordinary course in the Oil and Gas Business, including obligations under oil and
gas exploration, development, joint operating, and related agreements and
licenses or concessions related to the Oil and Gas Business.

     "Investment Grade" means a rating of BBB- or higher by S&P and Baa3 or
higher by Moody's or the equivalent of such ratings by S&P and Moody's.

     "Lien" means any mortgage, charge, pledge, lien (statutory or other),
security interest, hypothecation, assignment for security, claim, or preference
or priority or other encumbrance or similar agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
agreement to give or grant a Lien or any lease, conditional sale or other title
retention agreement having substantially the same economic effect as any of the
foregoing) upon or with respect to any property of any kind; provided, however,
"Lien" shall not include rights created in a third Person in connection with the
creation by the Company or a Subsidiary of a Production Payment. A Person shall
be deemed to own subject to a Lien any property which such Person has acquired
or holds subject to the interest of a vendor or lessor under any conditional
sale agreement, capital lease or other title retention agreement.

     "Material Change" means an increase or decrease (excluding changes that
result solely from changes in prices) of more than 50% during a fiscal quarter
in the estimated discounted future net cash flows from proved oil and gas
reserves of the Company and its Restricted Subsidiaries, calculated in
accordance with clause (a) (i) of the definition of Adjusted Consolidated Net
Tangible Assets; provided, however, that the following estimated discounted
future net cash flows will be excluded from the calculation of Material Change:
(i) any acquisitions during the quarter of oil and gas reserves that have been
audited by a nationally recognized firm of independent petroleum engineers and
on which a report or reports exist and (ii) any disposition of properties held
at the beginning of such quarter that have been disposed of as provided in
Section 9.16 hereof.

     "Material Restricted Subsidiary" means, at any particular time, (a) any
Subsidiary Guarantor and (b) any other Restricted Subsidiary that, together with
its Subsidiaries, (i) accounted for more than 10% of the consolidated revenues
of the Company and its Restricted Subsidiaries for the most recently completed
fiscal year of the Company or (ii) was the owner of more than 10% of the
consolidated assets of the Company and its Restricted Subsidiaries at the end of
such fiscal year, all as shown in the case of (i) and (ii) on the consolidated
financial statements of the Company and its Restricted Subsidiaries for such
fiscal year.

     "Maturity" means, with respect to any Security, the date on which any
principal of such Security becomes due and payable as provided therein or
herein, whether at the Stated Maturity

                                     -14-
<PAGE>

with respect to such principal or by declaration of acceleration, call for
redemption or purchase or otherwise.

     "Moody's" means Moody's Investors Service, Inc. and its successors.

     "Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds
thereof received by the Company or any Restricted Subsidiary in the form of cash
or Cash Equivalents (including payments in respect of deferred payment
obligations when received in the form of cash or Cash Equivalents (except to the
extent that such obligations are financed or sold with recourse to the Company
or any Restricted Subsidiary)), net of (a) brokerage commissions and other fees
and expenses (including fees and expenses of engineers, legal counsel,
accountants and investment banks) related to such Asset Sale, (b) provisions for
all taxes payable as a result of such Asset Sale, (c) amounts required to be
paid (i) to any minority interest holder or other Person (other than the Company
or any Restricted Subsidiary) owning a beneficial interest in the assets subject
to the Asset Sale or (ii) in respect of any Indebtedness (other than
Indebtedness under the Credit Agreement) secured by a Lien on any of the
Properties that were the subject of such Asset Sale and (d) appropriate amounts
to be provided by the Company or any Restricted Subsidiary, as the case may be,
as a reserve required in accordance with GAAP consistently applied against any
liabilities associated with such Asset Sale and retained by the Company or any
Restricted Subsidiary, as the case may be, after such Asset Sale, including,
without limitation, pension and other post-employment benefit liabilities,
liabilities related to environmental matters and liabilities under any
indemnification obligations associated with such Asset Sale, all as reflected in
an Officers' Certificate delivered to the Trustee; provided, however, that any
amounts remaining after adjustments, revaluations or liquidations of such
reserves shall constitute Net Cash Proceeds. Notwithstanding the foregoing, to
the extent that any or all of the Net Cash Proceeds of any Foreign Asset Sale is
prohibited or delayed from being repatriated to the United States of America
pursuant to applicable local law despite reasonable effort by the Company or
such Restricted Subsidiary to exclude or release those funds from such
restrictions, the portion of such Net Cash Proceeds so affected shall be deemed
excluded from Net Cash Proceeds so long as the applicable local law does not
permit repatriation to the United States of America. Once repatriation of those
funds is permitted under the applicable local law, those funds shall then
constitute Net Cash Proceeds and be subject to Section 9.16 as if the subject
Foreign Asset Sale had occurred on the date that such repatriation became
permissible under applicable local law. Furthermore, to the extent that the
Board of Directors of the Company determines, in good faith, that repatriation
of any or all of the Net Cash Proceeds of any Foreign Asset Sale would have a
material adverse tax consequence to the Company, the funds so affected shall be
excluded from Net Cash Proceeds until such time as the Board of Directors shall
determine that such material adverse tax consequences no longer exist, whereupon
those funds shall then constitute Net Cash Proceeds and be subject to Section
9.16 as if the subject Foreign Asset Sale had occurred on the date that the
Board of Directors makes the determination that such tax consequences no longer
exist.

     "Net Working Capital" means (a) all current assets of the Company and its
Restricted Subsidiaries, minus (b) all current liabilities of the Company and
its Restricted Subsidiaries, except current liabilities included in
Indebtedness, in each case as set forth in financial statements of the Company
prepared in accordance with GAAP.

                                     -15-
<PAGE>

     "Non-payment Default" means, for purposes of Article XIII hereof, any event
(other than a Payment Default) the occurrence of which entitles one or more
Persons to act to accelerate the maturity of any Designated Senior Indebtedness.

     "Non-Recourse Indebtedness" means Indebtedness or that portion of
Indebtedness of the Company or a Restricted Subsidiary incurred in connection
with the acquisition by the Company or a Restricted Subsidiary of any property
or assets and as to which (a) the holders of such Indebtedness agree that they
will look solely to the property or assets so acquired and securing such
Indebtedness for payment on or in respect of such Indebtedness and (b) no
default with respect to such Indebtedness would permit (after notice or passage
of time or both), according to the terms of any other Indebtedness of the
Company or a Restricted Subsidiary, any holder of such other Indebtedness to
declare a default under such other Indebtedness or cause the payment of such
other Indebtedness to be accelerated or payable prior to its stated maturity.

     "Note Obligations" means any principal of, premium, if any, and interest
on, and any other amounts (including, without limitation, any payment
obligations with respect to the Securities as a result of any Asset Sale, Change
of Control or redemption) owing in respect of, the Securities payable pursuant
to the terms of the Securities or this Indenture or upon acceleration of the
Securities.

     "Offering" means the offering of the Series A Securities pursuant to the
Offering Memorandum.

     "Offering Memorandum" means the Offering Memorandum of the Company, dated
April 4, 2001, relating to the Offering.

     "Officer" means, with respect to any Person, the Chairman of the Board, the
President, a Vice President, the Chief Financial Officer, the Treasurer or an
Assistant Treasurer of such Person or any individual holding a similar or
greater position of authority within the organization of such Person or, if such
Person is a limited partnership, within the organization of the general partner
of such limited partnership, including, without limitation, the manager or
managing member of a limited liability company or a director or managing
director of a foreign subsidiary.

     "Officers' Certificate" means a certificate delivered to the Trustee signed
by the Chairman, the President, a Vice President or the Chief Financial Officer,
and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of the Company.

     "Oil and Gas Business" means (a) the acquisition, exploration,
exploitation, development, operation and disposition of interests in oil, gas
and other hydrocarbon properties, (b) the gathering, marketing, treating,
processing, storage, refining, selling and transporting of any production from
such interests or properties, (c) any business relating to or arising from
exploration for or exploitation, development, production, treatment, processing,
storage, refining, transportation or marketing of oil, gas and other minerals
and products produced in association therewith, (d) any other related energy
business, including any power generation and electrical transmission business in
a jurisdiction outside North America where fuel required by such business is
supplied, directly or indirectly, from hydrocarbons produced substantially from
properties in which the Company or its Restricted Subsidiaries, directly or
indirectly, participates

                                     -16-
<PAGE>

and (e) any activity necessary, appropriate or incidental to the activities
described in the foregoing clauses (a) through (d) of this definition.

     "Opinion of Counsel" means a written opinion of legal counsel for the
Company (or any Subsidiary Guarantor, if applicable), including an employee of
the Company (or any Subsidiary Guarantor, if applicable), who is reasonably
acceptable to the Trustee.

     "Outstanding," when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except:

          (a) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

          (b) Securities or portions thereof, for whose payment or redemption
money in the necessary amount has been theretofore deposited with the Trustee or
any Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Securities; provided, that if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made;

          (c) Securities, except to the extent provided in Sections 11.2 and
11.3 hereof, with respect to which the Company has effected defeasance and/or
covenant defeasance as provided in Article XI hereof; and

          (d) Securities which have been paid pursuant to Section 2.9 hereof or
in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that such Securities are held by a bona fide purchaser in whose hands the
Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, consent, notice or waiver hereunder, and for the
purpose of making the calculations required by TIA Section 313, Securities owned
by the Company, any Subsidiary Guarantor or any other obligor upon the
Securities, or any Affiliate of the Company, any Subsidiary Guarantor or such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making such
calculation or in relying upon any such request, demand, authorization,
direction, consent, notice or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company, any Subsidiary Guarantor or any other obligor upon the
Securities, or any Affiliate of the Company, any Subsidiary Guarantor, or such
other obligor.

     "Pari Passu Indebtedness" means (a) the Company's 10 3/8% Senior
Subordinated Notes due 2009 issued under the Indenture dated as of January 15,
1999 between the Company and State Street Bank and Trust Company, (b) the
Company's 8 3/4% Senior Subordinated Notes due

                                     -17-
<PAGE>

2007 issued under the Indenture dated as of May 15, 1997 between the Company and
Fleet National Bank (now State Street Bank and Trust Company), as Trustee, and
(c) any other Indebtedness of the Company that is pari passu in right of payment
to the Notes.

     "Paying Agent" means any Person (including the Company acting as Paying
Agent) authorized by the Company to pay the principal of (and premium, if any,
on) or interest on any Securities on behalf of the Company.

     "Payment Default" means any default in the payment when due (whether at
Stated Maturity, upon scheduled repayment, upon acceleration or otherwise) of
principal of (or premium, if any, on) or interest on, or of unreimbursed amounts
under any drawn letter of credit or fees relating to any letter of credit
constituting, any Designated Senior Indebtedness.

     "Permitted Guarantor Junior Securities" means, with respect to any
Subsidiary Guarantor, debt or equity securities of such Subsidiary Guarantor or
any successor corporation provided for or by a plan of reorganization or
readjustment that are subordinated at least to the same extent that such
Subsidiary Guarantee is subordinated to the payment of all Guarantor Senior
Indebtedness of such Subsidiary Guarantor when outstanding, so long as the
effect of any exclusion employing this definition is not to cause such
Subsidiary Guarantee to be treated in any case or proceeding or similar event
described in clause (a), (b) or (c) of the definition of Insolvency or
Liquidation Proceeding as part of the same class of claims as Guarantor Senior
Indebtedness of such Subsidiary Guarantor or any class of claims pari passu
with, or senior to, Guarantor Senior Indebtedness of such Subsidiary Guarantor,
for any payment or distribution; provided, that (a) if a new corporation results
from such reorganization or readjustment, such corporation assumes any Guarantor
Senior Indebtedness of such Subsidiary Guarantor not paid in full in cash or
Cash Equivalents in connection with such reorganization or readjustment and (b)
the rights of the holders of such Guarantor Senior Indebtedness are not, without
the consent of such holders, altered by such reorganization or readjustment.

     "Permitted Indebtedness" means any of the following:

          (a) Indebtedness of the Company under one or more bank credit or
revolving credit facilities in an aggregate principal amount at any one time
outstanding not to exceed (i) the greater of (A) $515,000,000 and (B) an amount
equal to the sum of (1) $400,000,000 and (2) 10% of Adjusted Consolidated Net
Tangible Assets determined as of the date of the most recent quarterly
consolidated financial statements of the Company and its Restricted
Subsidiaries, less (ii) the amount of Net Cash Proceeds applied to reduce
Indebtedness pursuant to Section 9.16 hereof (together with interest and fees
under such facilities, the "Maximum Credit Amount," with the Maximum Credit
Amount being an aggregate maximum amount for the Company and all Guarantor
Subsidiaries, pursuant to clause (a) of the definition of "Permitted Subsidiary
Indebtedness"), and any renewals, amendments, extensions, supplements,
modifications, deferrals, refinancings or replacements (each, for purposes of
this clause, a "refinancing") thereof by the Company, including any successive
refinancings thereof by the Company, so long as the aggregate principal amount
of any such new Indebtedness, together with the aggregate principal amount of
all other Indebtedness outstanding pursuant to this clause (a) (and clause (a)
of the definition of "Permitted Subsidiary Indebtedness"), shall not at any one
time exceed the Maximum Credit Amount;

                                     -18-
<PAGE>

          (b) Indebtedness of the Company under the Securities;

          (c) Indebtedness of the Company outstanding on the date of this
Indenture (and not repaid or defeased with the proceeds of the Offering);

          (d) obligations of the Company pursuant to Interest Rate Protection
Obligations, but only to the extent the notional principal amount of such
obligations does not exceed 105% of the aggregate principal amount of the
Indebtedness covered by such Interest Rate Protection Obligations; obligations
under currency exchange contracts entered into in the ordinary course of
business; and Hedging Obligations;

          (e) Indebtedness of the Company to any Restricted Subsidiaries or
B8/32 Partners and guarantees by the Company of Permitted Subsidiary
Indebtedness;

          (f) in-kind obligations relating to net oil or gas balancing positions
arising in the ordinary course of business and consistent with past practice;

          (g) Indebtedness in respect of bid, performance or surety bonds issued
or other reimbursement obligations for the account of the Company in the
ordinary course of business, including guarantees and letters of credit
supporting such Indebtedness in respect of bid, performance, surety bonds or
other reimbursement obligations (in each case other than for an obligation for
money borrowed);

          (h) Non-Recourse Indebtedness;

          (i) Indebtedness incurred in respect of any letters of credit in the
ordinary course of business of the Company or reimbursement obligations in
respect thereof;

          (j) any renewals, extensions, substitutions, refinancings or
replacements (each, for purposes of this clause, a "refinancing") by the Company
of any Indebtedness of the Company described in clause (b) or (c) above,
including any successive refinancings by the Company, so long as (i) any such
new Indebtedness shall be in a principal amount that does not exceed the
principal amount (or, if such Indebtedness being refinanced provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration thereof, such lesser amount as of the date of
determination) so refinanced, plus the amount of any premium required to be paid
in connection with such refinancing pursuant to the terms of the Indebtedness
refinanced or the amount of any premium reasonably determined by the Company as
necessary to accomplish such refinancing, plus the amount of expenses of the
Company incurred in connection with such refinancing, and (ii) in the case of
any refinancing of Subordinated Indebtedness, such new Indebtedness is made
subordinate to the Securities at least to the same extent as the Indebtedness
being refinanced and (iii) such new Indebtedness has an Average Life equal to or
longer than the Average Life of the Indebtedness being refinanced and a final
Stated Maturity equal to or later than the final Stated Maturity of the
Indebtedness being refinanced;

          (k) other Indebtedness of the Company in an aggregate principal amount
not in excess of $40,000,000 at any one time outstanding.

                                     -19-
<PAGE>

     "Permitted Investments" means any of the following:

          (a) Investments in Cash Equivalents;

          (b) Investments in the Company or any of its Restricted Subsidiaries
or B8/32 Partners;

          (c) Investments by the Company or any of its Restricted Subsidiaries
in another Person, if as a result of such Investment (i) such other Person
becomes a Restricted Subsidiary of the Company or (ii) such other Person is
merged or consolidated with or into, or transfers or conveys all or
substantially all of its properties and assets to, the Company or a Restricted
Subsidiary;

          (d) entry into operating agreements, partnership agreements, joint
ventures, working interests, royalty interests, mineral leases, processing
agreements, farm-out agreements, contracts for the sale, transportation or
exchange of oil and natural gas, unitization agreements, pooling arrangements,
area of mutual interest agreements, development agreements, joint ownership
arrangements and other similar or customary agreements, transactions,
properties, interests, and arrangements, whether or not any such Investment
involves or results in the creation of a legal entity, and Investments and
expenditures in connection therewith or pursuant thereto, in each case made or
entered into in the ordinary course of the Company or its Restricted
Subsidiaries' Oil and Gas Business;

          (e) entry into any arrangement pursuant to which the Company or any of
its Restricted Subsidiaries may incur Hedging Obligations; and

          (f) other Investments having an aggregate fair market value (measured
on the date each such Investment was made without giving effect to subsequent
changes in value), when taken together with all other Investments made pursuant
to this clause (f) that are at the time outstanding (net of repayments,
dividends and distributions received with respect to such Investments), not to
exceed $50,000,000 at any one time outstanding.

          "Permitted Junior Securities" means debt or equity securities of the
Company or any successor corporation provided for or by a plan of reorganization
or readjustment that are subordinated at least to the same extent that the
Securities are subordinated to the payment of all Senior Indebtedness when
outstanding, so long as the effect of any exclusion employing this definition is
not to cause the Securities to be treated in any case or proceeding or similar
event described in clause (a), (b) or (c) of the definition of Insolvency or
Liquidation Proceeding as part of the same class of claims as Senior
Indebtedness or any class of claims pari passu with, or senior to, Senior
Indebtedness, for any payment or distribution; provided, that (a) if a new
corporation results from such reorganization or readjustment, such corporation
assumes any Senior Indebtedness not paid in full in cash or Cash Equivalents in
connection with such reorganization or readjustment and (b) the rights of the
holders of such Senior Indebtedness are not, without the consent of such
holders, altered by such reorganization or readjustment.

     "Permitted Liens" means the following types of Liens:

          (a) Liens existing as of the date the Securities are first issued;

                                     -20-
<PAGE>

          (b) Liens securing the Securities;

          (c) Liens in favor of the Company or a Subsidiary Guarantor;

          (d) Liens securing any Senior Indebtedness or Guarantor Senior
Indebtedness;

          (e) Liens for taxes, assessments and governmental charges or claims
either (i) not delinquent or (ii) contested in good faith by appropriate
proceedings and as to which the Company or its Restricted Subsidiaries shall
have set aside on its books such reserves as may be required pursuant to GAAP;

          (f) statutory Liens of landlords and Liens of carriers, warehousemen,
mechanics, suppliers, materialmen, repairmen and other Liens imposed by law
incurred in the ordinary course of business for sums not delinquent or being
contested in good faith, if such reserve or other appropriate provision, if any,
as shall be required by GAAP shall have been made in respect thereof;

          (g) Liens incurred and deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of social security and Liens incurred and deposits made to secure
the payment or performance of tenders, statutory or regulatory obligations,
surety and appeal bonds, bids, leases, government contracts and leases, trade
contracts (other than to secure an obligation for borrowed money), performance
and return of money bonds and other similar obligations (exclusive of
obligations for the payment of borrowed money but including lessee and operator
obligations under statutes, governmental regulations or instruments related to
the ownership, exploration and production of oil, gas and minerals on state,
federal or foreign lands or waters);

          (h) pre-judgment Liens and judgment Liens not giving rise to an Event
of Default so long as any appropriate legal proceedings which may have been duly
initiated for the review of such judgment shall not have been finally terminated
or the period within which such proceeding may be initiated shall not have
expired;

          (i) any interest or title of a lessor under any Capitalized Lease
Obligation or operating lease;

          (j) Liens resulting from the deposit of funds or evidences of
Indebtedness in trust for the purpose of defeasing Indebtedness of the Company
or any of the Subsidiaries; customary Liens for the fees, costs and expenses of
trustees and escrow agents pursuant to the indenture, escrow agreement or other
similar agreement establishing such trust or escrow arrangement; and Liens
pursuant to merger agreements, stock purchase agreements, asset sale agreements
and similar agreements (i) limiting the transfer of properties and assets
pending consummation of the subject transaction and (ii) in respect of earnest
money deposits, good faith deposits, purchase price adjustment escrows or
similar deposits or escrow arrangements made or established thereunder;

          (k) Liens securing any Hedging Obligations of the Company or any
Restricted Subsidiary;

                                     -21-
<PAGE>

          (l) Liens upon specific items of inventory or other goods and proceeds
of any Person securing such Person's obligations in respect of bankers'
acceptances issued or created for the account of such Person to facilitate the
purchase, shipment or storage of such inventory or other goods;

          (m) Liens securing reimbursement obligations with respect to
commercial letters of credit which encumber documents and other property
relating to such letters of credit and products and proceeds thereof;

          (n) Liens encumbering property or assets under construction arising
from progress or partial payments by a customer of the Company or its Restricted
Subsidiaries relating to such property or assets and Liens to secure
Indebtedness used to finance all or a part of the construction of property or
assets used by the Company or any of its Restricted Subsidiaries in the Oil and
Gas Business, provided, that such Liens do not extend to any other property or
assets owned by the Company or its Restricted Subsidiaries;

          (o) Liens encumbering deposits made to secure obligations arising from
statutory, regulatory, contractual or warranty requirements of the Company or
any of its Restricted Subsidiaries, including rights of offset and set-off;

          (p) Liens securing Interest Rate Protection Obligations which Interest
Rate Protection Obligations relate to Indebtedness that is secured by Liens
otherwise permitted under this Indenture;

          (q) Liens on, or related to, properties or assets to secure all or
part of the costs incurred in the ordinary course of business for the
exploration, drilling, development or operation thereof;

          (r) Liens on pipeline or pipeline facilities which arise out of
operation of law;

          (s) Liens arising under operating agreements, partnership agreements,
joint ventures, working interests, royalty interests, mineral leases, processing
agreements, farm-out agreements, contracts for the sale, transportation or
exchange of oil and natural gas, unitization agreements, pooling arrangements,
area of mutual interest agreements, development agreements, joint ownership
arrangements and other similar or customary agreements, transactions,
properties, interests and arrangements, whether or not any of same involves or
results in the creation of a legal entity, in each case entered into in the
ordinary course of the Company or its Restricted Subsidiaries' Oil and Gas
Business;

          (t) Liens reserved in oil and gas mineral leases for bonus or rental
payments and for compliance with the terms of such leases;

          (u) Liens constituting survey exceptions, encumbrances, easements, or
reservations of, or rights to others for, rights-of-way, zoning restrictions and
other similar charges and encumbrances as to the use of real properties, and
minor defects of title which, in the case of any of the foregoing, were not
incurred or created to secure the payment of borrowed money or the deferred
purchase price of Property or services, and in the aggregate do not

                                     -22-
<PAGE>

interfere in any material respect with the ordinary conduct of the business of
the Company or its Restricted Subsidiaries;

          (v) rights reserved to or vested in any municipality or governmental,
statutory or public authority by the terms of any right, power, franchise,
grant, license or permit, or by any provision of law, to terminate such right,
power, franchise, grant, license or permit or to purchase, condemn, expropriate
or recapture or to designate a purchaser of any of the property of such Person;
rights reserved to or vested in any municipality or governmental, statutory or
public authority to control or regulate any property of such Person, or to use
such property in a manner which does not materially impair the use of such
property for the purposes for which it is held by such Person; any obligation or
duties affecting the property of such Person to any municipality or
governmental, statutory or public authority with respect to any franchise,
grant, license or permit;

          (w) Liens securing Non-Recourse Indebtedness; provided, however, that
the related Non-Recourse Indebtedness shall not be secured by any property or
assets of the Company or any Restricted Subsidiary other than the property and
assets acquired by the Company with the proceeds of such Non-Recourse
Indebtedness; and

          (x) Liens securing Acquired Indebtedness; provided, however, that any
such lien extends only to the properties or assets that were subject to such
Lien prior to the related acquisition by the Company or such Restricted
Subsidiary and was not created, incurred or assumed in contemplation of such
transaction.

Notwithstanding anything in clauses (a) through (x) of this definition, the term
"Permitted Liens" does not include any Liens resulting from the creation,
incurrence, issuance, assumption or guarantee of any Production Payments other
than Production Payments that are created, incurred, issued, assumed or
guaranteed in connection with the financing of, and within 30 days after, the
acquisition of the Properties are subject thereto.

     "Permitted Subsidiary Indebtedness" means any of the following:

          (a) Indebtedness of any Guarantor Subsidiary under one or more bank
credit or revolving credit facilities (and "refinancings" thereof) in an amount
at any one time outstanding not to exceed the Maximum Credit Amount (in the
aggregate for all Guarantor Subsidiaries and the Company, pursuant to clause (a)
of the definition of "Permitted Indebtedness");

          (b) Indebtedness of any Restricted Subsidiary outstanding on the date
of this Indenture;

          (c) obligations of any Restricted Subsidiary pursuant to Interest Rate
Protection Obligations, but only to the extent the notional principal amount of
such obligations does not exceed 105% of the aggregate principal amount of the
Indebtedness covered by such Interest Rate Protection Obligations; and Hedging
Obligations of any Restricted Subsidiary;

          (d) the Subsidiary Guarantees (and any assumption of the obligations
guaranteed thereby);

                                     -23-
<PAGE>

          (e)  Indebtedness of any Restricted Subsidiary relating to guarantees
by such Restricted Subsidiary of Permitted Indebtedness;

          (f)  in-kind obligations relating to net oil or gas balancing
positions arising in the ordinary course of business and consistent with past
practice;

          (g)  Indebtedness in respect of bid, performance or surety bonds or
other reimbursement obligations issued for the account of any Restricted
Subsidiary in the ordinary course of business, including guarantees and letters
of credit supporting such Indebtedness in respect of bid, performance, surety
bonds or other reimbursement obligations (in each case other than for an
obligation for money borrowed);

          (h)  Indebtedness of any Restricted Subsidiary to any other Restricted
Subsidiary, to B8/32 Partners or to the Company;

          (i)  Indebtedness relating to guarantees by any Restricted Subsidiary
permitted to be incurred pursuant to Section 9.12(a) hereof;

          (j)  Indebtedness incurred in respect of letters of credit in the
ordinary course of business of any Restricted Subsidiary or reimbursement
obligation in respect thereof;

          (k)  Non-Recourse Indebtedness;

          (l)  any renewals, extensions, substitutions, refinancings or
replacements (each, for purposes of this clause, a "refinancing") by any
Restricted Subsidiary of any Indebtedness of such Restricted Subsidiary,
including any successive refinancings by such Restricted Subsidiary, so long as
(i) any such new Indebtedness shall be in a principal amount that does not
exceed the principal amount (or, if such Indebtedness being refinanced provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration thereof, such lesser amount as of the date of
determination) so refinanced plus the amount of any premium required to be paid
in connection with such refinancing pursuant to the terms of the Indebtedness
refinanced or the amount of any premium reasonably determined by such Restricted
Subsidiary as necessary to accomplish such refinancing, plus the amount of
expenses of such Subsidiary incurred in connection with such refinancing and
(ii) such new Indebtedness has an Average Life equal to or longer than the
Average Life of the Indebtedness being refinanced and a final Stated Maturity
equal to or later than the final Stated Maturity of the Indebtedness being
refinanced; and

          (m)  other Indebtedness incurred by one or more Restricted
Subsidiaries that are not Guarantor Subsidiaries in an aggregate principal
amount not to exceed $50,000,000 at any time outstanding.

     "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and,

                                     -24-
<PAGE>

for the purposes of this definition, any Security authenticated and delivered
under Section 2.9 hereof in exchange for a mutilated security or in lieu of a
lost, destroyed or stolen Security shall be deemed to evidence the same debt as
the mutilated, lost, destroyed or stolen Security.

     "Preferred Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated) of such
Person's preferred or preference stock, whether now outstanding or issued after
the date of this Indenture, including, without limitation, all classes and
series of preferred or preference stock of such Person.

     "Production Payments" means, collectively, Dollar-Denominated Production
Payments and Volumetric Production Payments.

     "Property" means, with respect to any Person, any interest of such Person
in any kind of property or asset, whether real, personal or mixed, or tangible
or intangible, including, without limitation, Capital Stock in any other Person.

     "Public Market" exists at any time with respect to the Qualified Capital
Stock of the Company if such Qualified Capital Stock of the Company is then (a)
registered with the Commission pursuant to Section 12(b) or 12(g) of the
Exchange Act and (b) traded either on a national securities exchange or on the
NASDAQ Stock Market.

     "Qualified Capital Stock" of any Person means any and all Capital Stock of
such Person other than Redeemable Capital Stock.

     "Qualified Redemption Transaction" means a call for redemption of any
Capital Stock or Subordinated Indebtedness (including any Subordinated
Indebtedness accounted for as a minority interest of the Company that is held by
a Subsidiary that is a business trust or similar entity formed for the primary
purpose of issuing preferred securities the proceeds of which are loaned to the
Company or a Restricted Subsidiary) that by its terms is convertible into Common
Stock of the Company if on the date of notice of such call for redemption (a) a
Public Market exists in the shares of Common Stock of the Company and (b) the
average closing price on the Public Market for shares of Common Stock of the
Company for the twenty trading days immediately preceding the date of such
notice exceeds 120% of the conversion price per share (determined by reference
to the redemption price) of Common Stock of the Company issuable upon conversion
of the Capital Stock or Subordinated Indebtedness called for redemption.

     "Redeemable Capital Stock" means any class or series of Capital Stock that,
either by its terms, by the terms of any security into which it is convertible
or exchangeable or by contract or otherwise, is, or upon the happening of an
event or passage of time would be, required to be redeemed prior to 91 days
after the final Stated Maturity of the Securities or is redeemable at the option
of the holder thereof at any time prior to 91 days after such final Stated
Maturity, or is convertible into or exchangeable for debt securities at any time
prior to 91 days after such final Stated Maturity.

     "Redemption Date," when used with respect to any Security to be redeemed,
in whole or in part, means the date fixed for such redemption by or pursuant to
this Indenture.

                                     -25-
<PAGE>

     "Redemption Price," when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

     "Registrable Securities" shall have the meaning assigned to such term in
the Registration Rights Agreement.

     "Registration Rights Agreement" means that certain Registration Rights
Agreement dated as of April 10 2001, among the Company and the Initial
Purchaser.

     "Regular Record Date" for the interest payable on any Interest Payment Date
means the April 1 or October 1 (whether or not a Business Day, as the case may
be), next preceding each such Interest Payment Date.

     "Responsible Officer," when used with respect to the Trustee, means any
officer in the corporate trust department of the Trustee and also means, with
respect to a particular corporate trust matter, any other officer of the Trustee
to whom such matter is referred because of his knowledge of and familiarity with
the particular subject.

     "Restricted Subsidiary" means any Subsidiary of the Company, whether
existing on or after the date of this Indenture, unless such Subsidiary of the
Company is an Unrestricted Subsidiary or is designated as an Unrestricted
Subsidiary pursuant to the terms of this Indenture.

     "S&P" means Standard and Poor's Ratings Services, a division of The McGraw-
Hill Companies, Inc., and its successors.

     "Sale/Leaseback Transaction" means with respect to any Person, any direct
or indirect arrangement pursuant to which properties or assets are sold or
transferred by such Person or a Subsidiary of such Person and are thereafter
leased back from the purchaser or transferee thereof by such Person or one of
its Subsidiaries, other than (a) a transaction whereby property or assets are
sold or transferred by the Company or any of its Restricted Subsidiaries to any
Affiliate of the Company or pursuant to any Permitted Investment constituting a
joint ownership arrangement, which property or assets are leased back, directly
or indirectly, to the Company, any Affiliate of the Company or to the
constituent parties to any such joint venture arrangement, (b) temporary leases
for a term, including renewals at the option of the lessee, of not more than
five years and (c) leases between the Company and a Restricted Subsidiary or
between Restricted Subsidiaries.

     "Securities" means the Series A Securities and the Series B Securities
treated as a single class of Securities.

     "Securities Act" means the Securities of 1933, as amended, or any successor
statute.

     "Security Custodian" means the Trustee, as custodian with respect to the
Global Securities, or any successor entity thereto.

     "Senior Indebtedness" means the principal of, premium, if any, and interest
on any Indebtedness of the Company (including, in the case of the Credit
Agreement, interest accruing after the filing of a petition by or against the
Company under any bankruptcy law, in accordance

                                     -26-
<PAGE>

with and at the rate, including any default rate, specified with respect to such
indebtedness, whether or not a claim for such interest is allowed as a claim
after such filing in any proceeding under such bankruptcy law), whether
outstanding on the date of this Indenture or thereafter created, incurred or
assumed, unless, in the case of any particular Indebtedness, the instrument
creating or evidencing the same or pursuant to which the same is outstanding
expressly provides that such Indebtedness shall not be senior in right of
payment to the Securities. Notwithstanding the foregoing, "Senior Indebtedness"
shall not include (a) Indebtedness evidenced by the Securities, (b) Indebtedness
that is expressly subordinate or junior in right of payment to any Senior
Indebtedness of the Company, (c) Indebtedness which, when incurred and without
respect to any election under Section 1111(b) of Title 11 United States Code, is
by its terms without recourse to the Company or which is Non-Recourse
Indebtedness, (d) any repurchase, redemption or other obligation in respect of
Redeemable Capital Stock of the Company, (e) to the extent it might constitute
Indebtedness, any liability for federal, state, local or other taxes owed or
owing by the Company, (f) Indebtedness of the Company to a Subsidiary of the
Company or any other Affiliate of the Company or any of such Affiliate's
Subsidiaries, and (g) that portion of any Indebtedness of the Company which at
the time of issuance is issued in violation of this Indenture (but, as to any
such Indebtedness, no such violation shall be deemed to exist for purposes of
this clause (g) if the holder(s) of such Indebtedness or their representative or
the Company shall have furnished to the Trustee an Opinion of Counsel addressed
to the Trustee (which counsel may, as to matters of fact, rely upon a
certificate of the Company) to the effect that the incurrence of such
Indebtedness does not violate the provisions of such Indenture); provided, that
the foregoing exclusions shall not affect the priorities of any Indebtedness
arising solely by operation of law in any case or proceeding or similar event
described in clause (a), (b) or (c) of the definition of "Insolvency or
Liquidation Proceeding."

     "Senior Representative" means the Administrative Agent or any other
representatives designated in writing to the Trustee of the holders of any class
or issue of Designated Senior Indebtedness; provided, in the absence of a
representative of the type described above, any holder or holders of a majority
of the principal amount outstanding of any class or issue of Designated Senior
Indebtedness may collectively act as Senior Representative for such class or
issue, subject to the provisions of any agreements relating to such Designated
Senior Indebtedness.

     "Series A Securities" means the Company's 8 1/4% Series A Senior Notes due
2011 to be issued pursuant to this Indenture.

     "Series B Securities" means the Company's 8 1/4% Series B Senior Notes due
2011 to be issued pursuant to this Indenture in the Exchange Offer.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 2.10 hereof.

     "Stated Maturity" means, when used with respect to any Security or any
installment of interest thereon, the date specified in such Security as the
fixed date on which the principal of such Security or such installment of
interest is due and payable and, when used with respect to any other
Indebtedness or any installment of interest thereon, means the date specified in
the

                                     -27-
<PAGE>

instrument evidencing or governing such Indebtedness as the fixed date on which
the principal of such Indebtedness or such installment of interest is due and
payable.

     "Subordinated Indebtedness" means (a) the Company's 5 1/2% Convertible
Subordinated Notes due 2006 issued under the Indenture dated as of June 15,
1996, between the Company and Fleet National Bank (now State Street Bank and
Trust Company), as Trustee, (b) the Company's 6 1/2% Junior Subordinated
Debentures due 2029 issued under the Indenture dated as of June 1, 1999, between
the Company and Wilmington Trust Company, as Trustee, and (c) other Indebtedness
of the Company which, by its terms, is subordinated in right of payment to the
Notes.

      "Subsidiary" means, with respect to any Person, a corporation,
partnership, limited liability company, association or other business entity a
majority of whose Voting Stock is at the time, directly or indirectly, owned by
such Person, by one or more Subsidiaries of such Person or by such Person and
one or more Subsidiaries thereof. For purposes of the foregoing definition, an
arrangement by which a Person who owns an interest in an oil and gas property is
subject to a joint operating agreement, processing agreement, net profits
interest, overriding royalty interest, farmout agreement, development agreement,
area of mutual interest agreement, joint bidding agreement, unitization
agreement, pooling arrangement or other similar agreement or arrangement shall
not, in and of itself, be considered a Subsidiary.

     "Subsidiary Guarantee" means any guarantee of the Securities by any
Restricted Subsidiary in accordance with Section 9.12 hereof.

     "Subsidiary Guarantor" means each of the Company's Restricted Subsidiaries
that becomes a guarantor of the Securities in compliance with the provisions of
Section 9.12 hereof or otherwise executes a supplemental indenture in which such
Subsidiary agrees to be bound by the terms of this Indenture and to guarantee on
a senior subordinated basis the payment of the Securities pursuant to the
provisions of Article XII hereof.

     "Transfer Restricted Securities" means the Registrable Securities under the
Registration Rights Agreement.

     "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as
amended and in force at the date as of which this Indenture was executed, except
as provided in Section 8.5 hereof.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this Indenture, and its successors and assigns, until a successor Trustee shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter "Trustee" shall mean such successor Trustee.

     "Unrestricted Subsidiary" means (a) Pogo Trust I, a Delaware business
trust, and any other Subsidiary of the Company that at the time of determination
will similarly be designated an Unrestricted Subsidiary by the Board of
Directors as provided below and (b) any Subsidiary of an Unrestricted
Subsidiary. The Board of Directors may designate any Subsidiary of the Company
as an Unrestricted Subsidiary so long as (i) neither the Company nor any
Restricted Subsidiary is directly or indirectly liable pursuant to the terms of
any Indebtedness of such

                                     -28-
<PAGE>

Subsidiary, (ii) no default with respect to any Indebtedness of such Subsidiary
would permit (upon notice, lapse of time or otherwise) any holder of any other
Indebtedness of the Company or any Restricted Subsidiary to declare a default on
such other Indebtedness or cause the payment thereof to be accelerated or
payable prior to its stated maturity, (iii) neither the Company nor any
Restricted Subsidiary has made an Investment in such Subsidiary unless such
Investment was made pursuant to, and in accordance with, Section 9.10 hereof
(other than Investments of the type described in clause (d) of the definition of
"Permitted Investments"), and (iv) such designation shall not result in the
creation or imposition of any Lien on any of the Properties of the Company or
any Restricted Subsidiary (other than any Permitted Lien or any Lien the
creation or imposition of which shall have been in compliance with Section 9.14
hereof); provided, however, that with respect to clause (i), the Company or a
Restricted Subsidiary may be liable for Indebtedness of an Unrestricted
Subsidiary if (A) such liability constituted a Permitted Investment or a
Restricted Payment permitted by Section 9.10 hereof, in each case at the time of
incurrence, or (B) the liability would be a Permitted Investment at the time of
designation of such Subsidiary as an Unrestricted Subsidiary. Any such
designation by the Board of Directors shall be evidenced to the Trustee by
filing a Board Resolution of the Company with the Trustee giving effect to such
designation. For the avoidance of doubt, it is understood that Pogo Trust I
referred to above, at the time of its designation as an Unrestricted Subsidiary,
satisfied the foregoing conditions as would any substantially similar
Subsidiaries of the Company formed to engage in similar activities as Pogo Trust
I. The Board of Directors may designate any Unrestricted Subsidiary as a
Restricted Subsidiary if, immediately after giving effect to such designation,
(1) no Default or Event of Default shall have occurred and be continuing, (2)
the Company could incur $1.00 of additional Indebtedness (other than Permitted
Indebtedness) under Section 9.11 hereof and (3) if any of the Properties of the
Company or any of its Restricted Subsidiaries would upon such designation become
subject to any Lien (other than a Permitted Lien), the creation or imposition of
such Lien shall have been in compliance with Section 9.14 hereof.

     "Vice President," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

     "Volumetric Production Payments" means production payment obligations
recorded as deferred revenue in accordance with GAAP, together with all
undertakings and obligations in connection therewith.

     "Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to vote in the election of the board of directors, managers or
trustees of any Person (irrespective of whether or not, at the time, Capital
Stock of any other class or classes shall have, or might have, voting power by
reason of the happening of any contingency).

     "Wholly Owned Restricted Subsidiary" means any Restricted Subsidiary to the
extent (a) all of the Capital Stock in such Restricted Subsidiary, other than
any directors' qualifying shares or other shares whose ownership by other
Persons is mandated by applicable law, is owned directly or indirectly by the
Company or (b) such Restricted Subsidiary is organized in a foreign jurisdiction
and is required by the applicable laws and regulations of such foreign
jurisdiction to

                                     -29-
<PAGE>

be partially owned by the government of such foreign jurisdiction or individual
or corporate citizens in order for such Restricted Subsidiary to transact
business in such foreign jurisdiction, provided, that the Company, directly or
indirectly, owns the remaining Capital Stock or ownership interest in such
Restricted Subsidiary and, by contract or otherwise, controls the management and
business of such Restricted Subsidiary and derives the economic benefits of
ownership of such Restricted Subsidiary to substantially the same extent as if
such Restricted Subsidiary were a wholly owned Subsidiary.

Section 1.2    Definitions.

<TABLE>
<CAPTION>
                                                                                            Defined
               Term                                                                         in Section
               ----                                                                         ----------
               <S>                                                                          <C>
               "Agent Members".........................................................     2.8(b)
               "Change of Control Notice"..............................................     9.15(c)
               "Change of Control Offer"...............................................     9.15(a)
               "Change of Control Purchase Date".......................................     9.15(c)
               "Change of Control Purchase Price"......................................     9.15(a)
               "Defaulted Interest"....................................................     2.10
               "Excess Proceeds".......................................................     9.16(b)
               "Funding Guarantor".....................................................     12.5
               "Net Proceeds Deficiency"...............................................     9.16(c)
               "Net Proceeds Offer"....................................................     9.16(c)
               "Net Proceeds Payment Date".............................................     9.16(c)
               "Offered Price".........................................................     9.16(c)
               "Pari Passu Indebtedness Amount"........................................     9.16(c)
               "Pari Passu Offer"......................................................     9.16(c)
               "Payment Amount"........................................................     9.16(b)
               "Payment Blockage Notice"...............................................     13.3(b)
               "Payment Blockage Period"...............................................     13.3(b)
               "Purchase Notice".......................................................     9.16(c)
               "Restricted Payment"....................................................     9.10(a)
               "Security Register".....................................................     2.6
               "Security Registrar"....................................................     2.6
               "Subsidiary Guarantor Non-payment Default"..............................     12.9(b)
               "Subsidiary Guarantor Payment Default"..................................     12.9(a)
               "Subsidiary Guarantor Payment Notice"...................................     12.9(b)
               "Surviving Entity"......................................................     7.1(a)
               "Trigger Date"..........................................................     9.16(c)
               "U.S. Government Obligations"...........................................     11.4(a)
</TABLE>



Section 1.3    Incorporation by Reference of Trust Indenture Act.

          Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

                                     -30-
<PAGE>

     "indenture securities" means the Securities,

     "indenture security holder" means a Holder,

     "indenture to be qualified" means this Indenture,

     "indenture trustee" or "institutional trustee" means the Trustee, and

     "obligor" on the indenture securities means the Company or any other
obligor on the Securities.

     All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rule and
not otherwise defined herein have the meanings assigned to them therein.

Section 1.4    Construction.

     For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:

               (a)  The terms defined in this Article have the meanings assigned
to them in this Article, and include the plural as well as the singular;

               (b)  all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;

               (c)  the words "herein," "hereof" and "hereunder" and other words
of similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision;

               (d)  unless the context otherwise requires, the word "or" is not
exclusive;

               (e)  the word "including" (and, with correlative meaning, the
word "include") means including, without limiting the generality of any
description preceding such word;

               (f)  provisions apply to successive events and transactions; and

               (g)  references to agreements and other instruments include
subsequent amendments and waivers but only to the extent not prohibited by this
Indenture.

                                  ARTICLE II

                                THE SECURITIES

Section 2.1    Forms Generally.

          The Definitive Securities shall be printed, lithographed or engraved
on steel-engraved borders or may be produced in any other manner, all as
determined by the officers executing

                                     -31-
<PAGE>

such Securities or notations of Subsidiary Guarantees, as the case may be, as
evidenced by their execution of such Securities or notations of Subsidiary
Guarantees, as the case may be.

     Securities (including the notations thereon relating to the Subsidiary
Guarantees and the Trustees certificate of authentication) bought and sold in
reliance on Rule 144A shall be issued initially in the form of one or more
permanent Global Securities substantially in the form set forth in Exhibit A
attached hereto deposited with the Trustee, as custodian for the Depositary,
duly executed by the Company and authenticated by the Trustee as hereinafter
provided. Subject to the limitation set forth in Section 2.2, the principal
amount of the Global Securities may be increased or decreased from time to time
by adjustments made on the records of the Trustee as custodian for the
Depositary, as hereinafter provided.

     Securities (including the notations thereon relating to any Subsidiary
Guarantees and the Trustees certificate of authentication) offered and sold
other than as described in the preceding paragraph shall be issued in the form
of Definitive Securities in registered form in substantially the form set forth
in Exhibit A.

     The Securities, the notations thereon relating to any Subsidiary Guarantees
and the Trustee's certificate of authentication shall be in substantially the
forms set forth in Exhibit A attached hereto, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities
or notations of Subsidiary Guarantees, as the case may be, as evidenced by their
execution of the Securities or notations of Subsidiary Guarantees, as the case
may be. Any portion of the text of any Security may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the Security. The
Securities may also have set forth on the reverse side thereof a form of
assignment and forms to elect purchase by the Company pursuant to Sections 9.15
and 9.16 hereof.

Section 2.2    Title and Terms.

          The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $200,000,000
except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.5,
2.7, 2.9, 8.6, 9.15, 9.16 or 10.8 hereof.

          The Series A Securities shall be known and designated as the "8 1/4%
Series A Senior Subordinated Notes due 2011" of the Company, and the Series B
Securities shall be known and designated as the "8 1/4% Series B Senior
Subordinated Notes due 2011" of the Company. Their Stated Maturity shall be
April 15, 2011, and they shall bear interest at the rate of 8 1/4% per annum
from April 10, 2001, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, payable semiannually on April 15
and October 15 in each year, commencing October 15, 2001, and at said Stated
Maturity, until the principal thereof is paid or duly provided for.

                                     -32-
<PAGE>

     The Series A Securities and the Series B Securities shall be considered
collectively to be single class for all purposes of this Indenture, including
waivers, amendments, redemptions and offers to purchase.

     The principal of (and premium, if any, on) and interest on the Securities
shall be payable at the office or agency of the Company maintained for such
purpose in the City of New York; provided, however, interest may be paid, at the
option of the Company, by check mailed to the Persons entitled thereto at their
respective addresses as shown on the Security Register or, upon application to
the Trustee by any Holder of an aggregate principal amount of Securities in
excess of $1,000,000 not later than the applicable Regular Record Date, by
transfer to an account (such transfer to be made only to a Holder of an
aggregate principal amount of Securities in excess of $1,000,000) maintained by
such Holder with a bank in the City of New York. No transfer will be made to any
such account unless the Trustee has received written wire instructions not less
than 15 days prior to the relevant payment date.

     The Securities shall be redeemable as provided in Article X hereof.

     The Securities shall be subject to defeasance at the option of the Company
as provided in Article XI hereof.

     Initially, the Securities shall not be guaranteed by any Subsidiary of the
Company. In the circumstances set forth in Section 9.12(a) hereof, however, the
Securities shall be guaranteed in the future by the Subsidiary Guarantors as
provided in Article XII hereof.

     The Securities shall be subordinated in right of payment to Senior
Indebtedness as provided in Article XIII hereof.

Section 2.3    Denominations.

          The Securities shall be issuable only in registered form without
coupons and only in denominations of $1,000 and any integral multiple thereof.

Section 2.4    Execution, Authentication, Delivery and Dating.

          The Securities shall be executed on behalf of the Company by its
Chairman, its President or one of its Vice Presidents, under its corporate seal
reproduced thereon or affixed thereto and attested by its Secretary or one of
its Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile signatures of the present or any future
such authorized officer and may be imprinted or otherwise reproduced on the
Securities.

         Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company and,
if guaranteed by a Subsidiary Guarantor, having the notation of Subsidiary
Guarantees executed by the Subsidiary Guarantors

                                     -33-
<PAGE>

to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities with the
notation of Subsidiary Guarantees, if any, thereon as provided in this
Indenture.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.

         In case the Company, pursuant to and in compliance with Article VII
hereof, shall be consolidated or merged with or into any other Person or shall
convey, transfer, lease or otherwise dispose of its Properties substantially as
an entirety to any Person, and the successor Person resulting from such
consolidation, or surviving such merger, or into which the Company shall have
been merged, or the Person which shall have received a conveyance, transfer,
lease or other disposition as aforesaid, shall have executed an indenture
supplemental hereto with the Trustee pursuant to Article VII hereof, any of the
Securities authenticated or delivered prior to such consolidation, merger,
conveyance, transfer, lease or other disposition may, from time to time, at the
request of the successor Person, be exchanged for other Securities executed in
the name of the successor Person with such changes in phraseology and form as
may be appropriate, but otherwise in substance of like tenor as the Securities
surrendered for such exchange and of like principal amount and the Trustee, upon
Company Request of the successor Person, shall authenticate and deliver
Securities as specified in such request for the purpose of such exchange. If
Securities shall at any time be authenticated and delivered in any new name of a
successor Person pursuant to this Section in exchange or substitution for or
upon registration of transfer of any Securities, such successor Person, at the
option of the Holders but without expense to them, shall provide for the
exchange of all Securities at the time Outstanding for Securities authenticated
and delivered in such new name.

Section 2.5    Temporary Securities.

         Pending the preparation of Definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the Definitive Securities in lieu of which they are issued and having
the notations of Subsidiary Guarantees, if any, thereon and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities and notations of Subsidiary Guarantees may
determine, as conclusively evidenced by their execution of such Securities and
notations of Subsidiary Guarantees.

         If temporary Securities are issued, the Company will cause Definitive
Securities to be prepared without unreasonable delay. After the preparation of
Definitive Securities, the temporary Securities shall be exchangeable for
Definitive Securities upon surrender of the

                                     -34-
<PAGE>

temporary Securities at the office or agency of the Company designated for such
purpose pursuant to Section 9.2 hereof, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of Definitive Securities of authorized
denominations having notations of Subsidiary Guarantees, if any, thereon. Until
so exchanged, the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as Definitive Securities.

Section 2.6    Security Register and Depositary.

         The Company shall cause to be kept at the Corporate Trust Office a
register (the register maintained in such office and in any other office or
agency designated pursuant to Section 9.2 hereof being herein sometimes referred
to as the "Security Register") in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of
Securities and of transfers of Securities. The Security Register shall be in
written form or any other form capable of being converted into written form
within a reasonable time. At all reasonable times and during normal business
hours, the Security Register shall be open to inspection by the Trustee. The
Trustee is hereby initially appointed as security registrar (the "Security
Registrar") for the purpose of registering Securities and transfers of
Securities as herein provided.

         The Company initially appoints The Depository Trust Company to act as
Depositary with respect to the Global Security.

Section 2.7    Transfer and Exchange.

               (a)  Transfer and Exchange of Definitive Securities. When
Definitive Securities are presented to the Securities Registrar with the
request:

                         (x)  to register the transfer of the Definitive
               Securities, or

                         (y)  to exchange such Definitive Securities for an
               equal principal amount of Definitive Securities of other
               authorized denominations,

the Security Registrar shall register the transfer or make the exchange as
requested if its requirement for such transactions are met; provided, however,
that the Definitive Securities presented or surrendered for registration of
transfer or exchange:

               (A)       shall be duly endorsed or accompanied by a written
         instrument of transfer in form satisfactory to the Security Registrar
         duly executed by the Holder thereof or by his attorney, duly authorized
         in writing; and

               (B)       in the case of Transfer Restricted Securities that are
         Definitive Securities, shall be accompanied by the following additional
         information and documents, as applicable, upon which the Security
         Registrar may conclusively rely:

               (C)       if such Transfer Restricted Securities are being
         delivered to the Security Registrar by a Holder for registration in the
         name of such Holder, without transfer, a

                                     -35-
<PAGE>

         certification from such Holder to that effect (in substantially the
         form of Exhibit C hereto); or

               (D)       if such Transfer Restricted Securities are being
         transferred (1) to a "qualified institutional buyer" (as defined in
         Rule 144A under the Securities Act) in accordance with Rule 144A under
         the Securities Act or (2) pursuant to an exemption from registration in
         accordance with Rule 144 under the Securities Act (and based upon an
         opinion of counsel if the Company or the Trustee so requests) or (3)
         pursuant to an effective registration statement under the Securities
         Act, a certification to that effect from such Holder (in substantially
         the form of Exhibit C hereto); or

               (E)       if such Transfer Restricted Securities are being
         transferred to an institutional "accredited investor," within the
         meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act
         pursuant to a private placement exemption from the registration
         requirements of the Securities Act (and based upon an opinion of
         counsel if the Company or the Trustee so requests), a certification to
         that effect from such Holder (in substantially the form of Exhibit C
         hereto) and a certification from the applicable transferee (in
         substantially the form of Exhibit D hereto); or

               (F)       if such Transfer Restricted Securities are being
         transferred in reliance on another exemption from the registration
         requirements of the Securities Act (and based upon an opinion of
         counsel if the Company or the Trustee so requests), a certification to
         that effect from such Holder (in substantially the form of Exhibit C
         hereto).

               (b) Restriction on Transfer of a Definitive Security for a
Beneficial Interest in a Global Security. A Definitive Security may not be
exchanged for a beneficial interest in a Global Security.

               (c) Transfer and Exchange of Global Securities. The transfer and
exchange of Global Securities or beneficial interests therein shall be effected
through the Depositary, in accordance with this Indenture (including the
restrictions on transfer set forth herein) and the procedures of the Depositary
therefor, which shall include restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act.

               (d) Transfer of a Beneficial Interest in a Global Security for a
Definitive Security.

                    (i)  Any Person having a beneficial interest in a Global
         Security may upon request exchange such beneficial interest for a
         Definitive Security only under the circumstances contemplated by
         subsection (f) of this Section 2.7.

               (e) Restrictions on Transfer and Exchange of Global Securities.
Notwithstanding any other provisions of this Indenture (other than the
provisions set forth in subsection (f) of this Section 2.7), a Global Security
may not be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

                                     -36-
<PAGE>

          (f)  Authentication of Definitive Securities in Absence of Depositary.
If at any time:

                    (i)  the Depositary for the Securities notifies the Company
     that the Depositary is unwilling or unable to continue as Depositary for
     the Global Securities and a successor Depositary for the Global Securities
     is not appointed by the Company within 90 days after delivery of such
     notice; or

                    (ii) the Company, at its sole discretion, notifies the
     Trustee in writing that it elects to cause the issuance of Definitive
     Securities under this Indenture,

then the Company will execute, and the Trustee will authenticate and deliver
Definitive Securities, in an aggregate principal amount equal to the principal
amount of the Global Securities, in exchange for such Global Securities and
registered in such names as the Depositary shall instruct the Trustee or the
Company in writing.

          (g)  Legends.

                    (i)  Except as permitted by the following paragraphs (ii)
     and (iii) immediately below, each Security certificate evidencing the
     Global Securities and the Definitive Securities (and all Securities issued
     in exchange therefor or substitution thereof) shall bear a legend in
     substantially the following form:

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF
THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DAY ON WHICH POGO PRODUCING COMPANY
(THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY
(OR ANY PREDECESSOR OF THIS SECURITY) (THE "RESALE RESTRICTION TERMINATION
DATE") ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A THAT IS ACQUIRING SUCH SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501
UNDER THE SECURITIES ACT ("INSTITUTIONAL ACCREDITED INVESTOR") THAT IS ACQUIRING
SUCH SECURITY FOR ITS OWN

                                     -37-
<PAGE>

ACCOUNT, OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION
WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO
REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.

Each Security certificate evidencing the Global Securities also shall bear the
paragraph referred to in the first footnote on page A-2 of the form of Security
attached hereto as Exhibit A.

               (ii)   Upon any sale or transfer of a Transfer Restricted
     Security (including any Transfer Restricted Security represented by a
     Global Security) pursuant to Rule 144 under the Securities Act or an
     effective registration statement under the Securities Act:

                      (A)  in the case of any Transfer Restricted Security that
          is a Definitive Security, the Registrar shall permit the Holder
          thereof to exchange such Transfer Restricted Security for a Definitive
          Security that does not bear the legend set forth in (i) above and
          rescind any restriction on the transfer of such Transfer Restricted
          Security; and

                      (B)  in the case of any Transfer Restricted Security
          represented by a Global Security, such Transfer Restricted Security
          shall not be required to bear the legend set forth in (i) above if all
          other interests in such Global Security have been or are concurrently
          being sold or transferred pursuant to Rule 144 under the Securities
          Act or pursuant to an effective registration statement under the
          Securities Act, but such Transfer Restricted Security shall continue
          to be subject to the provisions of Section 2.7(c) hereof.

               (iii)  Notwithstanding the foregoing, upon consummation of the
     Exchange Offer, the Company shall issue and, upon receipt of an
     authentication order in accordance with Section 2.4 hereof, the Trustee
     shall authenticate Series B Securities in exchange for Series A Securities
     accepted for exchange in the Exchange Offer, which Series B Securities
     shall not bear the legend set forth in (i) above, and the Registrar shall
     rescind any restriction on the transfer of such Securities, in each case
     unless the Holder of such Series A Securities is either (A) a broker-
     dealer, (B) a Person participating in the distribution of the Series A
     Securities or (C) a Person who is an affiliate (as defined in Rule 144
     under the Securities Act) of the Company. The Company shall identify to the
     Trustee such Holders of the Securities in a written certification signed by
     an Officer of

                                     -38-
<PAGE>

     the Company and, absent certification from the Company to such effect, the
     Trustee shall assume that there are no such Holders.

          (h)  Cancellation and/or Adjustment of Global Security. At such time
as all beneficial interests in a Global Security have either been exchanged for
Definitive Securities, redeemed, repurchased or canceled, such Global Security
shall be returned to or retained and canceled by the Trustee. At any time prior
to such cancellation, if any beneficial interest in a Global Security is
exchanged for Definitive Securities, redeemed, repurchased or canceled, the
principal amount of Securities represented by such Global Security shall be
reduced and an endorsement shall be made on such Global Security, by the Trustee
or the Security Custodian, at the direction of the Trustee to reflect such
reduction.

                    (i)  General Provisions with respect to Transfer and
Exchanges.

                              (i)   To permit registrations of transfers and
     exchanges, the Company shall execute and the Trustee shall authenticate
     Definitive Securities and Global Securities at the Security Registrar's
     request.

                              (ii)  No service charge shall be made to a Holder
     for any registration of transfer or exchange or redemption of Securities
     (except as otherwise permitted herein), but the Company may require payment
     of a sum sufficient to cover any transfer tax or similar governmental
     charge payable in connection therewith (other than such transfer tax or
     similar governmental charge payable upon exchanges pursuant to the last
     paragraph of Section 2.4 or Sections 2.5, 8.6 or 10.8 hereof).

                              (iii) The Trustee shall authenticate Definitive
     Securities and Global Securities in accordance with the provisions of
     Section 2.4 hereof.

                              (iv)  Notwithstanding any other provisions of this
     Indenture to the contrary, the Company shall not be required to register
     the transfer or exchange of a Security between a Regular Record Date and
     the next succeeding Interest Payment Date.

                              (v)   Neither the Company nor the Trustee will
     have any responsibility or liability for any aspect of the records relating
     to, or payments made on account of, Securities by the Depositary, or for
     maintaining, supervising or reviewing any records of the Depositary
     relating to such Securities. Neither the Company nor the Trustee shall be
     liable for any delay by the related Global Security Holder or the
     Depositary in identifying the beneficial owners of the related Securities
     and each such Person may conclusively rely on, and shall be protected in
     relying on, instructions from such Global Security Holder or the Depositary
     for all purposes (including with respect to the registration and delivery,
     and the respective principal amounts, of the Securities to be issued).

                              (vi)  Neither the Trustee, the Security Registrar
     nor the Company shall be required (A) to issue, register the transfer of or
     exchange any Security during a period beginning at the opening of business
     15 days before the mailing of a notice of redemption of Securities selected
     for redemption under Section 10.4 hereof and ending at the close of
     business on the day of such mailing of the relevant notice of redemption,
     or (B) to

                                     -39-
<PAGE>

     register the transfer of or exchange any Security so selected for
     redemption in whole or in part, except the unredeemed portion of any
     Security being redeemed in part.

                         (vii)  All Securities and the Subsidiaries Guarantees,
     if any, noted thereon issued upon any registration of transfer or exchange
     of Securities shall be the valid obligations of the Company and the
     respective Subsidiary Guarantors, if any, evidencing the same debt, and
     entitled to the same benefits under this Indenture, as the Securities
     surrendered upon such registration of transfer or exchange.

                         (viii) Each Holder of a Security agrees to indemnify
     the Company and the Trustee against any liability that may result from the
     transfer, exchange or assignment of such Holder's Security in violation of
     any provision of this Indenture and/or applicable federal or state
     securities law.

                         (ix)   The Trustee shall have no obligation or duty to
     monitor, determine or inquire as to compliance with any restrictions on
     transfer imposed under this Indenture or under applicable law with respect
     to any transfer of any interest in any Security other than to require
     delivery of such certificates and other documentation or evidence as are
     expressly required by, and to do so if and when expressly required by the
     terms of, this Indenture, and to examine the same to determine substantial
     compliance as to form with the express requirements hereof.

Section 2.8    Additional Provisions for Global Securities.

               (a)  The Global Security initially shall be registered in the
name of the Depositary for such Global Security or the nominee of such
Depositary and be delivered to the Trustee as custodian for such Depositary.

               (b)  Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depositary, or the Trustee as its
custodian, or under the Global Security, and the Depositary may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or shall impair, as between the Depositary and its Agent Members, the operation
of customary practices governing the exercise of the rights of a Holder of any
Security.

               (c)  The registered Holder of the Global Security may grant
proxies and otherwise authorize any Person, including Agent Members and Persons
that may hold interests through Agent Members, to take any action which a Holder
is entitled to take under this Indenture or the Securities.

Section 2.9    Mutilated, Destroyed, Lost and Stolen Securities.

     If (a) any mutilated Security is surrendered to the Trustee or (b) the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and

                                     -40-
<PAGE>

there is delivered to the Company and the Trustee such security or indemnity as
may be required by them to save each of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company shall execute, any Subsidiary Guarantors shall
execute the notations of Subsidiary Guarantees, and upon Company Order the
Trustee shall authenticate and deliver, in exchange for any such mutilated
Security or in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and principal amount, having the notations of Subsidiary
Guarantees, if any, thereon bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

     Every new Security issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company and the respective Subsidiary
Guarantors, if any, whether or not the mutilated, destroyed, lost or stolen
Security shall be at any time enforceable by anyone, and shall be entitled to
all benefits of this Indenture equally and proportionately with any and all
other Securities duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

Section 2.10   Payment of Interest; Interest Rights Preserved.

     Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name such Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency of the Company maintained for such purpose pursuant to Section 9.2
hereof.

     Any interest on any Security which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date shall forthwith cease to be
payable to the Holder on the Regular Record Date by virtue of having been such
Holder, and such defaulted interest and (to the extent lawful) interest on such
defaulted interest at the rate borne by the Securities (such defaulted interest
and interest thereon herein collectively called "Defaulted Interest") may be
paid by the Company, at its election in each case, as provided in clause (a) or
(b) below:

          (a)  The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Securities (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing

                                     -41-
<PAGE>

of the amount of Defaulted Interest proposed to be paid on each Security and the
date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited shall be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date, and in the name
and at the expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be given in the
manner provided for in Section 14.5 hereof, not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been so given, such Defaulted
Interest shall be paid to the Persons in whose names the Securities (or their
respective Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to the
following clause (b).

          (b)  The Company may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, if, after notice given by the Company to the Trustee
of the proposed payment pursuant to this clause, such manner of payment shall be
deemed practicable by the Trustee.

     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

Section 2.11   Persons Deemed Owners.

     Prior to the due presentment of a Security for registration of transfer,
the Company, the Subsidiary Guarantors, if any, the Security Registrar, the
Trustee and any agent of the Company, the Subsidiary Guarantors or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and premium,
if any, on) and interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and none of the Company, the Subsidiary
Guarantors, if any, the Security Registrar, the Trustee or any agent of the
Company, the Subsidiary Guarantors or the Trustee shall be affected by notice to
the contrary.

Section 2.12   Cancellation.

     All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by

                                     -42-
<PAGE>

the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as permitted by this
Indenture. All canceled Securities held by the Trustee shall be delivered to the
Company.

Section 2.13   Computation of Interest.

     Interest on the Securities shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.

Section 2.14   CUSIP Numbers.

     The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided, that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the CUSIP numbers.

                                  ARTICLE III

                          SATISFACTION AND DISCHARGE

Section 3.1    Satisfaction and Discharge of Indenture.

     This Indenture shall upon a Company Request cease to be of further effect
(except as to surviving rights of registration of transfer or exchange of
Securities, as expressly provided for in this Indenture) as to all Outstanding
Securities, and the Trustee, at the expense of the Company, shall, upon payment
of all amounts due the Trustee under Section 5.6 hereof, execute proper
instruments acknowledging satisfaction and discharge of this Indenture when

          (a)  either

                    (i)  all Securities theretofore authenticated and delivered
     (other than (A) Securities which have been mutilated, destroyed, lost or
     stolen and which have been replaced or paid as provided in Section 2.9
     hereof and (B) Securities for whose payment money or United States
     governmental obligations of the type described in clause (a) of the
     definition of Cash Equivalents has theretofore been deposited in trust with
     the Trustee or any Paying Agent or segregated and held in trust by the
     Company and thereafter repaid to the Company or discharged from such trust
     as provided in Section 9.3 hereof) have been delivered to the Trustee for
     cancellation, or

                    (ii) all such Securities not theretofore delivered to the
     Trustee for cancellation

                         (A)  have become due and payable, or
<PAGE>

                         (B)  will become due and payable at their Stated
          Maturity within one year, or

                         (C)  are to be called for redemption within one year
          under arrangements satisfactory to the Trustee for the giving of
          notice of redemption by the Trustee in the name, and at the expense,
          of the Company,

and the Company, in the case of (ii)(A), (ii)(B) or (ii)(C) above, has
irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust for the purpose an amount sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and interest to the date of
such deposit (in the case of Securities which have become due and payable) or to
the Stated Maturity or Redemption Date, as the case may be, together with
instructions from the Company irrevocably directing the Trustee to apply such
funds to the payment thereof at maturity or redemption, as the case may be;

               (b)  the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and

               (c)  the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel each satisfactory in form to the Trustee,
which, taken together, state that all conditions precedent herein relating to
the satisfaction and discharge of this Indenture have been complied with.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 5.6 hereof and, if money
shall have been deposited with the Trustee pursuant to subclause (B) of clause
(a)(i) of this Section, the obligations of the Trustee under Section 3.2 hereof
and the last paragraph of Section 9.3 hereof shall survive.

Section 3.2    Application of Trust Money.

     Subject to the provisions of the last paragraph of Section 9.3 hereof, all
money deposited with the Trustee pursuant to Section 3.1 hereof shall be held in
trust and applied by it, in accordance with the provisions of the Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.

                                  ARTICLE IV

                                   REMEDIES

Section 4.1    Events of Default.

     "Event of Default," wherever used herein, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary

                                     -44-
<PAGE>

or be effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body):

          (a)  default in the payment of the principal of or premium, if any, on
any of the Securities, whether such payment is due at maturity, upon redemption,
upon repurchase pursuant to a Change of Control Offer or a Net Proceeds Offer,
upon acceleration or otherwise; or

          (b)  default in the payment of any installment of interest on any of
the Securities, when it becomes due and payable, and the continuance of such
default for a period of 30 days; or

          (c)  default in the performance or breach of the provisions of Article
VII hereof, the failure to make or consummate a Change of Control Offer in
accordance with Section 9.15 hereof or the failure to make or consummate a Net
Proceeds Offer in accordance with the provisions of Section 9.16 hereof; or

          (d)  the Company or any Subsidiary Guarantor shall fail to perform or
observe any other term, covenant or agreement contained in the Securities, any
Subsidiary Guarantee or this Indenture (other than a default specified in (a),
(b) or (c) above) for a period of 45 days after written notice of such failure
requiring the Company to remedy the same shall have been given (i) to the
Company by the Trustee or (ii) to the Company and the Trustee by the holders of
at least 25% in aggregate principal amount of the Securities then outstanding;
or

          (e)  the occurrence and continuation beyond any applicable grace
period of any default in the payment of the principal of (or premium, if any,
on) or interest on any Indebtedness of the Company (other than the Securities or
any Non-Recourse Indebtedness) or any Restricted Subsidiary for money borrowed
when due, or any other default causing acceleration of any Indebtedness (other
than Non-Recourse Indebtedness) of the Company or any Restricted Subsidiary for
money borrowed; provided, that the aggregate principal amount of such
Indebtedness shall exceed $20,000,000; provided further, that if any such
default is cured or waived or any such acceleration rescinded, or such
Indebtedness is repaid, within a period of 10 days from the continuation of such
default beyond the applicable grace period or the occurrence of such
acceleration, as the case may be, such Event of Default under this Indenture and
any consequential acceleration of the Securities shall be automatically
rescinded, so long as such rescission does not conflict with any judgment or
decree; or

          (f)  the commencement of proceedings, or the taking of any enforcement
action (including by way of set-off), by any holder of at least $20,000,000 in
aggregate principal amount of Indebtedness (other than Non-Recourse
Indebtedness) of the Company or any Restricted Subsidiary, after a default under
such Indebtedness, to retain in satisfaction of such Indebtedness or to collect
or seize, dispose of or apply in satisfaction of such Indebtedness, Property of
the Company or any Restricted Subsidiary having a Fair Market Value in excess of
$20,000,000 individually or in the aggregate; provided, that if any such
proceedings or actions are terminated or rescinded, or such Indebtedness is
repaid, such Event of Default under this Indenture and any consequential
acceleration of the Securities shall be automatically rescinded, so long as (i)
such rescission does not conflict with any judgment or decree and (ii) the
holder of such Indebtedness shall not have applied any such Property in
satisfaction of such Indebtedness; or

                                     -45-
<PAGE>

               (g)  any Subsidiary Guarantee shall for any reason cease to be,
or be asserted by the Company or any Subsidiary Guarantor, as applicable, not to
be, in full force and effect, enforceable in accordance with its terms (except
pursuant to the release of any such Subsidiary Guarantee in accordance with this
Indenture); or

               (h)  final judgments or orders rendered against the Company or
any Material Restricted Subsidiary that are unsatisfied and that require the
payment in money, either individually or in an aggregate amount, that is more
than $20,000,000 over the coverage under applicable insurance policies and
either (i) commencement by any creditor of an enforcement proceeding upon such
judgment (other than a judgment that is stayed by reason of pending appeal or
otherwise) or (ii) the occurrence of a 60-day period during which a stay of such
judgment or order, by reason of pending appeal or otherwise, was not in effect;
or

               (i)  the entry of a decree or order by a court having
jurisdiction in the premises (i) for relief in respect of the Company or any
Material Restricted Subsidiary in an involuntary case or proceeding under the
Federal Bankruptcy Code or any other applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or (ii) adjudging the Company or
any Material Restricted Subsidiary bankrupt or insolvent, or approving a
petition seeking reorganization, arrangement, adjustment or composition of the
Company or a Material Restricted Subsidiary under the Federal Bankruptcy Code or
any other applicable federal or state law, or appointing under any such law a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or any Material Restricted Subsidiary or of a
substantial part of their consolidated assets, or ordering the winding up or
liquidation of their affairs, and the continuance of any such decree or order
for relief or any such other decree or order unstayed and in effect for a period
of 60 consecutive days; or

               (j)  the commencement by the Company or any Material Restricted
Subsidiary of a voluntary case or proceeding under the Federal Bankruptcy Code
or any other applicable federal or state bankruptcy, insolvency, reorganization
or other similar law or any other case or proceeding to be adjudicated bankrupt
or insolvent, or the consent by the Company or any Material Restricted
Subsidiary to the entry of a decree or order for relief in respect thereof in an
involuntary case or proceeding under the Federal Bankruptcy Code or any other
applicable federal or state bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by the Company or any Material Restricted
Subsidiary of a petition or consent seeking reorganization or relief under any
applicable federal or state law, or the consent by it under any such law to the
filing of any such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee or sequestrator (or other
similar official) of any of the Company or any Material Restricted Subsidiary or
of any substantial part of their consolidated assets, or the making by it of an
assignment for the benefit of creditors under any such law.

Section 4.2    Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default (other than an Event of Default specified in Section
4.1(i) or (j) hereof) shall occur and be continuing, the Trustee, by written
notice to the Company, or the Holders of at least 25% in aggregate principal
amount of the Outstanding Securities, by notice to

                                     -46-
<PAGE>

the Trustee and the Company, may declare all unpaid principal of (premium, if
any, on), and accrued and unpaid interest on all of the Securities to be due and
payable immediately, upon which declaration all amounts payable in respect of
the Securities shall be immediately due and payable. If an Event of Default
specified in Section 4.1(i) or (j) occurs and is continuing, then the principal
of (premium, if any, on), and accrued and unpaid interest on all of the
Securities shall ipso facto become and be immediately due and payable without
any declaration, notice or other act on the part of the Trustee or any Holder.

          At any time after a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of a majority
in aggregate principal amount of the Outstanding Securities, by written notice
to the Company and the Trustee, may rescind such declaration and its
consequences if:

               (a)  the Company or any Subsidiary Guarantor has paid or
deposited with the Trustee a sum sufficient to pay

                         (i)      all sums paid or advanced by the Trustee under
     this Indenture and the reasonable compensation, expenses, disbursements and
     advances of the Trustee, its agents and counsel,

                         (ii)     all overdue interest on all Outstanding
     Securities,

                         (iii)    all unpaid principal of (and premium, if any,
     on) any Outstanding Securities which has become due otherwise than by such
     declaration of acceleration, including any Securities required to have been
     purchased on a Change of Control Purchase Date or Net Proceeds Payment Date
     pursuant to a Change of Control Offer or a Net Proceeds Offer, as
     applicable, and interest on such unpaid principal at the rate borne by the
     Securities, and

                         (iv)     to the extent that payment of such interest is
     lawful, interest upon overdue interest and overdue principal at the rate
     borne by the Securities which has become due otherwise than by such
     declaration of acceleration (without duplication of any amount deposited
     pursuant to clauses (ii) and (iii) above);

               (b)  the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction; and

               (c)  all Events of Default, other than the nonpayment of
principal of (or premium, if any, on) and interest on Securities that has become
due solely by such declaration of acceleration, have been cured or waived as
provided in Section 4.13 hereof.

No such rescission shall affect any subsequent Default or impair any right
consequent thereon.

Section 4.3    Collection of Indebtedness and Suits for Enforcement by Trustee.

     Subject to Article XIII, the Company covenants that if

                                     -47-
<PAGE>

               (a)  default is made in the payment of any installment of
interest on any Security when such interest becomes due and payable and such
default continues for a period of 30 days or

               (b)  default is made in the payment of the principal of (or
premium, if any, on) any Security at the Maturity thereof or with respect to any
Security required to have been purchased by the Company on the Change of Control
Purchase Date or the Net Proceeds Payment Date pursuant to a Change of Control
Offer or a Net Proceeds Offer, as applicable, the Company will, upon demand of
the Trustee, pay to the Trustee for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for
principal (and premium, if any) and interest and interest on any overdue
principal (and premium, if any) and, to the extent that payment of such interest
shall be legally enforceable, upon any overdue installment of interest at the
rate borne by the Securities and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the Property of the Company or any other obligor upon the Securities, wherever
situated.

     If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in any provision of the Securities,
this Indenture or the Registration Rights Agreement in aid of the exercise of
any power granted therein or herein, or to enforce any other proper remedy.

Section 4.4    Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company, any Subsidiary Guarantor or any
other obligor upon the Securities or the Property of the Company, any Subsidiary
Guarantor or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company, any Subsidiary Guarantor or
such other obligor for the payment of overdue principal, premium, if any, or
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise,

               (a)  to file and prove a claim for the whole amount of principal
(and premium, if any) and interest owing and unpaid in respect of the Securities
and to file such other papers or documents and take any other actions including
participation as a full member of any creditor or other committee as may be
necessary or advisable in order to have the claims of the Trustee

                                     -48-
<PAGE>

(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and of the Holders allowed
in such judicial proceeding and

               (b)  to collect and receive any moneys or other Property payable
or deliverable on any such claims and to distribute the same,

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 5.6 hereof.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or any Subsidiary Guarantees or the rights of any Holder thereof or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

Section 4.5    Trustee May Enforce Claims Without Possession of Securities.

     All rights of action and claims under this Indenture or the Securities or
any Subsidiary Guarantees may be prosecuted and enforced by the Trustee without
the possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name and as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered.

Section 4.6    Application of Money Collected.

     Subject to Sections 12.8, 12.9 and 12.10 and Article XIII, any money
collected by the Trustee pursuant to this Article shall be applied in the
following order at the date or dates fixed by the Trustee and, in the case of
the distribution of such money on account of principal (or premium, if any) or
interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

     FIRST:  To the payment of all amounts due the Trustee under Section 5.6
hereof;

     SECOND: To the payment of the amounts then due and unpaid for principal of
(and premium, if any, on) and interest on the Securities in respect of which or
for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such Securities for principal (and premium, if any) and interest, respectively;
and

     THIRD:  The balance, if any, to the Company.

                                     -49-
<PAGE>

Section 4.7    Limitation on Suits.

     No Holder of any Securities shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

               (a)  such Holder has previously given written notice to the
Trustee of a continuing Event of Default;

               (b)  the Holders of not less than 25% in principal amount of the
Outstanding Securities shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

               (c)  such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;

               (d)  the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and

               (e)  no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority or
more in aggregate principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

Section 4.8    Unconditional Right of Holders to Receive Principal, Premium and
Interest.

       Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment, as provided herein (including, if applicable, Article XI hereof) and in
such Security of the principal of (and premium, if any, on) and (subject to
Section 2.10 hereof) interest on, such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

Section 4.9    Restoration of Rights and Remedies.

     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Subsidiary Guarantors, the Trustee and the
Holders shall be restored severally and respectively to their former positions
hereunder and thereunder and all rights and remedies of the Trustee and the
Holders shall continue as though no such proceeding had been instituted.

                                     -50-
<PAGE>

Section 4.10   Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 2.9 hereof, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

Section 4.11   Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

Section 4.12   Control by Holders.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee; provided, that:

               (a)  such direction shall not be in conflict with any rule of law
or with this Indenture;

               (b)  the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction; and

               (c)  the Trustee need not take any action which might involve it
in personal liability or be unduly prejudicial to the Holders not joining
therein.

Section 4.13   Waiver of Past Defaults.

         The Holders of not less than a majority in aggregate principal amount
of the outstanding Securities may on behalf of the Holders of all the Securities
waive any existing Default or Event of Default hereunder and its consequences,
except a Default or Event of Default:

               (a)  in respect of the payment of the principal of (premium, if
any, on), or interest on any Security; or

               (b)  in respect of a covenant or provision hereof which under
Article VIII hereof cannot be modified or amended without the consent of the
Holder of each Outstanding Security affected thereby.

                                     -51-
<PAGE>

     Upon any such waiver, such Default or Event of Default shall cease to exist
for every purpose under this Indenture, but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereon.

Section 4.14   Waiver of Stay, Extension or Usury Laws.

     The Company covenants, and each Subsidiary Guarantor shall covenant, (to
the extent that each may lawfully do so) that it will not at any time insist
upon, plead or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension, or usury law or other law, which would prohibit or
forgive the Company or any Subsidiary Guarantor from paying all or any portion
of the principal of (premium, if any, on) and/or interest on the Securities as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture; and (to the
extent that it may lawfully do so) the Company hereby expressly waives, and each
Subsidiary Guarantor shall expressly waive all benefit or advantage of any such
law, and the Company covenants and each Subsidiary Guarantor shall covenant that
it will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

Section 4.15   Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This
Section 4.15 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 4.8 hereof or a suit by Holders of more than 10% in
principal amount of the then Outstanding Securities.

                                   ARTICLE V

                                  THE TRUSTEE

     The Trustee hereby accepts the trust imposed upon it by this Indenture and
covenants and agrees to perform the same, as herein expressed.

Section 5.1    Notice of Defaults.

     If a Default or Event of Default occurs and is known to the Trustee, the
Trustee shall mail to each Holder notice of the Default or Event of Default
within 60 days after the occurrence thereof in the manner and to the extent
provided in TIA Section 313(c), provided, however, that, except in the case of a
Default or Event of Default in the payment of the principal of (or premium, if
any, on) or interest on any Security, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee, or a trust committee of directors and/or Responsible Officers, of the
Trustee in good faith determine that the withholding of such notice is in the
interests of the Holders.

                                     -52-
<PAGE>

Section 5.2    Certain Rights of Trustee.

     Subject to the provisions of TIA Sections 315(a) through 315(d):

               (a)  the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

               (b)  any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

               (c)  whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

               (d)  the Trustee may consult with counsel of its selection, and
the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

               (e)  the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;

               (f)  the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney;

               (g)  the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder;

               (h)  the Trustee shall not be liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Indenture;
and

               (i)  the Trustee shall not be deemed to know or otherwise have
notice of any Default or Event of Default unless a Responsible Officer of the
Trustee has actual knowledge

                                     -53-
<PAGE>

thereof or unless written notice of any event which is in fact a Default or
Event of Default is received by a Responsible Officer of the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Securities
and this Indenture.

         The Trustee shall not be required to advance, expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

Section 5.3 Trustee Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities and the notations
of Subsidiary Guarantees thereon, except for the Trustee's certificates of
authentication, shall be taken as the statements of the Company or the
Subsidiary Guarantors, as the case may be, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities, except that
the Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder,
and that the statements made by it in a Statement of Eligibility on Form T-1
supplied to the Company are true and accurate, subject to the qualifications set
forth herein. The Trustee shall not be accountable for the use or application by
the Company of the Securities or the proceeds thereof.

Section 5.4 May Hold Securities.

         The Trustee, any Paying Agent, any Security Registrar or any other
agent of the Company, any Subsidiary Guarantor or of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Company
and any Subsidiary Guarantor with the same rights it would have if it were not
the Trustee, Paying Agent, Security Registrar or such other agent.

Section 5.5 Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company or any Subsidiary Guarantor.

Section 5.6 Compensation and Reimbursement.

         The Company agrees:

            (a) to pay to the Trustee from time to time such compensation as
shall be agreed in writing from time to time between the Company and the Trustee
for all services rendered by it hereunder (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust);

            (b) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the

                                     -54-
<PAGE>

Trustee in accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel, except any such expense, disbursement or advance as may be attributable
to the Trustee's negligence or bad faith); and

            (c) to indemnify the Trustee or any predecessor Trustee for, and to
hold it harmless against, any and all loss, liability, damage, claim or expense,
including taxes (other than taxes based on the income of the Trustee) incurred
without negligence or bad faith on its part, (i) arising out of or in connection
with the acceptance or administration of this trust, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder or (ii) in
connection with enforcing this indemnification provision.

         The obligations of the Company under this Section 5.6 to compensate the
Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and hold harmless the Trustee shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture or any other termination under any Insolvency or
Liquidation Proceeding. As security for the performance of such obligations of
the Company, the Trustee shall have a claim and lien prior to the Securities
upon all Property and funds held or collected by the Trustee as such, except
funds held in trust for payment of principal of (and premium, if any, on) or
interest on particular Securities. Such lien shall survive the satisfaction and
discharge of this Indenture or any other termination under any Insolvency or
Liquidation Proceeding.

         When the Trustee incurs expenses or renders services after the
occurrence of a Default or an Event of Default specified in paragraphs (i) or
(j) of Section 4.1 of this Indenture, such expenses and the compensation for
such services are intended to constitute expenses of administration under any
Insolvency or Liquidation Proceeding.

Section 5.7 Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be eligible
to act as Trustee under TIA Section 310(a)(1) and shall have a combined capital
and surplus of at least $50,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of federal,
state, territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section 5.7, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

Section 5.8 Conflicting Interests.

         The Trustee shall comply with the provisions of Section 310(b) of the
Trust Indenture Act.

                                     -55-
<PAGE>

Section 5.9 Resignation and Removal; Appointment of Successor.

            (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 5.10 hereof.

            (b) The Trustee may resign at any time by giving written notice
thereof to the Company. If the instrument of acceptance by a successor Trustee
required by Section 5.10 hereof shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee.

            (c) The Trustee may be removed at any time by Act of the Holders of
not less than a majority in principal amount of the Outstanding Securities,
delivered to the Trustee and to the Company. If the instrument of acceptance by
a successor Trustee required by Section 5.10 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of removal, the
Trustee being removed may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Trustee.

            (d) If at any time

                   (i)   the Trustee shall fail to comply with the provisions of
         TIA Section 310(b) after written request therefor by the Company or by
         any Holder who has been a bona fide Holder of a Security for at least
         six months, or

                   (ii)  the Trustee shall cease to be eligible under Section
         5.7 hereof and shall fail to resign after written request therefor by
         the Company or by any Holder who has been a bona fide Holder of a
         Security for at least six months, or

                   (iii) the Trustee shall become incapable of acting or shall
         be adjudged a bankrupt or insolvent or a receiver of the Trustee or of
         its property shall be appointed or any public officer shall take charge
         or control of the Trustee or of its property or affairs for the purpose
         of rehabilitation, conservation or liquidation,

then, in any such case, (A) the Company, by a Board Resolution, may remove the
Trustee, or (B) subject to TIA Section 315(e), any Holder who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

           (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the Company.
If no successor Trustee shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, any

                                     -56-
<PAGE>

Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee. Such
successorship may, but need not be, evidenced by a supplemental indenture.

            (f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to the
Holders of Securities in the manner provided for in Section 14.5 hereof. Each
notice shall include the name of the successor Trustee and the address of its
Corporate Trust Office.

Section 5.10 Acceptance of Appointment by Successor.

         Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of all amounts due
it under Section 5.6 hereof, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring Trustee
and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder. Upon request of any
such successor Trustee, the Company shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts.

         No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

Section 5.11 Merger, Conversion, Consolidation or Succession to Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities;
and in case at that time any of the Securities shall not have been
authenticated, any successor Trustee may authenticate such Securities either in
the name of any predecessor hereunder or in the name of the successor Trustee;
and in all such cases such certificates shall have the full force which it is
anywhere in the Securities or in this Indenture; provided, however, that the
right to adopt the certificate of authentication of any predecessor Trustee or
to authenticate Securities in the name of any predecessor Trustee shall apply
only to its successor or successors by merger, conversion or consolidation.

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Section 5.12 Preferential Collection of Claims Against Company.

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor under the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company or any such other obligor.

                                  ARTICLE VI

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 6.1  Disclosure of Names and Addresses of Holders.

         Every Holder of Securities, by receiving and holding the same, agrees
with the Company, the Subsidiary Guarantors, if any, the Security Registrar and
the Trustee that none of the Company, the Subsidiary Guarantors, the Security
Registrar or the Trustee, or any agent of either of them, shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders in accordance with TIA Section 312, regardless of
the source from which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material pursuant to a request
made under TIA Section 312(b).

Section 6.2  Reports By Trustee.

         Within 60 days after May 15 of each year commencing with May 15, 2001,
the Trustee shall transmit by mail to the Holders, as their names and addresses
appear in the Security Register, a brief report dated as of such May 15 in
accordance with and to the extent required under TIA Section 313(a). The Trustee
shall also comply with TIA Sections 313(b) and 313(c).

         The Company shall promptly notify the Trustee in writing if the
Securities become listed on any stock exchange or automatic quotation system.

         A copy of each Trustee's report, at the time of its mailing to Holders
of Securities, shall be mailed to the Company and filed with the Commission and
each stock exchange, if any, on which the Securities are listed.

Section 6.3  Reports by Company.

         The Company (and any Subsidiary Guarantor, if applicable) shall:

             (a) file with the Trustee, and provide to each Holder, without cost
to such Holder, within 15 days after the Company (and any Subsidiary Guarantor,
if applicable) is required to file the same with the Commission, copies, without
exhibits, of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) which the Company (and
any Subsidiary Guarantor, if applicable) may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if
the Company (and any Subsidiary Guarantor, if applicable) is not required to
file information, documents or reports pursuant to either of said Sections, then
it shall file with the Trustee and the Commission, in

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accordance with the rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Exchange Act in
respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations;

            (b) file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the
Company (and any Subsidiary Guarantor, if applicable) with the conditions and
covenants of this Indenture as may be required from time to time by such rules
and regulations; and

            (c) transmit by mail to all Holders, in the manner and to the extent
provided in TIA Section 313(c), within 30 days after the filing thereof with
Trustee, such summaries of any information, documents and reports required to be
filed by the Company (and any Subsidiary Guarantor, if applicable) pursuant to
paragraphs (a) and (b) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission. Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

                                  ARTICLE VII

             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 7.1 Company May Consolidate, etc., Only on Certain Terms.

         The Company shall not, in any single transaction or a series of related
transactions, merge or consolidate with or into any other Person, or sell,
assign, convey, transfer or lease or otherwise dispose of the Properties of the
Company and its Restricted Subsidiaries substantially as an entirety on a
consolidated basis to any Person, and the Company shall not permit any
Restricted Subsidiary to enter into any transaction or series of related
transactions if such transaction or series of transactions would result in a
sale, assignment, conveyance, transfer, lease or other disposition of the
Properties of the Company and its Restricted Subsidiaries substantially as an
entirety on a consolidated basis to any Person, unless at the time and after
giving affect thereto:

            (a) either (i) if the transaction or series of related transactions
is a merger or consolidation, the Company shall be the surviving Person of such
merger or consolidation, or (ii) the Person (if other than the Company) formed
by such consolidation or into which the Company or such Restricted Subsidiary is
merged or to which the Properties of the Company or such Restricted Subsidiary,
as the case may be, are sold, assigned, conveyed, transferred, leased or
otherwise disposed of (any such surviving Person or transferee Person being the
"Surviving Entity") shall be a corporation organized and existing under the laws
of the United States of America, any state thereof or the District of Columbia
and shall, in either case, expressly assume by a supplemental indenture to this
Indenture executed and delivered to the Trustee, in form

                                     -59-
<PAGE>

satisfactory to the Trustee, all the obligations of the Company for the due and
punctual payment of the principal of (and premium, if any, on) and interest on
all the Securities and the performance and observance of every covenant of this
Indenture on the part of the Company to be performed or observed, and this
Indenture shall remain in full force and effect;

            (b) immediately before and immediately after giving effect to such
transaction or series of transactions on a pro forma basis (and treating any
Indebtedness not previously an obligation of the Company or any of its
Restricted Subsidiaries which becomes the obligation of the Company or any of
its Restricted Subsidiaries in connection with or as a result of such
transaction or series of transactions as having been incurred at the time of
such transaction or series of transactions), no Default or Event of Default
shall have occurred and be continuing;

            (c) except in the case of the consolidation or merger of any
Restricted Subsidiary with or into the Company, immediately after giving effect
to such transaction or series of transactions on a pro forma basis, the
Consolidated Net Worth of the Company (or the Surviving Entity if the Company is
not the continuing obligor under this Indenture) is at least equal to the
Consolidated Net Worth of the Company immediately before such transaction or
series of transactions;

            (d) except in the case of the consolidation or merger of (i) any
Restricted Subsidiary with or into the Company or any Wholly Owned Restricted
Subsidiary or (ii) the Company with or into any Person that has no Indebtedness
outstanding, immediately before and after giving effect to such transaction or
series of transactions on a pro forma basis (on the assumption that the
transaction or series of transactions occurred on the first day of the period of
four full fiscal quarters ending immediately prior to the consummation of such
transaction or series of transactions, with the appropriate adjustments with
respect to such transaction or series of transactions being included in such pro
forma calculation) the Company (or the Surviving Entity if the Company is not
the continuing obligor under this Indenture) could incur $1.00 of additional
Indebtedness (other than Permitted Indebtedness) under Section 9.11 hereof;

            (e) each Subsidiary Guarantor, unless it is the party to the
transactions or series of transactions described above, shall have by
supplemental indenture confirmed that its Subsidiary Guarantee shall apply to
such Person's obligations under this Indenture and the Securities;

            (f) if any of the Properties of the Company or any Restricted
Subsidiary would upon such transaction or series of transactions become subject
to any Lien (other than a Permitted Lien), the creation or imposition of such
Lien shall have been in compliance with Section 9.14 hereof; and

            (g) the Company or such Person shall have delivered to the Trustee
(i) an Officers' Certificate in form and substance reasonably acceptable to the
Trustee, stating that such consolidation, merger, conveyance, transfer, lease or
other disposition and, if a supplemental indenture is required in connection
with such transaction, such supplemental indenture, complies with this Indenture
and that all conditions precedent herein relating to such transaction or
transactions have been satisfied and (ii) an Opinion of Counsel stating that the
requirements of Section 7.1(a) hereof have been complied with.

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<PAGE>

Section 7.2 Successor Substituted.

         Upon any consolidation of the Company with or merger of the Company
into any other corporation or any sale, assignment, lease, conveyance, transfer
or other disposition substantially as an entirety on a consolidated basis of the
Properties of the Company to any Person in accordance with Section 7.1 hereof,
the Surviving Entity formed by such consolidation or into which the Company is
merged or to which such sale, assignment, conveyance, transfer or other
disposition (other than by lease) is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such Surviving Entity had been named as the Company
herein, and in the event of any such sale, assignment, lease, conveyance,
transfer or other disposition, the Company (which term shall for this purpose
mean the Person named as the "Company" in the first paragraph of this Indenture
or any Surviving Entity which shall theretofore become such in the manner
described in Section 7.1 hereof), except in the case of a lease, shall be
discharged of all obligations and covenants under this Indenture and the
Securities and the Company may be dissolved and liquidated and such dissolution
and liquidation shall not cause a Change of Control under clause (e) of the
definition thereof to occur unless the merger, or the sale, assignment, lease,
conveyance, transfer or other disposition substantially as an entirety of the
Properties of the Company to any Person otherwise results in a Change of
Control.

                                 ARTICLE VIII

                            SUPPLEMENTAL INDENTURES

Section 8.1 Supplemental Indentures without Consent of Holders.

         Without the consent of any Holders, the Company, when authorized by a
Board Resolution, any Subsidiary Guarantors, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:

            (a) to evidence the succession of another Person to the Company and
the assumption by any such successor of the covenants of the Company contained
herein and in the Securities; or

            (b) to add to the covenants of the Company for the benefit of the
Holders or to surrender any right or power herein conferred upon the Company; or

            (c) to add any additional Events of Default; or

            (d) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee pursuant to the requirements of Sections 5.9
and 5.10 hereof; or

            (e) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein,
or to qualify, or maintain the qualification of, the Indenture under the TIA or
to make any other provisions with respect to

                                     -61-
<PAGE>

matters or questions arising under this Indenture or the Registration Rights
Agreement; provided, that such action shall not adversely affect the interests
of the Holders; or

            (f) to secure the Securities pursuant to the requirements of Section
9.14 hereof or otherwise; or

            (g) to add any Person as a Subsidiary Guarantor as provided in
Section 9.12(a) hereof or to evidence the succession of another Person to any
Subsidiary Guarantor and the assumption by any such successor of the covenants
and agreements of such Subsidiary Guarantor contained herein, in the Securities
and in the Subsidiary Guarantee as provided in Section 12.2(b) hereof; or

            (h) to release a Subsidiary Guarantor from its Subsidiary Guarantee
pursuant to Section 9.12(b) hereof; or

            (i) to provide for uncertificated Securities in addition to or in
place of certificated Securities.

Section 8.2 Supplemental Indentures with Consent of Holders.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities, by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board
Resolution, any Subsidiary Guarantors, when authorized by a Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders under this Indenture; provided, however, that
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

            (a) change the Stated Maturity of the principal of, or any
installment of interest on, any Security, or reduce the principal amount thereof
or the rate of interest thereon or any premium payable upon the redemption
thereof, or change the place of payment of any Security, or change the coin or
currency in which any Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment after the Stated Maturity thereof (or, in the case of redemption, on or
after the Redemption Date); or

            (b) reduce the percentage of aggregate principal amount of the
Outstanding Securities, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver of compliance with certain provisions of this Indenture or certain
Defaults or Events of Default hereunder and their consequences provided for in
this Indenture; or

            (c) modify any of the provisions of this Section or Section 4.13 or
9.22 hereof, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected thereby;

                                     -62-
<PAGE>

            (d) modify Section 9.12 hereof or any provisions of this Indenture
relating to any Subsidiary Guarantees in a manner adverse to the Holders
thereof; or

            (e) amend or modify the obligation of the Company to make and
consummate a Change of Control Offer in the event of a Change of Control, or to
make and consummate a Net Proceeds Offer with respect to any Asset Sale or
modify any of the provisions or definitions with respect thereto.

         It shall not be necessary for any Act of the Holders under this Section
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

Section 8.3 Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

Section 8.4 Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

Section 8.5 Conformity with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

Section 8.6 Reference in Securities to Supplemental Indentures.

         Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company, with the notations of Subsidiary Guarantees thereon executed by the
Subsidiary Guarantors, if any, and authenticated and delivered by the Trustee in
exchange for Outstanding Securities.

                                     -63-
<PAGE>

Section 8.7 Notice of Supplemental Indentures.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 8.2 hereof, the
Company shall give notice thereof to the Holders of each Outstanding Security
affected, in the manner provided for in Section 14.5 hereof, setting forth in
general terms the substance of such supplemental indenture.

                                  ARTICLE IX

                                   COVENANTS

Section 9.1 Payment of Principal, Premium, if any, and Interest.

         The Company covenants and agrees for the benefit of the Holders that it
will duly and punctually pay the principal of (and premium, if any, on) and
interest on the Securities in accordance with the terms of the Securities, the
Registration Rights Agreement and this Indenture. The Company shall pay interest
(including post-petition interest in any proceeding under the Federal Bankruptcy
Code or any similar state bankruptcy law) on overdue principal, and premium, if
any, at the rate borne by the Securities to the extent lawful; and it shall pay
interest (including post-petition interest in any proceeding under the Federal
Bankruptcy Code or any similar state bankruptcy law) on overdue installments of
interest (without regard to any applicable grace period) at the same rate to the
extent lawful.

Section 9.2 Maintenance of Office or Agency.

         The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency where Securities may be presented or surrendered for
payment, where Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities, the Subsidiary Guarantees and this Indenture may be served. The
office of Wells Fargo Bank Minnesota, National Association, c/o Bankers Trust
Company, 16 Wall Street - 4th Floor, New York, New York 10015, Attention: Window
No. 42, shall be such office or agency of the Company, unless the Company shall
designate and maintain some other office or agency for one or more of such
purposes. The Company will give prompt written notice to the Trustee of any
change in the location of any such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the aforementioned office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies (in or outside of the City of New York) where the Securities
may be presented or surrendered for any or all such purposes and may from time
to time rescind any such designation; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in the Borough of Manhattan, the City
of New York for such purposes. The Company will give prompt written notice to
the Trustee of any such designation or rescission and any change in the location
of any such other office or agency.

                                     -64-
<PAGE>

Section 9.3 Money for Security Payments to Be Held in Trust.

         If the Company shall at any time act as its own Paying Agent, it shall,
on or before each due date of the principal of (and premium, if any, on) or
interest on any of the Securities, segregate and hold in trust for the benefit
of the Persons entitled thereto a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act.

         Whenever the Company shall have one or more Paying Agents for the
Securities, it will, on or before 11:00 A.M., New York City time, on each due
date of the principal of (and premium, if any, on), or interest on, any
Securities, deposit with a Paying Agent a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal, premium or interest,
and (unless such Paying Agent is the Trustee) the Company shall promptly notify
the Trustee of such action or any failure so to act.

         The Company shall cause each Paying Agent (other than the Trustee) to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

            (a) hold all sums held by it for the payment of the principal of
(and premium, if any, on) or interest on Securities in trust for the benefit of
the Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;

            (b) give the Trustee notice of any Default by the Company (or any
other obligor upon the Securities) in the making of any payment of principal
(and premium, if any) or interest; and

            (c) at any time during the continuance of any such Default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such sums.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any, on) or interest on any Security and remaining unclaimed for two years or
such lesser period of time as may be required by applicable escheat laws after
such principal (and premium, if any) or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the

                                     -65-
<PAGE>

Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, the City of New York,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

Section 9.4 Corporate Existence.

         Except as permitted by Article VII hereof, Section 9.16 hereof or other
provisions of this Indenture, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect the corporate
existence, rights (charter and statutory) and franchises of the Company and each
Restricted Subsidiary; provided, however, that the Company shall not be required
to preserve any such existence of its Restricted Subsidiaries, right or
franchise, if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Restricted Subsidiaries, taken as a whole, and that the loss thereof is not
disadvantageous in any material respect to the Holders.

Section 9.5 Payment of Taxes and Other Claims.

         The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (a) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Restricted
Subsidiary or upon the income, profits or Property of the Company or any
Restricted Subsidiary and (b) all lawful claims for labor, materials and
supplies, which, if unpaid, could by law become a Lien upon the Property of the
Company or any Restricted Subsidiary; provided, however, that the Company shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings and for which
appropriate provision has been made in accordance with GAAP.

Section 9.6 Maintenance of Properties.

         The Company shall cause all material Properties owned by the Company or
any Restricted Subsidiary and used or held for use in the conduct of its
business or the business of any Restricted Subsidiary to be maintained and kept
in good condition, repair and working order (ordinary wear and tear excepted);
provided, however, that nothing in this Section shall prevent the Company from
discontinuing the maintenance of any of such Properties if such discontinuance
is, in the judgment of the Company, desirable in the conduct of its business or
the business of any Restricted Subsidiary and not disadvantageous in any
material respect to the Holders. Notwithstanding the foregoing, nothing
contained in this Section 9.6 shall limit or impair in any way the right of the
Company and its Restricted Subsidiaries to sell, divest and otherwise to engage
in transactions that are otherwise permitted by this Indenture.

Section 9.7 Insurance.

         The Company shall at all times keep all of its and its Restricted
Subsidiaries' Properties which are of an insurable nature insured with insurers,
believed by the Company to be

                                     -66-
<PAGE>

responsible, against loss or damage to the extent that Property of similar
character is usually so insured by corporations similarly situated and owning
like Properties.

         The Company may adopt such other plan or method of protection, in lieu
of or supplemental to insurance with insurers, whether by the establishment of
an insurance fund or reserve to be held and applied to make good losses from
casualties, or otherwise, conforming to the systems of self-insurance maintained
by corporations similarly situated and owning like Properties, as may be
determined by the Company.

Section 9.8 Statement by Officers as to Default.

            (a) The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year of the Company and within 45 days of the end of each
of the first, second and third quarters of each fiscal year of the Company, in
each case ending after the date hereof, an Officers' Certificate stating that a
review of the activities of the Company during the preceding fiscal quarter or
fiscal year, as applicable, has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his knowledge the Company is not in Default in the performance or observance of
any of the terms, provisions and conditions hereof or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he may have knowledge and that to the best of his knowledge no event
has occurred and remains in existence by reason of which payments on account of
the principal of or interest, if any, on the Securities are prohibited or if
such event has occurred, a description of the event. Such Officers' Certificate
shall comply with TIA Section 314(a)(4). For purposes of this Section 9.8(a),
such compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.

            (b) The Company and any Subsidiary Guarantors shall, so long as any
of the Securities are outstanding, deliver to the Trustee forthwith upon any
Officer becoming aware of any Default or Event of Default, an Officers'
Certificate specifying such Default or Event of Default and what action the
Company or any Subsidiary Guarantor proposes to take with respect thereto within
10 days after its becoming aware of the occurrence of such Default or Event of
Default.

Section 9.9 Reports.

         The Company and any Subsidiary Guarantors shall file on a timely basis
with the Commission, to the extent such filings are accepted by the Commission
and whether or not the Company has a class of securities registered under the
Exchange Act, the annual reports, quarterly reports and other documents (in each
case without exhibits) that the Company would be required to file if it were
subject to Section 13 or 15(d) of the Exchange Act. The Company (and the

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Subsidiary Guarantors, if applicable) will also be required (a) to file with the
Trustee, and provide to each Holder of Securities, without cost to such Holder,
copies of such reports and documents within 15 days after the date on which the
Company files such reports and documents with the Commission or the date on
which the Company (and the Subsidiary Guarantors, if applicable) would be
required to file such reports and documents if the Company (and the Subsidiary
Guarantors, if applicable) were so required and (b) if filing such reports and
documents with the Commission is not accepted by the Commission or is prohibited
under the Exchange Act, to furnish at the Company's cost copies of such reports
and documents to any Holder of Securities promptly upon written request. During
any period in which the Company is not subject to Section 13 or 15(d) of the
Exchange Act and, for so long as any Transfer Restricted Securities remain
outstanding, the Company shall furnish to all Holders and prospective purchasers
of the Securities designated by the Holders of Transfer Restricted Securities,
promptly upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) of the Securities Act. The Company and each Subsidiary
Guarantor also shall comply with the other provisions of TIA Section 314(a).

Section 9.10 Limitation on Restricted Payments.

            (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, take any of the following actions (unless
such action constitutes a Permitted Investment):

                (i)   declare or pay any dividend on, or make any distribution
         to holders of, any shares of the Company's Capital Stock (other than
         dividends or distributions payable solely in shares of Qualified
         Capital Stock of the Company, options, warrants or other rights to
         purchase Qualified Capital Stock of the Company);

                (ii)  purchase, redeem or otherwise acquire or retire for value
         any Capital Stock of the Company or any Affiliate thereof (other than
         any Wholly Owned Restricted Subsidiary of the Company) or any options,
         warrants or other rights to acquire such Capital Stock; provided,
         however, that the Company may make any payment of the applicable
         redemption price in connection with a Qualified Redemption Transaction;

                (iii) make any principal payment on or repurchase, redeem,
         defease or otherwise acquire or retire for value, prior to any
         scheduled principal payment, scheduled sinking fund payment or
         maturity, any Pari Passu Indebtedness or Subordinated Indebtedness,
         except in any case out of a Pari Passu Offer or a Net Proceeds
         Deficiency pursuant to the provisions of Section 9.16 hereof and except
         upon a Change of Control or similar event required by the indenture or
         other agreement or instrument pursuant to which such Pari Passu
         Indebtedness or Subordinated Indebtedness was issued, provided the
         Company is then obligated to make a Change of Control Offer in
         compliance with Section 9.15 hereof; provided, however, that the
         Company may make any payment of the applicable redemption price in
         connection with a Qualified Redemption Transaction;

                (iv)  declare or pay any dividend on, or make any distribution
         to the holders of, any shares of Capital Stock of any Restricted
         Subsidiary of the Company (other than to the Company or any of its
         Wholly Owned Restricted Subsidiaries) or purchase, redeem or otherwise
         acquire or retire for value any Capital Stock of any Restricted
         Subsidiary (other than a Wholly Owned Restricted Subsidiary) or any
         options, warrants or other rights to acquire any such Capital Stock
         (other than with respect to any such Capital Stock held by the Company
         or any Wholly Owned Restricted Subsidiary of the Company);

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<PAGE>

                (v)  make any Investment; or

                (vi) in connection with the acquisition of any property or asset
         by the Company or its Restricted Subsidiaries after the date of this
         Indenture, which property or asset would secure or be subject to any
         Production Payment obligations of the Company or its Restricted
         Subsidiaries, make any investment (of cash, property or other assets)
         in such property or asset so acquired in addition to the amount of
         Indebtedness (including Production Payment obligations) incurred by the
         Company or its Restricted Subsidiaries in connection with such
         acquisition;

         (such payments or other actions described in (but not excluded from)
         clauses (i) through (vi) are collectively referred to as "Restricted
         Payments"), unless at the time of and after giving effect to the
         proposed Restricted Payment (with the amount of any such Restricted
         Payment, if other than cash, being the amount determined by the Board
         of Directors, whose determination shall be conclusive and evidenced by
         a Board Resolution), (1) no Default or Event of Default shall have
         occurred and be continuing, (2) the Company could incur $1.00 of
         additional Indebtedness (other than Permitted Indebtedness) in
         accordance with Section 9.11 hereof and (3) the aggregate amount of all
         Restricted Payments declared or made after the date of this Indenture
         shall not exceed the sum (without duplication) of the following:

                (I)    50% of the aggregate Consolidated Net Income of the
            Company accrued on a cumulative basis during the period beginning on
            April 1, 2001 and ending on the last day of the Company's last
            fiscal quarter ending prior to the date of such proposed Restricted
            Payment (or, if such aggregate cumulative Consolidated Net Income
            shall be a loss, minus 100% of such loss), plus

                (II)   the aggregate net cash proceeds received after the date
            of this Indenture by the Company as capital contributions to the
            Company (other than from any Restricted Subsidiary), plus

                (III)  the aggregate net cash proceeds received after the date
            of this Indenture by the Company from the issuance or sale (other
            than to any of its Restricted Subsidiaries) of shares of Qualified
            Capital Stock of the Company or any options, warrants or rights to
            purchase such shares of Qualified Capital Stock of the Company, plus

                (IV)   the aggregate net cash proceeds received after the date
            of this Indenture by the Company (other than from any of its
            Restricted Subsidiaries) upon the exercise of any options, warrants
            or rights to purchase shares of Qualified Capital Stock of the
            Company, plus

                (V)    the aggregate net cash proceeds received after the date
            of this Indenture by the Company from the issuance or sale (other
            than to any of its Restricted Subsidiaries) of debt securities
            (including Redeemable Capital Stock) that have been converted into
            or exchanged for Qualified Capital Stock of the Company to the
            extent such debt securities were originally sold for cash, plus

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<PAGE>

                (VI)   to the extent not otherwise included in the Company's
     Consolidated Net Income, the aggregate net cash proceeds received after the
     date of this Indenture by the Company from an Asset Sale involving assets
     originally acquired through the issuance or sale (other than to any of its
     Restricted Subsidiaries) of Qualified Capital Stock or debt securities
     (including Redeemable Capital Stock) that have been converted into or
     exchanged for Qualified Capital Stock of the Company, plus

                (VII)  an amount equal to the aggregate liquidation preference
     of the Company's 6 1/2% Cumulative Quarterly Income Convertible Preferred
     Securities, Series A, upon the conversion or exchange of such securities
     for Qualified Capital Stock of the Company, plus

                (VIII) to the extent not otherwise included in the Company's
     Consolidated Net Income, the net reduction in Investments in Affiliates and
     Unrestricted Subsidiaries resulting from the payments of interest on
     Indebtedness, dividends, repayments of loans or advances, or other
     transfers of assets, in each case to the Company or a Restricted Subsidiary
     after the date of this Indenture from any Affiliate or Unrestricted
     Subsidiary or from the redesignation of an Unrestricted Subsidiary as a
     Restricted Subsidiary (valued in each case as provided in the definition of
     "Investment"), not to exceed in the case of any Affiliate or Unrestricted
     Subsidiary the total amount of Investments (other than Permitted
     Investments) in such Affiliate or Unrestricted Subsidiary made by the
     Company and its Restricted Subsidiaries in such Affiliate or Unrestricted
     Subsidiary after the date of this Indenture, plus

                (IX)   $25,000,000.

     (b) Notwithstanding paragraph (a) above, the Company and its Restricted
Subsidiaries may take the following actions so long as (in the case of clauses
(ii), (iii) and (iv) below) no Default or Event of Default shall have occurred
and be continuing:

            (i)   the payment of any dividend within 60 days after the date of
   declaration thereof, if at such declaration date such declaration complied
   with the provisions of paragraph (a) above (and such payment shall be deemed
   to have been paid on such date of declaration for purposes of any calculation
   required by the provisions of paragraph (a) above);

            (ii)  the repurchase, redemption or other acquisition or retirement
   of any shares of any class of Capital Stock of the Company or any Restricted
   Subsidiary, in exchange for, or out of the aggregate net cash proceeds of, a
   substantially concurrent issue and sale (other than to a Restricted
   Subsidiary) of shares of Qualified Capital Stock of the Company;

            (iii) the purchase, redemption, repayment, defeasance or other
   acquisition or retirement for value of any Subordinated Indebtedness (other
   than Redeemable Capital Stock) in exchange for or out of the aggregate net
   cash proceeds of a

                                     -70-
<PAGE>

     substantially concurrent issue and sale (other than to a Restricted
     Subsidiary) of shares of Qualified Capital Stock of the Company.

               (iv) the purchase, redemption, repayment, defeasance or other
     acquisition or retirement for value of Subordinated Indebtedness (other
     than Redeemable Capital Stock) in exchange for, or out of the aggregate net
     cash proceeds of, a substantially concurrent incurrence (other than to a
     Restricted Subsidiary) of Subordinated Indebtedness of the Company so long
     as (A) the principal amount of such new Indebtedness does not exceed the
     principal amount (or, if such Subordinated Indebtedness being refinanced
     provides for an amount less than the principal amount thereof to be due and
     payable upon a declaration of acceleration thereof, such lesser amount as
     of the date of determination) of the Subordinated Indebtedness being so
     purchased, redeemed, repaid, defeased, acquired or retired, plus the amount
     of any premium required to be paid in connection with such refinancing
     pursuant to the terms of the Subordinated Indebtedness refinanced or the
     amount of any premium reasonably determined by the Company as necessary to
     accomplish such refinancing, plus the amount of fees and expenses of the
     Company incurred in connection with such refinancing, (B) such new
     Subordinated Indebtedness is subordinated to the Securities at least to the
     same extent as such Subordinated Indebtedness so purchased, redeemed,
     repaid, defeased, acquired or retired, (C) such new Subordinated
     Indebtedness has an Average Life to Stated Maturity that is longer than the
     Average Life to Stated Maturity of the Securities and such new Subordinated
     Indebtedness has a Stated Maturity for its final scheduled principal
     payment that is at least 91 days later than the Stated Maturity for the
     final scheduled principal payment of the Securities; and

               (v)  repurchases, acquisitions or retirements of shares of
     Qualified Capital Stock of the Company deemed to occur upon the exercise of
     stock options or similar rights issued under employee benefit plans of the
     Company if such shares represent all or a portion of the exercise price or
     are surrendered in connection with satisfying any Federal income tax
     obligation or are repurchased or acquired to fulfill obligations of the
     Company or any Restricted Subsidiary under employee compensation or other
     benefit arrangements entered into or provided for in the ordinary course of
     business.

     The actions described in clauses (i), (ii) and (iii) of this paragraph (b)
     shall be Restricted Payments that shall be permitted to be taken in
     accordance with this paragraph (b) but shall reduce the amount that would
     otherwise be available for Restricted Payments under clause (3) of
     paragraph (a) (provided, that any dividend paid pursuant to clause (i) of
     this paragraph (b) shall reduce the amount that would otherwise be
     available under clause (3) of paragraph (a) when declared, but not also
     when subsequently paid pursuant to such clause (i)), and the actions
     described in clauses (iv) and (v) of this paragraph (b) shall be Restricted
     Payments that shall be permitted to be taken in accordance with this
     paragraph and shall not reduce the amount that would otherwise be available
     for Restricted Payments under clause (3) of paragraph (a).

          (c) In computing Consolidated Net Income of the Company under
paragraph (a) above, (i) the Company shall use audited financial statements for
the portions of the relevant

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<PAGE>

period for which audited financial statements are available on the date of
determination and unaudited financial statements and other current financial
data based on the books and records of the Company for the remaining portion of
such period and (ii) the Company shall be permitted to rely in good faith on the
financial statements and other financial data derived from the books and records
of the Company that are available on the date of determination. If the Company
makes a Restricted Payment which, at the time of the making of such Restricted
Payment, would in the good faith determination of the Company be permitted under
the requirements of this Indenture, such Restricted Payment shall be deemed to
have been made in compliance with this Indenture notwithstanding any subsequent
adjustments made in good faith to the Company's financial statements affecting
Consolidated Net Income of the Company for any period.

Section 9.11 Limitation on Indebtedness.

     The Company shall not, and shall not permit any Restricted Subsidiary to,
create, incur, issue, assume, guarantee or in any manner become directly or
indirectly liable for the payment of (collectively "incur") any Indebtedness
(including any Acquired Indebtedness), other than Permitted Indebtedness and
Permitted Subsidiary Indebtedness, as the case may be; provided, however, that
the Company and its Restricted Subsidiaries that are Subsidiary Guarantors may
incur additional Indebtedness if (i) the Company's Consolidated Fixed Charge
Coverage Ratio for the four full fiscal quarters immediately preceding the
incurrence of such Indebtedness (and for which financial statements are
available), taken as one period (at the time of such incurrence, after giving
pro forma effect to: (A) the incurrence of such Indebtedness and (if applicable)
the application of the net proceeds therefrom as if such Indebtedness had been
incurred and the application of such proceeds had occurred at the beginning of
such four-quarter period; (B) the incurrence, repayment or retirement of any
other Indebtedness (including Permitted Indebtedness and Permitted Subsidiary
Indebtedness) by the Company or its Restricted Subsidiaries since the first day
of such four-quarter period (including any other Indebtedness to be incurred
concurrent with the incurrence of such Indebtedness) as if such Indebtedness had
been incurred, repaid or retired at the beginning of such four-quarter period;
and (C) notwithstanding clause (d) of the definition of Consolidated Net Income,
the acquisition (whether by purchase, merger or otherwise) or disposition
(whether by sale, merger or otherwise) of any Person acquired or disposed of by
the Company or its Restricted Subsidiaries, as the case may be, since the first
day of such four-quarter period, as if such acquisition or disposition had
occurred at the beginning of such four-quarter period), would have been equal to
at least 2.5 to 1.0 and (ii) no Default or Event of Default would occur or be
continuing.

Section 9.12 Limitation on Non-Guarantor Restricted Subsidiaries.

     (a) The Company shall not permit any Restricted Subsidiary that is not a
Subsidiary Guarantor to guarantee the payment of any Indebtedness of the Company
unless (i)(A) such Restricted Subsidiary simultaneously executes and delivers a
supplemental indenture to this Indenture satisfactory in form to the Trustee
providing for a Subsidiary Guarantee of the Securities by such Restricted
Subsidiary which Subsidiary Guarantee will be subordinated to Guarantor Senior
Indebtedness (but no other Indebtedness) to the same extent that the Securities
are subordinated to Senior Indebtedness and (B), with respect to any guarantee
of Subordinated

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Indebtedness by a Restricted Subsidiary, any such guarantee shall be
subordinated to such Restricted Subsidiary's Subsidiary Guarantee at least to
the same extent as such Subordinated Indebtedness is subordinated to the
Securities; (ii) such Restricted Subsidiary waives, and agrees not in any manner
whatsoever to claim or take the benefit or advantage of, any rights of
reimbursement, indemnity or subrogation or any other rights against the Company
or any other Restricted Subsidiary as a result of any payment by such Restricted
Subsidiary under its Subsidiary Guarantee until such time as the obligations
guaranteed thereby are paid in full; and (iii) such Restricted Subsidiary shall
deliver to the Trustee an Opinion of Counsel to the effect that such Subsidiary
Guarantee has been duly executed and authorized and constitutes a valid, binding
and enforceable obligation of such Restricted Subsidiary, except insofar as
enforcement thereof (A) may be limited by bankruptcy, insolvency or similar laws
(including, without limitation, all laws relating to fraudulent transfers and
fraudulent conveyances), (B) is subject to general principles of equity and (C)
any implied covenant of good faith or fair dealing.

          (b) Notwithstanding the foregoing and the other provisions of this
Indenture, each Subsidiary Guarantee shall provide by its terms that it shall be
automatically and unconditionally released and discharged upon (i)(A) any sale,
exchange or transfer of all the Capital Stock in the applicable Subsidiary
Guarantor owned by the Company and any Restricted Subsidiary or (B) any sale,
assignment, conveyance, transfer, lease or other disposition of the properties
and assets of such Subsidiary Guarantor substantially as an entirety, in each
case, in a single transaction or series of related transactions to any Person
that is not a Restricted Subsidiary (provided, that such transaction or series
of transactions is not prohibited by the Indenture), (ii) the merger or
consolidation of such Subsidiary Guarantor with or into the Company or a
Restricted Subsidiary (provided, that, in the case of a merger into or
consolidation with a Restricted Subsidiary that is not then a Subsidiary
Guarantor, the surviving Restricted Subsidiary assumes the Subsidiary Guarantee
and such transaction or series of transactions is not prohibited by this
Indenture) or (iii) the release or discharge of all guarantees by such
Subsidiary Guarantor of Indebtedness other than the Note Obligations, except a
discharge or release by or as a result of the payment of such Indebtedness by
such Subsidiary Guarantor pursuant to its Subsidiary Guarantee.

Section 9.13 Limitation on Issuances and Sales of Restricted Subsidiary Capital
             Stock.

     The Company (a) shall not permit any Restricted Subsidiary to issue any
Preferred Stock (other than to the Company or a Wholly Owned Restricted
Subsidiary) and (b) shall not permit any Person (other than the Company and/or
one or more Wholly Owned Restricted Subsidiaries) to own any Capital Stock of
any Restricted Subsidiary; provided, however, that this covenant shall not
prohibit (i) the issuance and sale of all, but not less than all, of the issued
and outstanding Capital Stock of any Restricted Subsidiary owned by the Company
or any of its Restricted Subsidiaries in compliance with the other provisions of
this Indenture, (ii) the ownership by directors of directors' qualifying shares
or by other Persons of other shares to the extent mandated by applicable law,
(iii) the ownership by any Person of Capital Stock of a Restricted Subsidiary
that was owned by a Person at the time such Restricted Subsidiary became a
Restricted Subsidiary or acquired by a Person in connection with the formation
of the Restricted Subsidiary (including, in each case, any Capital Stock issued
as a result of a stock split, a dividend of shares of Capital Stock to holders
of such Capital Stock, a recapitalization affecting such Capital Stock or
similar event) and (iv) the ownership by any Person of Capital Stock of any
Foreign Subsidiary so long as none of the Capital Stock of that Subsidiary has
been issued in a public offering.

                                     -73-
<PAGE>

Section 9.14   Limitation on Liens.

     The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, create, incur, assume, affirm or suffer to exist or
become effective any Lien of any kind, except for Permitted Liens, on or with
respect to any of its Property (including any intercompany notes), whether owned
at the date of this Indenture or thereafter acquired, or any income, profits or
proceeds therefrom, or assign or otherwise convey any right to receive income
thereon, unless (a) in the case of any Lien securing Subordinated Indebtedness,
the Securities are secured by a Lien on such Property or proceeds that is senior
in priority to such Lien and (b) in the case of any other Lien, the Securities
are directly secured equally and ratably with the obligation or liability
secured by such Lien.

Section 9.15   Change of Control.

          (a)  Upon the occurrence of a Change of Control, the Company shall be
obligated to make an offer to purchase (a "Change of Control Offer") all of the
then outstanding Securities, in whole or in part, from the Holders of such
Securities in integral multiples of $1,000, at a purchase price (the "Change of
Control Purchase Price") equal to 101% of the aggregate principal amount of such
Securities, plus accrued and unpaid interest, if any, to the Change of Control
Purchase Date (as defined below), in accordance with the procedures set forth in
paragraphs (b), (c) and (d) of this Section. The Company shall, subject to the
provisions described below, be required to purchase all Securities properly
tendered into the Change of Control Offer and not withdrawn. The Company will
not be required to make a Change of Control Offer upon a Change of Control if a
third party makes the Change of Control Offer at the same purchase price, at the
same times and otherwise in substantial compliance with the requirements
applicable to a Change of Control Offer made by the Company and purchases all
Securities validly tendered and not withdrawn under such Change of Control
Offer.

          (b)  The Change of Control Offer is required to remain open for at
least 20 Business Days and until the close of business on the Change of Control
Purchase Date (as defined below).

          (c)  Not later than the 30th day following any Change of Control, the
Company shall give to the Trustee in the manner provided in Section 14.4 and
each Holder of the Securities in the manner provided in Section 14.5, a notice
(the "Change of Control Notice") stating:

               (i)   that a Change in Control has occurred and that such Holder
     has the right to require the Company to repurchase such Holder's
     Securities, or portion thereof, at the Change of Control Purchase Price;

               (ii)  any information regarding such Change of Control required
     to be furnished pursuant to Rule 14e-1 under the Exchange Act and any other
     securities laws and regulations thereunder;

               (iii) a purchase date (the "Change of Control Purchase Date")
     which shall be on a Business Day and no earlier than 30 days nor later than
     75 days from the date the Change of Control occurred;

                                     -74-
<PAGE>

               (iv)  that any Security, or portion thereof, not tendered or
     accepted for payment will continue to accrue interest;

               (v)   that unless the Company defaults in depositing money with
     the Paying Agent in accordance with clause (e) of this Section 9.15, or
     payment is otherwise prevented, any Security, or portion thereof, accepted
     for payment pursuant to the Change of Control Offer shall cease to accrue
     interest after the Change of Control Purchase Date; and

               (vi)  the instructions a Holder must follow in order to have its
     Securities repurchased in accordance with paragraph (e) of this Section.

          (d)  Holders electing to have Securities purchased will be required to
surrender such Securities to the Company at the address specified in the Change
of Control Notice on or prior to the Change of Control Purchase Date. Holders
will be entitled to withdraw their election if the Company receives, not later
than one Business Day prior to the Change of Control Purchase Date, a facsimile
transmission or letter setting forth the name of the Holder, the certificate
number(s) and principal amount of the Securities delivered for purchase by the
Holder as to which his election is to be withdrawn and a statement that such
Holder is withdrawing his election to have such Securities purchased. Holders
whose Securities are purchased only in part will be issued new Securities equal
in principal amount to the unpurchased portion of the Securities surrendered.

          (e)  On the Change of Control Payment Date, the Company shall (i)
accept for payment Securities or portions thereof tendered pursuant to a Change
of Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the
purchase price of all Securities or portions thereof so tendered and (iii)
deliver or cause to be delivered to the Trustee the Securities so accepted. The
Paying Agent shall promptly mail or deliver to Holders of the Securities so
accepted payment in an amount equal to the purchase price, and the Company shall
execute and the Trustee will promptly authenticate and mail or make available
for delivery to such Holders a new Security equal in principal amount to any
unpurchased portion of the Security which any such Holder did not surrender for
purchase. Any Securities not so accepted will be promptly mailed or delivered to
the Holder thereof. The Company shall announce the results of a Change of
Control Offer on or as soon as practicable after the Change of Control Payment
Date. For purposes of this Section 9.15, the Trustee will act as the Paying
Agent.

Section 9.16   Limitation on Disposition of Proceeds of Asset Sales.

          (a)  The Company shall not, and shall not permit any Restricted
Subsidiary to, engage in any Asset Sale unless (i) the Company or such
Restricted Subsidiary, as the case may be, receives consideration at the time of
such Asset Sale at least equal to the Fair Market Value of the Properties sold
or otherwise disposed of pursuant to the Asset Sale and (ii) at least 75% of the
consideration received by the Company or the Restricted Subsidiary, as the case
may be, in respect of such Asset Sale consists of cash, Cash Equivalents and/or
the assumption by the purchaser of liabilities of the Company (other than
liabilities of the Company that are by their terms subordinated to the
Securities) or any Restricted Subsidiary as a result of which the Company and
its remaining Restricted Subsidiaries are no longer liable.

                                     -75-
<PAGE>

          (b)  If the Company or any Restricted Subsidiary engages in an Asset
Sale, the Company may either (i) apply the Net Cash Proceeds thereof to reduce
Senior Indebtedness, to reduce Guarantor Senior Indebtedness or to reduce
Indebtedness of any Restricted Subsidiary incurred pursuant to clause (m) of the
definition of Permitted Subsidiary Indebtedness, provided, if any such Senior
Indebtedness, Guarantor Senior Indebtedness or Permitted Subsidiary Indebtedness
has been incurred under any revolving credit facility, that the related
commitment to lend or the amount available to be reborrowed under such facility
is also reduced, or (ii) invest all or any part of the Net Cash Proceeds
thereof, within 365 days after such Asset Sale, in Properties which replace the
Properties that were the subject of the Asset Sale or in Properties that will be
used in the business of the Company or its Restricted Subsidiaries, as the case
may be ("Replacement Assets"). The amount of such Net Cash Proceeds not applied
or invested as provided in this paragraph constitutes "Excess Proceeds."

          (c)  When the aggregate amount of Excess Proceeds equals or exceeds
$20,000,000 (the "Trigger Date") the Company shall make an offer to purchase,
from all Holders of the Securities and any then outstanding Pari Passu
Indebtedness required to be repurchased or repaid on a permanent basis in
connection with an Asset Sale, an aggregate principal amount of Securities and
any then outstanding Pari Passu Indebtedness equal to such Excess Proceeds as
follows:

               (i)   (A)  No later than the 30th day following the Trigger Date,
     the Company shall give to the Trustee in the manner provided in Section
     14.4 hereof and each Holder of the Securities in the manner provided in
     Section 14.5 hereof, notice (a "Purchase Notice") offering to purchase (a
     "Net Proceeds Offer") from all Holders of the Securities the maximum
     principal amount (expressed as a multiple of $1,000) of Securities that may
     be purchased out of an amount (the "Payment Amount") equal to the product
     of such Excess Proceeds multiplied by a fraction, the numerator of which is
     the outstanding principal amount of the Securities and the denominator of
     which is the sum of the outstanding principal amount of the Securities and
     such Pari Passu Indebtedness, if any (subject to proration in the event
     such amount is less than the aggregate Offered Price (as defined herein) of
     all Securities tendered), and (B) to the extent required by such Pari Passu
     Indebtedness and provided there is a permanent reduction in the principal
     amount of such Pari Passu Indebtedness, the Company shall make an offer to
     purchase Pari Passu Indebtedness (a "Pari Passu Offer") in an amount (the
     "Pari Passu Indebtedness Amount") equal to the excess of the Excess
     Proceeds over the Payment Amount.

               (ii)  The offer price for the Securities shall be payable in cash
     in an amount equal to 100% of the principal amount of the Securities
     tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid
     interest, if any, to the date such Net Proceeds Offer is consummated (the
     "Offered Price"), in accordance with paragraph (e) of this Section. To the
     extent that the aggregate Offered Price of the Securities tendered pursuant
     to a Net Proceeds Offer is less than the Payment Amount relating thereto or
     the aggregate amount of the Pari Passu Indebtedness that is purchased or
     repaid pursuant to the Pari Passu Offer is less than the Pari Passu
     Indebtedness Amount (such shortfall constituting a "Net Proceeds
     Deficiency"), the Company may use such Net Proceeds Deficiency for general
     corporate purposes, subject to the limitations of Section 9.10 hereof.

                                     -76-
<PAGE>

               (iii) If the aggregate Offered Price of Securities validly
     tendered and not withdrawn by Holders thereof exceeds the Payment Amount,
     Securities to be purchased will be selected on a pro rata basis. Upon
     completion of such Net Proceeds Offer and Pari Passu Offer, the amount of
     Excess Proceeds shall be reset to zero.

               (iv)  The Purchase Notice shall set forth a purchase date (the
     "Net Proceeds Payment Date"), which shall be on a Business Day no earlier
     than 30 days nor later than 75 days from the Trigger Date. The Purchase
     Notice shall also state (A) that a Trigger Date with respect to one or more
     Asset Sales has occurred and that such Holder has the right to require the
     Company to repurchase such Holder's Securities at the Offered Price,
     subject to the limitations described in the forgoing paragraph (iii), (B)
     any information regarding such Net Proceeds Offer required to be furnished
     pursuant to Rule 14e-1 under the Exchange Act and any other securities laws
     and regulations thereunder, (C) that any Security, or portion thereof, not
     tendered or accepted for payment will continue to accrue interest, (D)
     that, unless the Company defaults in depositing money with the Paying Agent
     in accordance with clause (e) of this Section 9.16, or payment is otherwise
     prevented, any Security, or portion thereof, accepted for payment pursuant
     to the Net Proceeds Offer shall cease to accrue interest after the Net
     Proceeds Payment Date and (E) the instructions a Holder must follow in
     order to have its Securities repurchased in accordance with paragraph (e)
     of this Section.

          (d)  Holders electing to have Securities purchased will be required to
surrender such Securities to the Company at the address specified in the
Purchase Notice at least one Business Day prior to the Net Proceeds Payment
Date. Holders will be entitled to withdraw their election if the Company
receives, not later than one Business Day prior to the Net Proceeds Payment
Date, a facsimile transmission or letter setting forth the name of the Holder,
the certificate number(s) and principal amount of the Securities delivered for
purchase by the Holder as to which his election is to be withdrawn and a
statement that such Holder is withdrawing his election to have such Securities
purchased. Holders whose Securities are purchased only in part will be issued
new Securities equal in principal amount to the unpurchased portion of the
Securities surrendered.

          (e)  On the Net Proceeds Payment Date, the Company shall (i) accept
for payment Securities or portions thereof tendered pursuant to a Net Proceeds
Offer in an aggregate principal amount equal to the Payment Amount or such
lesser amount of Securities as has been tendered, (ii) deposit with the Paying
Agent money sufficient to pay the purchase price of all Securities or portions
thereof so tendered in an aggregate principal amount equal to the Payment Amount
or such lesser amount and (iii) deliver or cause to be delivered to the Trustee
the Securities so accepted. The Paying Agent shall promptly mail or deliver to
Holders of the Securities so accepted payment in an amount equal to the purchase
price, and the Company shall execute and the Trustee will promptly authenticate
and mail or make available for delivery to such Holders a new Security equal in
principal amount to any unpurchased portion of the Security which any such
Holder did not surrender for purchase. Any Securities not so accepted will be
promptly mailed or delivered to the Holder thereof. The Company shall announce
the results of a Net Proceeds Offer on or as soon as practicable after the Net
Proceeds Payment Date. For purposes of this Section 9.16, the Trustee will act
as the Paying Agent.

                                     -77-
<PAGE>

Section 9.17   Limitation on Transactions with Affiliates.

     The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, enter into any transaction or series of related
transactions (including, without limitation, the sale, purchase, exchange or
lease of assets, property or the rendering of any services) with, or for the
benefit of, any Affiliate of the Company other than a Restricted Subsidiary or
B8/32 Partners (each, other than a Restricted Subsidiary and B8/32 Partners,
being an "Interested Person"), unless (a) such transaction or series of
transactions is on terms that are no less favorable to the Company or such
Restricted Subsidiary, as the case may be, than those that would be available in
a comparable arm's length transaction with unrelated third parties who are not
Interested Persons, or, in the event no comparable transaction with an unrelated
third party who is not an Interested Person is available, on terms that are fair
from a financial point of view to the Company or such Restricted Subsidiary, as
the case may be, (b) with respect to any one transaction or series of related
transactions involving aggregate payments in excess of $15,000,000, the Company
delivers an Officers' Certificate to the Trustee certifying that such
transaction or series of transactions complies with clause (a) above and such
transaction or series of transactions has been approved by the Board of
Directors and (c) with respect to any one transaction or series of related
transactions involving aggregate payments in excess of $30,000,000, the
Officers' Certificate referred to in clause (b) above also includes a
certification that such transaction or series of transactions has been approved
by a majority of the Disinterested Directors (either of the full Board of
Directors or, in the case of action by a committee thereof, of such committee)
or, in the event there are no such Disinterested Directors, that the Company has
obtained a written opinion from an independent nationally recognized investment
banking firm or appraisal firm, in either case specializing or having a
specialty in the type and subject matter of the transaction or series of related
transactions at issue, which opinion shall be to the effect set forth in clause
(a) above; provided, however, that this covenant will not restrict the Company
from (i) paying reasonable and customary regular compensation and fees to
directors of the Company who are not employees of the Company or any Restricted
Subsidiary, (ii) paying dividends on, or making distributions with respect to,
shares of Capital Stock of the Company on a pro rata basis to the extent
permitted by Section 9.10 hereof, (iii) Restricted Payments that are permitted
by Section 9.10 hereof, (iv) making loans or advances to officers, directors and
employees of the Company or any Restricted Subsidiary made in the ordinary
course of business and consistent with customary practices in the Oil and Gas
Business in an aggregate amount not to exceed $1,000,000 outstanding at any one
time, (v) making any indemnification or similar payment to any director or
officer (A) in accordance with the corporate charter or bylaws of the Company or
any Restricted Subsidiary, (B) under any agreement or (C) under applicable law
and (vi) fulfilling obligations of the Company or any Restricted Subsidiary
under employee compensation and other benefit arrangements entered into or
provided for in the ordinary course of business.

Section 9.18   Limitation on Dividends and Other Payment Restrictions Affecting
               Restricted Subsidiaries.

     The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make
any other distributions on or in respect of its Capital

                                     -78-
<PAGE>

Stock to the Company or any Restricted Subsidiary, (b) pay any Indebtedness owed
to the Company or any Restricted Subsidiary, (c) make an Investment in the
Company or any Restricted Subsidiary or (d) transfer any of its properties or
assets to the Company or any Restricted Subsidiary, except for such encumbrances
or restrictions (i) pursuant to any agreement in effect or entered into on the
date of this Indenture, (ii) pursuant to any agreement or other instrument of a
Person acquired by the Company or any Restricted Subsidiary in existence at the
time of such acquisition (but not created in contemplation thereof), which
encumbrance or restriction is not applicable to any other Person, or the
properties or assets of any other Person, other than the Person, or the property
or assets of the Person, so acquired, (iii) by reason of customary non-
assignment or preferential purchase right provisions in leases, licenses and
agreements entered into in the ordinary course of business, (iv) pursuant to
capital leases and purchase money obligations for property leased or acquired in
the ordinary course of business that impose restrictions of the nature described
in clause (d) above on the property so leased or acquired, (v) pursuant to any
merger agreements, stock purchase agreements, asset sale agreements and similar
agreements limiting the transfer of properties and assets pending consummation
of the subject transaction, (vi) pursuant to Permitted Liens which are customary
limitations on the transfer of collateral, (vii) pursuant to applicable law,
(viii) pursuant to agreements among holders of Capital Stock of any Restricted
Subsidiary of the Company requiring distributions in respect of such Capital
Stock to be made pro rata based on the percentage of ownership in and/or
contribution to such Restricted Subsidiary, (ix) pursuant to typical cash
management plans that provide for an orderly repatriation of funds designed to
optimize after-tax cash flow and agreed to by all shareholders of a Foreign
Subsidiary or (x) existing under any agreement that extends, renews, refinances
or replaces the agreements containing the restrictions in the foregoing clauses
(i) and (ii), provided, that the terms and conditions of any such restrictions
are not materially less favorable to the Holders of the Securities than those
under or pursuant to the agreement evidencing the Indebtedness so extended,
renewed, refinanced or replaced.

Section 9.19   Limitation on Other Senior Subordinated Indebtedness.

     The Company shall not incur, directly or indirectly, any Indebtedness which
is expressly subordinate or junior in right of payment in any respect to Senior
Indebtedness unless such Indebtedness ranks pari passu in right of payment with
the Securities, or is expressly subordinated in right of payment to the
Securities.

Section 9.20   Limitation on Conduct of Business.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, engage in the conduct of any business other than the Oil and
Gas Business, except that the Company and the Restricted Subsidiaries may engage
in any business other than the Oil and Gas Business; provided, that the
consolidated assets of the Company and the Restricted Subsidiaries used in such
business shall not exceed, at any time, 10% of Adjusted Consolidated Net
Tangible Assets.

Section 9.21   Registration Rights Agreement.

     The Company shall perform its obligations under the Registration Rights
Agreement and shall comply in all material respects with the terms and
conditions contained therein including,
<PAGE>

without limitation, the payment of additional interest as described in Section
2(d) of the Registration Rights Agreement.

Section 9.22   Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 9.5 through 9.11, Sections 9.13 and
9.14 and Sections 9.17 through 9.20 hereof if, before or after the time for such
compliance, the Holders of at least a majority in principal amount of the
Outstanding Securities and the Subsidiary Guarantors, by Act of such Holders and
written agreement of the Subsidiary Guarantors, waive such compliance in such
instance with such term, provision or condition, but no such waiver shall extend
to or affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

Section 9.23   Suspension of Certain Covenants When Notes are Rated Investment
               Grade

     During any period that the Securities are rated Investment Grade, on notice
by the Company to the Trustee, the Company's and its Restricted Subsidiaries'
obligation to comply with Sections 9.10, 9.11, 9.12, 9.13, 9.16, 9.17 and 9.18
of this Indenture will be suspended and the covenants contained therein will
not, during that period, apply to the Company and its Restricted Subsidiaries.
No action taken or inaction during any period when compliance with those
Sections is suspended that complies with the then applicable Sections of this
Indenture will constitute a Default or an Event of Default should the suspended
Sections be subsequently reinstated.

                                   ARTICLE X

                            REDEMPTION OF SECURITIES

Section 10.1   Right of Redemption.

     The Securities may be redeemed, at the option of the Company, in whole or
in part, at any time on or after April 15, 2006, upon not less than 30 or more
than 60 days' notice to each Holder of Securities to be redeemed, subject to the
conditions and at the Redemption Prices (expressed as percentages of principal
amount) specified in the form of Security, together with accrued and unpaid
interest, if any, to the Redemption Date.

Section 10.2   Applicability of Article.

     Redemption of Securities at the election of the Company or otherwise, as
permitted or required by any provision of this Indenture, shall be made in
accordance with such provision and this Article.

                                     -80-
<PAGE>

Section 10.3   Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities pursuant to Section
10.1 hereof shall be evidenced by a Board Resolution. In case of any redemption
at the election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities to be redeemed and shall deliver to the
Trustee such documentation and records as shall enable the Trustee to select the
Securities to be redeemed pursuant to Section 10.4 hereof. Any election to
redeem Securities shall be revocable until the Company gives a notice of
redemption pursuant to Section 10.5 hereof to the Holders of Securities to be
redeemed.

Section 10.4   Selection by Trustee of Securities to Be Redeemed.

     If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected not less than 30 days nor more than
60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities not previously called for redemption, pro rata, by lot or by any
other method as the Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions of the principal of
Securities; provided, however, that any such partial redemption shall be in
integral multiples of $1,000.

     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to redemption of Securities shall relate, in the case of
any Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security which has been or is to be redeemed.

Section 10.5   Notice of Redemption.

     Notice of redemption shall be given in the manner provided for in Section
14.5 hereof not less than 30 nor more than 60 days prior to the Redemption Date,
to each Holder of Securities to be redeemed.

     All notices of redemption shall identify the Securities to be redeemed
(including CUSIP number) and shall state:

          (a)  the Redemption Date;

          (b)  the Redemption Price;

          (c)  if less than all Outstanding Securities are to be redeemed, the
identification (and, in the case of a partial redemption, the principal amounts)
of the particular Securities to be redeemed;

                                     -81-
<PAGE>

          (d)  that on the Redemption Date the Redemption Price (together with
accrued interest, if any, to the Redemption Date payable as provided in Section
10.7 hereof) will become due and payable upon each such Security, or the portion
thereof, to be redeemed, and that, unless the Company shall default in the
payment of the Redemption Price and any applicable accrued interest, interest
thereon will cease to accrue on and after said date; and

          (e)  the place or places where such Securities are to be surrendered
for payment of the Redemption Price.

     If any of the Securities to be redeemed is in the form of a Global
Security, then the Company shall modify such notice to the extent necessary to
accord with the procedures of the Depositary applicable to the redemption.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company. Failure to give such
notice by mailing to any Holder of Securities or any defect therein shall not
affect the validity of any proceedings for the redemption of other Securities.

Section 10.6   Deposit of Redemption Price.

     On or before 11:00 A.M., New York City time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 9.3 hereof) an amount of money sufficient to pay the
Redemption Price of, and accrued and unpaid interest on, all the Securities
which are to be redeemed on such Redemption Date.

Section 10.7   Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified (together with accrued and unpaid interest,
if any, to the Redemption Date), and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued and
unpaid interest) such Securities shall cease to bear interest. Upon surrender of
any such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued and
unpaid interest, if any, to the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
2.10 hereof.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate borne by the Securities.

                                     -82-
<PAGE>

Section 10.8   Securities Redeemed in Part.

     Any Security which is to be redeemed only in part shall be surrendered at
the office or agency of the Company maintained for such purpose pursuant to
Section 9.2 hereof (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal amount of the Security so
surrendered.

                                  ARTICLE XI

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 11.1   Company's Option to Effect Defeasance or Covenant Defeasance.

     The Company may, at its option by Board Resolution, at any time, with
respect to the Securities, elect to have either Section 11.2 or Section 11.3
hereof be applied to all Outstanding Securities upon compliance with the
conditions set forth below in this Article XI.

Section 11.2   Defeasance and Discharge.

     Upon the Company's exercise under Section 11.1 hereof of the option
applicable to this Section 11.2, the Company shall be deemed to have been
discharged from its obligations with respect to all Outstanding Securities on
the date the conditions set forth in Section 11.4 hereof are satisfied
(hereinafter, "legal defeasance"). For this purpose, such legal defeasance means
that the Company and the Subsidiary Guarantors shall be deemed (a) to have paid
and discharged their respective obligations under the Outstanding Securities;
provided, however, that the Securities shall continue to be deemed to be
"Outstanding" for purposes of Section 11.5 hereof and the other Sections of this
Indenture referred to in clauses (i) and (ii) below, and (b) to have satisfied
all their other obligations under such Securities and this Indenture insofar as
such Securities are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of Outstanding Securities to receive,
solely from the trust fund described in Section 11.4 hereof and as more fully
set forth in such Section, payments in respect of the principal of (and premium,
if any, on) and interest on such Securities when such payments are due (or at
such time as the Securities would be subject to redemption at the option of the
Company in accordance with this Indenture), (ii) the respective obligations of
the Company and any Subsidiary Guarantors under Sections 2.4, 2.5, 2.6, 2.7,
2.8, 2.9, 4.8, 5.6, 5.9, 5.10, 9.1, 9.2, 9.3, 9.4, 12.1 (to the extent it
relates to the foregoing Sections and Article XI hereof), 12.4 and 12.5 hereof,
(iii) the rights, powers, trusts, duties and immunities of the Trustee
hereunder, and (iv) the obligations of the Company and any Subsidiary Guarantors
under this Article XI. Subject to compliance with this Article XI, the Company
may exercise its option under this Section 11.2 notwithstanding the prior
exercise of its option under Section 11.3 hereof with respect to the Securities.

                                     -83-
<PAGE>

Section 11.3   Covenant Defeasance.

     Upon the Company's exercise under Section 11.1 hereof of the option
applicable to this Section 11.3, the Company shall be released from its
obligations under any covenant contained in Article VII and in Sections 9.6
through 9.20 hereof with respect to the Outstanding Securities on and after the
date the conditions set forth below are satisfied (hereinafter, "covenant
defeasance"), and the Securities shall thereafter be deemed not to be
"Outstanding" for the purposes of any direction, waiver, consent or declaration
or Act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "Outstanding" for all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect
to the Outstanding Securities, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Sections 4.1(c) or 4.1(d) hereof, but, except as specified above, the remainder
of this Indenture and such Securities shall be unaffected thereby.

Section 11.4   Conditions to Defeasance or Covenant Defeasance.

     The following shall be the conditions to application of either Section 11.2
or Section 11.3 hereof to the Outstanding Securities:

               (a)  The Company or any Subsidiary Guarantor shall irrevocably
have deposited or caused to be deposited with the Trustee (or another trustee
satisfying the requirements of Section 5.7 hereof who shall agree to comply with
the provisions of this Article XI applicable to it) as trust funds in trust for
the purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Securities, (i)
cash in U.S. Dollars in an amount, or (ii) U.S. Government Obligations which
through the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the due
date of any payment, money in an amount, or (iii) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or
other qualifying trustee) to pay and discharge, the principal of (and premium,
if any, on) and interest on the Outstanding Securities on the Stated Maturity
(or Redemption Date, if applicable) of such principal (and premium, if any) or
installment of interest; provided, that the Trustee shall have been irrevocably
instructed in writing by the Company to apply such money or the proceeds of such
U.S. Government Obligations to said payments with respect to the Securities.
Before such a deposit, the Company may give to the Trustee, in accordance with
Section 10.3 hereof, a notice of its election to redeem all of the Outstanding
Securities at a future date in accordance with Article X hereof, which notice
shall be irrevocable. Such irrevocable redemption notice, if given, shall be
given effect in applying the foregoing. For this purpose, "U.S. Government
Obligations" means securities that are (x) direct obligations of the United
States of America for the timely payment of which its full faith and credit is
pledged or (y) obligations of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States of America the timely payment
of which is unconditionally guaranteed as a full faith and credit obligation by
the

                                     -84-
<PAGE>

United States of America, which, in either case, are not callable or redeemable
at the option of the issuer thereof, and shall also include a depository receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as
custodian with respect to any such U.S. Government Obligation or a specific
payment of principal of or interest on any such U.S. Government Obligation held
by such custodian for the account of the holder of such depository receipt,
provided, that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of principal of or interest on the
U.S. Government Obligation evidenced by such depository receipt.

          (b)  No Default or Event of Default with respect to the Securities
shall have occurred and be continuing on the date of such deposit.

          (c)  Such legal defeasance or covenant defeasance shall not cause the
Trustee to have a conflicting interest under this Indenture or the Trust
Indenture Act with respect to any securities of the Company.

          (d)  Such legal defeasance or covenant defeasance shall not result in
a breach or violation of, or constitute a default under any other material
agreement or instrument to which the Company or any Subsidiary Guarantor is a
party or by which it is bound, as evidenced to the Trustee in an Officers'
Certificate delivered to the Trustee concurrently with such deposit.

          (e)  In the case of an election under Section 11.2 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (i) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (ii) since the date of this Indenture there has been a
change in the applicable Federal income tax laws; in either case providing that
the Holders of the Outstanding Securities will not recognize income, gain or
loss for federal income tax purposes as a result of such legal defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such legal defeasance had
not occurred (it being understood that (A) such Opinion of Counsel shall also
state that such ruling or applicable law is consistent with the conclusions
reached in such Opinion of Counsel and (B) the Trustee shall be under no
obligation to investigate the basis of correctness of such ruling).

          (f)  In the case of an election under Section 11.3 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of the Outstanding Securities will not recognize income, gain or loss
for federal income tax purposes as a result of such covenant defeasance and will
be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such covenant defeasance had not
occurred.

          (g)  The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the legal defeasance under Section
11.2 hereof or the covenant defeasance under Section 11.3 (as the case may be)
have been complied with and that no violation under agreements governing any
other outstanding Indebtedness would result therefrom.

                                     -85-
<PAGE>

Section 11.5      Deposited Money and U.S. Government Obligations to Be Held in
                  Trust; Other Miscellaneous Provisions.

     Subject to the provisions of the last paragraph of Section 9.3 hereof, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 11.5, the "Trustee") pursuant to Section 11.4 hereof in respect of the
Outstanding Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest, but such money need not be
segregated from other funds except to the extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Governmental Obligations
deposited pursuant to Section 11.4 hereof or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the Outstanding Securities.

     Anything in this Article XI to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 11.4
hereof which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent legal defeasance or covenant defeasance, as
applicable, in accordance with this Article.

Section 11.6      Reinstatement.

     If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 11.5 hereof by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's and any Subsidiary Guarantors' obligations
under this Indenture and the Securities shall be revived and reinstated as
though no deposit had occurred pursuant to Section 11.2 or 11.3 hereof, as the
case may be, until such time as the Trustee or Paying Agent is permitted to
apply all such money in accordance with Section 11.5 hereof; provided, however,
that if the Company or any Subsidiary Guarantor makes any payment of principal
of (or premium, if any, on) or interest on any Security following the
reinstatement of its obligations, the Company or such Subsidiary Guarantor shall
be subrogated to the rights of the Holders of such Securities to receive such
payment from the money held by the Trustee or Paying Agent.

                                     -86-
<PAGE>

                                  ARTICLE XII

                                  GUARANTEES

Section 12.1   Unconditional Guarantee.

     Each Restricted Subsidiary that hereafter executes and delivers a
supplemental indenture in the manner provided in Section 9.12(a) hereof shall
thereby unconditionally, jointly and severally, guarantee (each such guarantee
to be referred to herein as a "Subsidiary Guarantee," with all such guarantees
being referred to herein as the "Subsidiary Guarantees") to each Holder of
Securities authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, the full and prompt performance of the Company's
obligations under this Indenture and the Securities and that:

               (a)  the principal of (or premium, if any, on) and interest on
the Securities will be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of
and interest on the Securities, if any, to the extent lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and

               (b)  in case of any extension of time of payment or renewal of
any Securities or of any such other obligations, the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at Stated Maturity, by acceleration or otherwise;

subject, however, in the case of clauses (a) and (b) above, to the limitations
set forth in Section 12.4 hereof.

     Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and
severally obligated to pay the same immediately. The obligations of each
Subsidiary Guarantor hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Securities or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
of the Securities with respect to any provisions hereof or thereof, the recovery
of any judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a guarantor. Each Subsidiary Guarantor shall waive diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and shall
covenant that its Subsidiary Guarantee will not be discharged except by complete
performance of the obligations contained in the Securities, this Indenture and
in the Subsidiary Guarantee. If any Holder or the Trustee is required by any
court or otherwise to return to the Company, any Subsidiary Guarantor, or any
custodian, trustee, liquidator or other similar official acting in relation to
the Company or any Subsidiary Guarantor, any amount paid by the Company or any
Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary Guarantee, to
the extent theretofore discharged, shall be reinstated in full force and effect.
No Subsidiary Guarantor shall be entitled

                                     -87-
<PAGE>

to any right of subrogation in relation to the Holders in respect of any
obligations guaranteed by the Subsidiary Guarantee until payment in full of all
obligations guaranteed thereby. Each Subsidiary Guarantor shall further agree
that, as between each Subsidiary Guarantor, on the one hand, and the Holders and
the Trustee, on the other hand, (i) the maturity of the obligations guaranteed
by the Subsidiary Guarantee may be accelerated as provided in Article IV hereof
for the purposes of the Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed by the Subsidiary Guarantee, and (ii) in the event of any
acceleration of such obligations as provided in Article IV hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by each Subsidiary Guarantor for the purpose of the Subsidiary
Guarantee.

Section 12.2   Subsidiary Guarantors May Consolidate, etc. on Certain Terms.

               (a)  Except as set forth in Articles VII and IX hereof, nothing
contained in this Indenture or in any of the Securities shall prevent any
consolidation or merger of a Subsidiary Guarantor with or into the Company or
another Subsidiary Guarantor or shall prevent any sale or conveyance of the
assets of a Subsidiary Guarantor substantially as an entirety to the Company or
another Subsidiary Guarantor.

               (b)  Except as set forth in Articles VII and IX hereof, nothing
contained in this Indenture or in any of the Securities shall prevent any
consolidation or merger of a Subsidiary Guarantor with or into any Person or
Persons other than the Company or a Subsidiary Guarantor (whether or not
affiliated with the Subsidiary Guarantor), or successive consolidations or
mergers in which a Subsidiary Guarantor or its successor or successors shall be
a party or parties, or shall prevent any sale or conveyance of the Properties of
a Subsidiary Guarantor substantially as an entirety, to a Person other than the
Company or another Subsidiary Guarantor (whether or not Affiliated with the
Subsidiary Guarantor) authorized to acquire and operate the same; provided,
however, that, subject to Sections 12.2(a) and 12.3 hereof, (A) immediately
after such transaction, and giving effect thereto, no Default or Event of
Default shall have occurred as a result of such transaction and be continuing
and (B) each Subsidiary Guarantor shall covenant and agree that, upon any such
consolidation, merger, sale or conveyance, such Subsidiary Guarantor's
Subsidiary Guarantee set forth in this Article XII and in a notation to the
Securities, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by such Subsidiary
Guarantor, shall be expressly assumed (in the event that the Subsidiary
Guarantor is not the surviving Person in the merger), by supplemental indenture
satisfactory in form to the Trustee, executed and delivered to the Trustee, by
such Person formed by such consolidation, or into which the Subsidiary Guarantor
shall have merged, or by the Person that shall have acquired such Property
(except to the extent the following Section 12.3 would result in the release of
such Subsidiary Guarantee in which case such surviving Person does not have to
execute any such supplemental indenture). In the case of any such consolidation,
merger, sale or conveyance and upon the assumption by the successor Person, by
supplemental indenture executed and delivered to the Trustee and satisfactory in
form to the Trustee of the due and punctual performance of all of the covenants
and conditions of this Indenture to be performed by the Subsidiary Guarantor,
such successor Person shall succeed to and be substituted for the Subsidiary
Guarantor with the same effect as if it had been named herein as a Subsidiary
Guarantor.

                                     -88-
<PAGE>

Section 12.3   Release of a Subsidiary Guarantor.

     The Subsidiary Guarantee of any Restricted Subsidiary shall be released
upon the terms and subject to the conditions set forth in Section 9.12 (b)
hereof. Each Subsidiary Guarantor that is designated as an Unrestricted
Subsidiary in accordance with the provisions of this Indenture shall be released
from all of its Subsidiary Guarantee and related obligations set forth in this
Indenture for so long as it remains an Unrestricted Subsidiary. The Trustee
shall deliver an appropriate instrument evidencing such release upon receipt of
a Company Request accompanied by an Officers' Certificate and an Opinion of
Counsel certifying that such sale or other disposition was made by the Company
in accordance with the provisions of this Indenture. Any Subsidiary Guarantor
not so released remains liable for the full amount of principal of (and premium,
if any, on) and interest on the Securities as provided in this Article XII.

Section 12.4   Limitation of Subsidiary Guarantor's Liability.

     Each Subsidiary Guarantor shall confirm, and by its acceptance hereof each
Holder hereby confirms, that it is the intention of all such parties that the
Guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not
constitute a fraudulent transfer or conveyance for purposes of any federal or
state law. To effectuate the foregoing intention, the Holders hereby irrevocably
agree, and each Subsidiary Guarantor shall irrevocably agree, that the
obligations of each Subsidiary Guarantor under its Subsidiary Guarantee shall be
limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities (including, but not limited to, Guarantor
Senior Indebtedness) of such Subsidiary Guarantor and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor under
its Subsidiary Guarantee or pursuant to Section 12.5 hereof, result in the
obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal or
state law. This Section 12.4 is for the benefit of the creditors of each
Subsidiary Guarantor.

Section 12.5   Contribution.

     In order to provide for just and equitable contribution among the
Subsidiary Guarantors, the Subsidiary Guarantors shall agree, inter se, that in
the event any payment or distribution is made by any Subsidiary Guarantor (a
"Funding Guarantor") under its Subsidiary Guarantee, such Funding Guarantor
shall be entitled to a contribution from each other Subsidiary Guarantor (if
any) in a pro rata amount based on the Adjusted Net Assets of each Subsidiary
Guarantor (including the Funding Guarantor) for all payments, damages and
expenses incurred by that Funding Guarantor in discharging the Company's
obligations with respect to the Securities or any other Subsidiary Guarantor's
obligations with respect to its Subsidiary Guarantee.

Section 12.6   Execution and Delivery of Notation of Subsidiary Guarantee.

     To evidence the Subsidiary Guarantee set forth in Section 12.1 hereof, the
Company shall cause each Subsidiary Guarantor to execute the notation of
Subsidiary Guarantee in substantially the form set forth in Exhibit B attached
hereto to be endorsed on each Security thereafter ordered to be authenticated
and delivered by the Trustee, and shall cause a supplemental indenture to be

                                     -89-
<PAGE>

executed on behalf of each Subsidiary Guarantor by its President or one of its
Vice Presidents and attested to by one of its Secretaries or Assistant
Secretaries. Each Subsidiary Guarantor shall agree that its Subsidiary Guarantee
set forth in Section 12.1 hereof shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of such
Subsidiary Guarantee. Each such notation of Subsidiary Guarantee shall be signed
on behalf of each Subsidiary Guarantor by two Officers, or an Officer and an
Assistant Secretary or one Officer shall sign and one Officer or an Assistant
Secretary (each of whom shall, in each case, have been duly authorized by all
requisite corporate actions) shall attest to such notation of Subsidiary
Guarantee prior to the authentication of the Security on which it is endorsed,
and the delivery of such Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set
forth in this Indenture on behalf of the Subsidiary Guarantors. Such signatures
upon the notation of Subsidiary Guarantee may be by manual or facsimile
signature of such Officers and may be imprinted or otherwise reproduced on the
Subsidiary Guarantee, and in case any such Officer who shall have signed the
notation of Subsidiary Guarantee shall cease to be such Officer before the
Security on which such notation of Subsidiary Guarantee is endorsed shall have
been authenticated and delivered by the Trustee or disposed of by the Company,
such Security nevertheless may be authenticated and delivered or disposed of as
though the person who signed the notation of Subsidiary Guarantee had not ceased
to be such Officer of the Subsidiary Guarantor.

Section 12.7   Severability.

     In case any provision of the Subsidiary Guarantee shall be invalid, illegal
or unenforceable, that portion of such provision that is not invalid, illegal or
unenforceable shall remain in effect, and the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

Section 12.8   Subsidiary Guarantees Subordinated to Guarantor Senior
               Indebtedness.

     Each Subsidiary Guarantor shall covenant and agree, and each Holder of a
Security, by his acceptance of the Subsidiary Guarantees, covenants and agrees,
for the benefit of the holders, from time to time, of Guarantor Senior
Indebtedness, that the payments by such Subsidiary Guarantor in respect of its
Subsidiary Guarantee are subordinated and subject in right of payment, to the
extent and in the manner provided in this Article XII, to the prior payment in
full in cash or Cash Equivalents of all Guarantor Senior Indebtedness of such
Subsidiary Guarantor, whether outstanding on the date of this Indenture or
thereafter created, incurred, assumed or guaranteed; provided, however, that the
Subsidiary Guarantees of the Subsidiary Guarantors, the Indebtedness represented
thereby and the payment of the principal of (and premium, if any, on) and the
interest on the Securities pursuant to the Subsidiary Guarantees in all respects
shall rank pari passu with, or prior to, all existing and future unsecured
indebtedness (including, without limitation, Indebtedness) of the Subsidiary
Guarantors that is subordinated to the Guarantor Senior Indebtedness.

     This Article XII shall constitute a continuing offer to all Persons who, in
reliance upon such provisions, become holders of, or continue to hold, Guarantor
Senior Indebtedness, and such provisions are made for the benefit of the holders
of Guarantor Senior Indebtedness, and such holders are made obligees hereunder
and any of them may enforce such provisions.

                                     -90-
<PAGE>

Section 12.9   Subsidiary Guarantors Not to Make Payments with Respect to
               Subsidiary Guarantees in Certain Circumstances.

               (a)  No payment or distribution of any Property of any Subsidiary
Guarantor of any kind or character (other than Permitted Guarantor Junior
Securities) may be made by such Subsidiary Guarantor in respect of its
Subsidiary Guarantee upon the happening of any default in respect of the payment
or required prepayment of any of its Guarantor Senior Indebtedness when the same
becomes due and payable (a "Subsidiary Guarantor Payment Default"), unless and
until such Subsidiary Guarantor Payment Default shall have been cured or waived
in writing or shall have ceased to exist or such Guarantor Senior Indebtedness
shall have been paid in full or otherwise discharged, after which such
Subsidiary Guarantor shall resume making any and all required payments in
respect of its Subsidiary Guarantee, including any missed payments.

               (b)  Upon the happening of any event (other than a Subsidiary
Guarantor Payment Default) that entitles one or more Persons to accelerate the
maturity of any Designated Guarantor Senior Indebtedness (a "Subsidiary
Guarantor Non-payment Default"), and receipt by the applicable Subsidiary
Guarantor and a Responsible Officer of the Trustee, on behalf of the Trustee, of
written notice thereof from one or more of the holders of such Designated
Guarantor Senior Indebtedness or their representative (a "Subsidiary Guarantor
Payment Notice"), then, unless and until such Subsidiary Guarantor Non-payment
Default shall have been cured or waived in writing or shall have ceased to exist
or such Designated Guarantor Senior Indebtedness is paid in full or otherwise
discharged or the holders (or a representative of the holders) of such
Designated Guarantor Senior Indebtedness give their written approval, no payment
or distribution shall be made by such Subsidiary Guarantor in respect of its
Subsidiary Guarantee (other than Permitted Guarantor Junior Securities);
provided, however, that these provisions will not prevent the making of any
payment for more than 179 days after a Subsidiary Guarantor Payment Notice shall
have been given after which, subject to Section 12.9(a), such Subsidiary
Guarantor will resume making any and all required payments in respect of its
Subsidiary Guarantee, including any missed payments. Notwithstanding any other
provision of this Indenture, only one Subsidiary Guarantor Payment Notice shall
be given with respect to any Subsidiary Guarantee within any 360 consecutive day
period. No Subsidiary Guarantor Non-payment Default with respect to Designated
Guarantor Senior Indebtedness that existed or was continuing on the date of any
Subsidiary Guarantor Payment Notice with respect to the Designated Guarantor
Senior Indebtedness initiating such Subsidiary Guarantor Payment Notice shall
be, or can be, made the basis for the commencement of a subsequent Subsidiary
Guarantor Payment Notice with respect to such Subsidiary Guarantee, whether or
not within a period of 360 consecutive days, unless such default shall have been
cured or waived for a period of not less than 90 consecutive days (it being
acknowledged that any subsequent event, or any breach of any financial covenant
for a period commencing after the date of commencement of such Subsidiary
Guarantor Payment Notice, that, in either case, would give rise to a Subsidiary
Guarantor Non-payment Default pursuant to any provision under which a Subsidiary
Guarantor Non-payment Default previously existed or was continuing shall
constitute a new Subsidiary Guarantor Non-payment Default for this purpose;
provided, that, in the case of a breach of a particular financial covenant, such
Subsidiary Guarantor shall have been in compliance for at least one full 90
consecutive day period commencing after the date of commencement of such
Subsidiary Guarantor Payment Notice). In no event shall a Subsidiary Guarantor
Payment Notice extend beyond 179 days from the date of its receipt and there
must be a 181 consecutive day period in

                                     -91-
<PAGE>

any 360 consecutive day period during which no Subsidiary Guarantor Payment
Notice is in effect with respect to such Subsidiary Guarantee.

               (c)  In the event that, notwithstanding the foregoing, a
Subsidiary Guarantor shall make any payment in respect of its Subsidiary
Guarantee to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section 12.9, then and in such event such payment
shall be paid over and delivered forthwith to the Company. In the event that a
Subsidiary Guarantor shall make any payment in respect of its Subsidiary
Guarantee to the Trustee and a Responsible Officer of the Trustee, on behalf of
the Trustee, shall receive written notice of a Subsidiary Guarantor Payment
Default or a Subsidiary Guarantor Non-payment Default from one or more of the
Holders of Guarantor Senior Indebtedness (or their representative) prior to
making any payment to Holders in respect of the Subsidiary Guarantee and prior
to 11:00 a.m. Eastern Time on the date which is two Business Days prior to the
date upon which by the terms hereof any money may become payable for any
purpose, such payments shall be paid over by the Trustee and delivered forthwith
to the Company. Each Subsidiary Guarantor shall give prompt written notice to
the Trustee of any default under any of its Guarantor Senior Indebtedness or
under any agreement pursuant to which its Guarantor Senior Indebtedness may have
been issued.

Section 12.10  Guarantees Subordinated to Prior Payment of All Guarantor Senior
               Indebtedness upon Dissolution, etc.

     Upon any distribution of Properties of any Subsidiary Guarantor or payment
on behalf of a Subsidiary Guarantor in the event of any Insolvency or
Liquidation Proceeding with respect to such Subsidiary Guarantor:

               (a)  the holders of such Subsidiary Guarantor's Guarantor Senior
Indebtedness shall be entitled to receive payment in full in cash or Cash
Equivalents of such Guarantor Senior Indebtedness (including interest after the
commencement of any such proceeding at the rate specified in the applicable
Senior Indebtedness, whether or not a claim for such interest would be allowed
in such a proceeding) before the Holders are entitled to receive any direct or
indirect payment or distribution of any kind or character, whether in cash,
property or securities (other than Permitted Guarantor Junior Securities), on
account of any payment in respect of such Subsidiary Guarantor's Subsidiary
Guarantee;

               (b)  any direct or indirect payment or distribution of Properties
of such Subsidiary Guarantor of any kind or character, whether in cash, property
or securities (other than a payment or distribution in the form of Permitted
Guarantor Junior Securities), by set-off or otherwise, to which the Holders or
the Trustee, on behalf of the Holders, would be entitled except for the
provisions of this Article XII, shall be paid by the Subsidiary Guarantor or by
any liquidating trustee or agent or other Person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee
or otherwise, directly to the holders of such Guarantor Senior Indebtedness or
their representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Guarantor
Indebtedness may have been issued, ratably according to the aggregate amounts
remaining unpaid on account of such Guarantor Senior Indebtedness held or
represented by each, to the extent necessary to make payment in full in cash or
Cash Equivalents of all such Guarantor

                                     -92-
<PAGE>

Senior Indebtedness, after giving effect to any concurrent payment or
distribution to the holders of such Guarantor Senior Indebtedness;

               (c)  in the event that, notwithstanding the foregoing provisions
of this Section 12.10, any direct or indirect payment or distribution of
Properties of such Subsidiary Guarantor of any kind or character, whether in
cash, property or securities (other than a payment or distribution in the form
of Permitted Guarantor Junior Securities), shall be received by the Trustee or
the Holders before all such Guarantor Senior Indebtedness is paid in full or
otherwise discharged, such Properties shall be received and held in trust for
and shall be paid over to the holders of such Guarantor Senior Indebtedness
remaining unpaid or their representatives, for application to the payment of
such Guarantor Senior Indebtedness until all such Guarantor Senior Indebtedness
shall have been paid or provided for in full in cash or Cash Equivalents, after
giving effect to any concurrent payment or distribution to the holders of such
Guarantor Senior Indebtedness;

               (d)  to the extent any payment of or distribution in respect of
Guarantor Senior Indebtedness (whether by or on behalf of the Company or any
Subsidiary Guarantor, as proceeds of security or enforcement of any right of
setoff or otherwise) is declared to be fraudulent or preferential, set aside or
required to be paid to any receiver, trustee in bankruptcy, liquidating trustee,
agent or other similar Person under any bankruptcy, insolvency, receivership,
fraudulent conveyance, fraudulent transfer or similar law, then if such payment
or distribution is recovered by, or paid over to, such receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar person, the Guarantor
Senior Indebtedness or part thereof originally intended to be satisfied shall be
deemed to be reinstated and outstanding as if such payments had not occurred;
and

               (e)  to the extent that the obligation to repay any Guarantor
Senior Indebtedness is declared to be fraudulent, invalid or otherwise set aside
under any bankruptcy, insolvency, receivership, fraudulent conveyance,
fraudulent transfer or similar law, then the obligation so declared fraudulent,
invalid or otherwise set aside (and all other amounts that would come due with
respect thereto had such obligation not been so affected) shall be deemed to be
reinstated and outstanding as Guarantor Senior Indebtedness for all purposes
hereof as if such declaration, invalidity or setting aside had not occurred.

     The Company or a Subsidiary Guarantor shall give prompt written notice to a
Responsible Officer of the Trustee, on behalf of the Trustee, of the occurrence
of any Insolvency or Liquidation Proceeding with respect to such Subsidiary
Guarantor.

Section 12.11  Holders to be Subrogated to Rights of Holders of Guarantor Senior
               Indebtedness.

     After the payment in full in cash or Cash Equivalents of all Guarantor
Senior Indebtedness of a Subsidiary Guarantor, the Holders shall be subrogated
(equally and ratably with the holders of all other Indebtedness of such
Subsidiary Guarantor which by its express terms is subordinated to such
Guarantor Senior Indebtedness to substantially the same extent as such
Subsidiary Guarantee is so subordinated and which is entitled to like rights of
subrogation as a result of payments made to the holders of such Guarantor Senior
Indebtedness) to the rights of the holders of such Guarantor Senior Indebtedness
to receive payments or distributions of cash, property and securities of such
Subsidiary Guarantor applicable to such Guarantor Senior

                                     -93-
<PAGE>

Indebtedness until all amounts owing on the Securities shall be paid in full in
cash or Cash Equivalents, and for the purpose of such subrogation no payments or
distributions to the holders of such Guarantor Senior Indebtedness by or on
behalf of such Subsidiary Guarantor or by or on behalf of the Holders by virtue
of this Article XII which otherwise would have been made to the Holders shall,
as between such Subsidiary Guarantor, its creditors other than the holders of
Guarantor Senior Indebtedness, and the Holders of the Securities, be deemed to
be a payment or distribution by such Subsidiary Guarantor to or on account of
such Guarantor Senior Indebtedness, it being understood that the subordination
provisions of this Article XII are, and are intended solely for, the purpose of
defining the relative rights of the Holders, on the one hand, and the holders of
Guarantor Senior Indebtedness, on the other hand.

Section 12.12  Obligations of the Subsidiary Guarantors Unconditional.

     Nothing contained in this Article XII or elsewhere in this Indenture or in
any Security is intended to or shall impair, as between Subsidiary Guarantors
and the Holders, the obligation of the Subsidiary Guarantors under the
Subsidiary Guarantees, or is intended to or shall affect the relative rights of
the Holders and creditors of the Subsidiary Guarantors, nor shall anything
herein or therein prevent the Trustee or any Holder from exercising all remedies
otherwise permitted by applicable law upon Default under this Indenture subject
to the rights, if any, under this Article XII of the holders of Guarantor Senior
Indebtedness in respect of cash, property or securities of any Subsidiary
Guarantor received upon the exercise of any such remedy. Upon any distribution
of Properties of a Subsidiary Guarantor referred to in this Article XII, the
Trustee, subject to the provisions of Section 5.2 hereof, and the Holders of the
Securities shall be entitled to rely upon any order or decree made by any court
of competent jurisdiction in which such dissolution, winding up, liquidation or
reorganization proceedings are pending, or a certificate of a trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, or agent or other person making any distribution to the Trustee or
to the Holders of the Securities, for the purpose of ascertaining the persons
entitled to participate in such distribution, the holders of the related
Guarantor Senior Indebtedness and other indebtedness of such Subsidiary
Guarantor, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
XII.

Section 12.13  Trustee Entitled to Assume Payments Not Prohibited in Absence of
               Notice.

     The Trustee shall not at any time be charged with knowledge of the
existence of any facts (other than the existence of a Payment Default or a
Payment Blockage Period) that would prohibit the making of any payment to or by
the Trustee, unless a Responsible Officer of the Trustee, on behalf of the
Trustee, shall have received at the Corporate Trust Office written notice
thereof from a Subsidiary Guarantor or from one or more holders of Guarantor
Senior Indebtedness or Designated Guarantor Senior Indebtedness, in the case of
a Subsidiary Guarantor Non-payment Default, or from any representative thereof;
and, prior to the receipt of any such written notice, the Trustee, subject to
TIA Sections 315(a) through 315(d), shall be entitled to assume conclusively
that no such facts exist. The Trustee shall be entitled to rely on the delivery
to it of a written notice by a Person representing himself to be a holder of
Guarantor Senior Indebtedness or Designated Guarantor Senior Indebtedness, in
the case of a Subsidiary Guarantor Non-payment Default (or a representative on
behalf of such holder), to establish that such notice has been given by a holder
of Guarantor Senior Indebtedness or Designated

                                     -94-
<PAGE>

Guarantor Senior Indebtedness, in the case of a Subsidiary Guarantor
Non-payment Default, or a representative on behalf of any such holder or
holders.

Section 12.14  Application by Trustee of Money Deposited with it.

     Except as provided in Article XIV, any deposit of money by a Subsidiary
Guarantor with the Trustee or any Paying Agent (whether or not in trust) for any
payment in respect of the related Subsidiary Guarantee shall be subject to the
provisions of Sections 12.8, 12.9, 12.10 and 12.11 hereof except that, if a
Payment Default does not exist, a Payment Blockage Period is not in effect and
if prior to 11:00 a.m. Eastern time on the date which is one Business Day prior
to the date on which by the terms of this Indenture any such money may become
payable for any purpose, the Trustee or, in the case of any such deposit of
money with a Paying Agent, the Paying Agent shall not have received with respect
to such money the notice provided for in Section 12.13 hereof, then the Trustee
or such Paying Agent, as the case may be, shall have full power and authority to
receive such money and to apply the same to the purpose for which it was
received, and shall not be affected by any notice to the contrary which may be
received by it on or after 11:00 a.m., Eastern time, one Business Day prior to
such payment date. In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of Guarantor Senior Indebtedness to participate in any payment or distribution
pursuant to this Article XII, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Guarantor Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article XII, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

     The Trustee, however, shall not be deemed to owe any fiduciary duty to the
holders of Guarantor Senior Indebtedness but shall have only such obligations to
such holders as are expressly set forth in this Article XII.

Section 12.15  Subordination Rights Not Impaired by Acts or Omissions of
               Subsidiary Guarantors or Holders of Guarantor Senior
               Indebtedness.

     No right of any present or future holders of any Guarantor Senior
Indebtedness of a Subsidiary Guarantor to enforce subordination as provided
herein shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of such Subsidiary Guarantor or by any act or failure
to act by any such holder, or by any noncompliance by such Subsidiary Guarantor
with the terms of this Indenture, regardless of any knowledge thereof which any
such holder may have or be otherwise charged with.

     Without in any way limiting the generality of the preceding paragraph of
this Section, the holders of Guarantor Senior Indebtedness may, at any time and
from time to time, without the consent of or notice to the Trustee or the
Holders of the Securities, without incurring responsibility to the Holders of
the Securities and without impairing or releasing the subordination or other
benefits provided in this Article, or the obligations hereunder of the Holders
of the Securities to the holders of Guarantor Senior Indebtedness, do any one or
more of the following: (a) change the manner, place or terms of payment or
extend the time of payment

                                     -95-
<PAGE>

of, or renew, exchange, amend, increase or alter, Guarantor Senior Indebtedness
or the term of any instrument evidencing the same or any agreement under which
Guarantor Senior Indebtedness is outstanding or any liability of any obligor
thereon (unless such change, extension or alteration results in such
Indebtedness no longer being Guarantor Senior Indebtedness as defined in this
Indenture); (b) sell, exchange, release or otherwise deal with any Property
pledged, mortgaged or otherwise securing Guarantor Senior Indebtedness; (c)
settle or compromise any Guarantor Senior Indebtedness or any liability of any
obligor thereon or release any Person liable in any manner for the collection of
Guarantor Senior Indebtedness; and (d) exercise or refrain from exercising any
rights against the Company and any other Person.

Section 12.16  Holders Authorize Trustee to Effectuate Subordination of
               Subsidiary Guarantees.

     Each Holder, by his acceptance thereof, authorizes and expressly directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article XII and appoints the
Trustee as his attorney-in-fact for such purpose, including, in the event of any
Insolvency or Liquidation Proceeding with respect to any Subsidiary Guarantor,
the immediate filing of a claim for the unpaid balance of his Securities
pursuant to the related Subsidiary Guarantee in the form required in said
proceedings and the causing of said claim to be approved.

Section 12.17  Right of Trustee to Hold Guarantor Senior Indebtedness.

     The Trustee shall be entitled to all of the rights set forth in this
Article XII in respect of any Guarantor Senior Indebtedness at any time held by
it to the same extent as any other holder of Guarantor Senior Indebtedness, and
nothing in this Indenture shall be construed to deprive the Trustee of any of
its rights as such holder.

Section 12.18  Article XII Not to Prevent Events of Default.

     The failure to make a payment on account of the Subsidiary Guarantees by
reason of any provision in this Article XII shall not be construed as preventing
the occurrence of an Event of Default under this Indenture.

Section 12.19  Payment.

     For purposes of this Article XII, a payment with respect to any Subsidiary
Guarantee or with respect to principal of or interest on any Security or any
Subsidiary Guarantee shall include, without limitation, payment of principal of
and interest on any Security, any depositing of funds under Article IV hereof,
any payment on account of any repurchase or redemption of any Security and any
payment or recovery on any claim (whether for rescission or damages and whether
based on contract, tort, duty imposed by law, or any other theory of liability)
relating to or arising out of the offer, sale or purchase of any Security.

                                     -96-
<PAGE>

                                 ARTICLE XIII

                          SUBORDINATION OF SECURITIES

Section 13.1   Securities Subordinate to Senior Indebtedness.

     The Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees for the benefit of the
holders, from time to time, of Senior Indebtedness, that, to the extent and in
the manner hereinafter set forth in this Article XIII, the Indebtedness
represented by the Securities and the payment of and distributions of or with
respect to the Note Obligations are hereby expressly made subordinate and
subject in right of payment as provided in this Article XIII to the prior
payment in full in cash or Cash Equivalents of all amounts payable under all
existing and future Senior Indebtedness which includes, without limitation, all
Credit Agreement Obligations of the Company.

     This Article XIII shall constitute a continuing offer to all Persons who,
in reliance upon such provisions, become Holders of, or continue to hold Senior
Indebtedness; and such provisions are made for the benefit of the holders of
Senior Indebtedness; and the holders of Senior Indebtedness are made obligees
hereunder and they or each of them may enforce such provisions.

Section 13.2   Payment Over of Proceeds upon Dissolution, etc.

     In the event of an Insolvency or Liquidation Proceeding with respect to
the Company:

               (i)  the holders of all Senior Indebtedness shall be entitled to
     receive payment in full in cash or Cash Equivalents of all Senior
     Indebtedness (including interest after the commencement of such proceeding
     at the rate specified in the applicable Senior Indebtedness, whether or not
     a claim for such interest would be allowed in such proceeding) before the
     Holders of the Securities are entitled to receive any direct or indirect
     payment or distribution whether in cash, property or securities (excluding
     Permitted Junior Securities of the Company) on account of the Note
     Obligations;

               (ii) any direct or indirect payment or distribution of Properties
     of the Company of any kind or character, whether in cash, property or
     securities (excluding Permitted Junior Securities of the Company), by set-
     off or otherwise, to which the Holders or the Trustee would be entitled but
     for the provisions of this Article XIII shall be paid by the liquidating
     trustee or agent or other Person making such payment or distribution,
     whether a trustee in bankruptcy, a receiver or liquidating trustee or
     otherwise, directly to the holders of Senior Indebtedness or their
     representative or representatives or to the trustee or trustees under any
     indenture under which any instruments evidencing any of such Senior
     Indebtedness may have been issued, ratably according to the aggregate
     amounts remaining unpaid on account of the Senior Indebtedness held or
     represented by each, to the extent necessary to make payment in full in
     cash or Cash Equivalents of all Senior Indebtedness remaining unpaid, after
     giving effect to any concurrent payment or distribution to the holders of
     such Senior Indebtedness;

                                     -97-
<PAGE>

               (iii)   in the event that, notwithstanding the foregoing
     provisions of this Section 13.2, the Trustee or the Holder of any Security
     shall have received any payment or distribution of Properties of the
     Company of any kind or character, whether in cash, property or securities,
     by set off or otherwise, in respect of any Note Obligations before all
     Senior Indebtedness is paid or provided for in full in cash or Cash
     Equivalents, then and in such event such payment or distribution (excluding
     Permitted Junior Securities of the Company) shall be paid over or delivered
     forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
     custodian, assignee, agent or other person making payment or distribution
     of assets of the Company for application to the payment of all Senior
     Indebtedness remaining unpaid, to the extent necessary to pay all Senior
     Indebtedness in full in cash or Cash Equivalents, after giving effect to
     any concurrent payment or distribution to or for the holders of Senior
     Indebtedness;

               (iv)    to the extent any payment of or distribution in respect
     of Senior Indebtedness (whether by or on behalf of the Company or any
     Subsidiary Guarantor, as proceeds of security or enforcement of any right
     of setoff or otherwise) is declared to be fraudulent or preferential, set
     aside or required to be paid to any receiver, trustee in bankruptcy,
     liquidating trustee, agent or other similar Person under any bankruptcy,
     insolvency, receivership, fraudulent conveyance, fraudulent transfer or
     similar law, then if such payment or distribution is recovered by, or paid
     over to, such receiver, trustee in bankruptcy, liquidating trustee, agent
     or other similar person, the Senior Indebtedness or part thereof originally
     intended to be satisfied shall be deemed to be reinstated and outstanding
     as if such payments had not occurred; and

               (v)     to the extent that the obligation to repay any Senior
     Indebtedness is declared to be fraudulent, invalid or otherwise set aside
     under any bankruptcy, insolvency, receivership, fraudulent conveyance,
     fraudulent transfer or similar law, then the obligation so declared
     fraudulent, invalid or otherwise set aside (and all other amounts that
     would come due with respect thereto had such obligation not been so
     affected) shall be deemed to be reinstated and outstanding as Senior
     Indebtedness for all purposes hereof as if such declaration, invalidity or
     setting aside had not occurred.

     The consolidation of the Company with, or the merger of the Company with or
into, another Person or the liquidation or dissolution of the Company following
the conveyance, transfer or lease of its Properties substantially as an entirety
to another corporation upon the terms and conditions set forth in Article VII
hereof shall not be deemed a dissolution, winding-up, liquidation,
reorganization, assignment for the benefit of creditors or marshaling of assets
and liabilities of the Company for the purposes of this Article if the
corporation formed by such consolidation or the surviving entity of such merger
or the corporation which acquires by conveyance, transfer or lease such
Properties substantially as an entirety, as the case may be, shall, as a part of
such consolidation, merger, conveyance, transfer or lease, comply with the
conditions set forth in such Article VII hereof to the extent applicable.

Section 13.3   Suspension of Payment When Senior Indebtedness in Default.

               (a)  Unless Section 13.2 hereof shall be applicable, upon the
occurrence of a Payment Default, no direct or indirect payment or distribution
of any Property of the Company

                                     -98-
<PAGE>

of any kind or character shall be made by or on behalf of the Company on account
of the Note Obligations or on account of the purchase or redemption or other
acquisition of any Note Obligations unless and until such Payment Default shall
have been cured or waived or shall have ceased to exist or such Designated
Senior Indebtedness shall have been discharged or paid in full in cash or Cash
Equivalents, after which, subject to Section 13.2 hereof (if applicable), the
Company shall resume making any and all required payments in respect of the
Securities and the other Note Obligations, including any missed payments.

          (b)  Unless Section 13.2 hereof shall be applicable, upon (i) the
occurrence of a Non-payment Default and (ii) receipt by the Trustee from a
Senior Representative of written notice (a "Payment Blockage Notice") of such
occurrence stating that such notice is a Payment Blockage Notice pursuant to
this Section 13.3(b) of this Indenture, no payment or distribution of any
Property of the Company of any kind or character shall be made by or on behalf
of the Company on account of any Note Obligations or on account of the purchase
or redemption or other acquisition of Note Obligations for a period ("Payment
Blockage Period") commencing on the date of receipt by the Trustee of such
notice unless and until the earliest to occur of the following events (subject
to any blockage of payments that may then be in effect under Section 13.2 hereof
or subsection (a) of this Section 13.3 hereof) (A) 179 days shall have elapsed
since receipt of such written notice by the Trustee, (B) the date, as set forth
in a written notice to the Company or the Trustee from the Senior Representative
initiating such Payment Blockage Period, on which such Non-payment Default shall
have been cured or waived or shall have ceased to exist (provided, that no other
Payment Default or Non-payment Default has occurred and is then continuing after
giving effect to such cure or waiver), (C) the date on which such Designated
Senior Indebtedness shall have been discharged or paid in full in cash or Cash
Equivalents and (D) the date on which such Payment Blockage Period shall have
been terminated by written notice to the Company or the Trustee from the Senior
Representative initiating such Payment Blockage Period, after which, subject to
Sections 13.2 and 13.3(a) hereof (if applicable), the Company shall promptly
resume making any and all required payments in respect of the Note Obligations,
including any missed payments. Notwithstanding any other provision of this
Indenture, only one Payment Blockage Period may be commenced within any 360
consecutive day period. No Non-payment Default with respect to Designated Senior
Indebtedness that existed or was continuing on the date of the commencement of
any Payment Blockage Period with respect to the Designated Senior Indebtedness
initiating such Payment Blockage Period shall be, or can be, made the basis for
the commencement of a second Payment Blockage Period, whether or not within a
period of 360 consecutive days, unless such default shall have been cured or
waived for a period of not less than 90 consecutive days (it being acknowledged
that any subsequent event, or any breach of any financial covenant for a period
commencing after the date of commencement of such Payment Blockage Period, that,
in either case, would give rise to a Non-payment Default pursuant to any
provision under which a Non-payment Default previously existed or was continuing
shall constitute a new Non-payment Default for this purpose; provided, however,
that, in the case of a breach of a particular financial covenant, the Company
shall have been in compliance for at least one full 90 consecutive day period
commencing after the date of commencement of such Payment Blockage Period). In
no event shall a Payment Blockage Period extend beyond 179 days from the date of
the receipt of the notice referred to in clause (ii) hereof and there must be a
181 consecutive day period in any 360 consecutive day period during which no
Payment Blockage Period is in effect pursuant to this Section 13.3(b).

                                     -99-
<PAGE>

          (c)  In the event that, notwithstanding the foregoing, the Trustee or
the Holder of any Security shall have received any payment or distribution
prohibited by the foregoing provisions of this Section 13.3, then and in such
event such payment or distribution shall be paid over and delivered forthwith to
the Senior Representatives or as a court of competent jurisdiction shall direct
for application to the payment of any due and unpaid Senior Indebtedness, to the
extent necessary to pay all such due and unpaid Senior Indebtedness in cash or
Cash Equivalents, after giving effect to any concurrent payment to or for the
holders of Senior Indebtedness.

Section 13.4   Trustee's Relation to Senior Indebtedness.

     With respect to the holders of Senior Indebtedness, notwithstanding any
other provisions of this Indenture, the Trustee undertakes to perform or to
observe only such of its covenants and obligations as are specifically set forth
in this Article XIII, and no implied covenants or obligations with respect to
the holders of Senior Indebtedness shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and the Trustee shall not be liable to any holder
of Senior Indebtedness if it shall mistakenly (but not as a result of willful
misconduct or gross negligence of the Trustee) pay over or deliver to Holders,
the Company or any other Person moneys or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article XIII or otherwise.

Section 13.5   Subrogation to Rights of Holders of Senior Indebtedness.

     Upon the payment in full of cash or Cash Equivalents of all Senior
Indebtedness, the Holders of the Securities shall be subrogated (equally and
ratably with the holders of all indebtedness of the Company which by its express
terms is subordinated to Senior Indebtedness to substantially the same extent as
the Securities are so subordinated and which is entitled to like rights of
subrogation as a result of the payments made to the holders of Senior
Indebtedness) to the rights of the holders of such Senior Indebtedness to
receive payments and distributions of cash, property and securities applicable
to the Senior Indebtedness until the principal of, premium, if any, and interest
on the Securities shall be paid in full in cash or Cash Equivalents. For
purposes of such subrogation, no payments or distributions to the holders of
Senior Indebtedness of any cash, property or securities to which the Holders of
the Securities or the Trustee would be entitled except for the provisions of
this Article XIII, and no payments over pursuant to the provisions of this
Article XIII to the holders of Senior Indebtedness by Holders of the Securities
or the Trustee shall, as among the Company, its creditors other than holders of
Senior Indebtedness, and the Holders of the Securities, be deemed to be payment
or distribution by the Company to or on account of the Senior Indebtedness.

     If any payment or distribution to which the Holders would otherwise have
been entitled but for the provisions of this Article XIII shall have been
applied, pursuant to the provisions of this Article XIII, to the payment of all
amounts payable under the Senior Indebtedness of the Company and such payments
or distributions received by such holders of such Senior Indebtedness shall be
in excess of the amount sufficient to pay all amounts payable under or in
respect of such Senior Indebtedness in full in cash or Cash Equivalents, then
and in such case the Holders shall be entitled to receive the amount of such
excess from the Company upon and to the extent of any return of such excess by
the holders of such Senior Indebtedness.

                                     -100-
<PAGE>

Section 13.6   Provisions Solely To Define Relative Rights.

     The provisions of this Article XIII are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article XIII or elsewhere in this Indenture or in the
Securities is intended to or shall (a) impair, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of, premium, if any, and
interest on the Securities as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the
Company of the Holders of the Securities and creditors of the Company other than
the holders of the Senior Indebtedness; or (c) prevent the Trustee or the Holder
of any Security from exercising all remedies otherwise permitted by applicable
law upon a Default or an Event of Default under this Indenture, subject to the
rights, if any, under this Article XIII of the holders of Senior Indebtedness.

     The failure of the Company to make a payment on account of any Note
Obligations by reason of any provision of this Article XIII shall not be
construed as preventing the occurrence of a Default or an Event of Default
hereunder.

Section 13.7   Trustee To Effectuate Subordination.

     Each Holder of a Security by his acceptance thereof authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article XIII and appoints the
Trustee his attorney-in-fact for any and all such purposes, including, in the
event of any dissolution, winding-up, liquidation or reorganization of the
Company whether in bankruptcy, insolvency, receivership proceedings, or
otherwise, the timely filing of a claim for the unpaid balance of the
Indebtedness of the Company owing to such Holder in the form required in such
proceedings and the causing of such claim to be approved. If the Trustee does
not file such a claim prior to 30 days before the expiration of the time to file
such a claim, the holders of Senior Indebtedness, or any Senior Representative,
may file such a claim on behalf of Holders of the Securities.

Section 13.8   No Waiver of Subordination Provisions.

               (a)  No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any non-compliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have
or be otherwise charged with.

               (b)  Without limiting the generality of subsection (a) of this
Section 13.8, the holders of Senior Indebtedness may, at any time and from time
to time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
XIII or the obligations hereunder of the Holders of the Securities to the
holders of Senior

                                     -101-
<PAGE>

Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding or any liability of any obligor thereon; (ii)
sell, exchange, release or otherwise deal with any property pledged, mortgaged
or otherwise securing Senior Indebtedness; (iii) settle or compromise any Senior
Indebtedness or any liability of any obligor thereon or release any Person
liable in any manner for the collection or payment of Senior Indebtedness; and
(iv) exercise or refrain from exercising any rights against the Company and any
other Person; provided, however, that in no event shall any such actions limit
the right of the Holders of the Securities to take any action to accelerate the
maturity of the Securities pursuant to Article IV hereof or to pursue any rights
or remedies hereunder or under applicable laws if the taking of such action does
not otherwise violate the terms of this Indenture.

Section 13.9   Notice to Trustee.

          (a)  The Company shall give prompt written notice to the Trustee of
any fact (other than the existence of a Payment Default or a Payment Blockage
Period) known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Securities. Notwithstanding the provisions
of this Article XIII or any other provision of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts (other than the
existence of a Payment Default or a Payment Blockage Period) which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until a Responsible Officer of the Trustee, on behalf of
the Trustee, shall have received written notice thereof from the Company or a
holder of Senior Indebtedness or from any trustee, fiduciary or agent therefor;
and, prior to the receipt of any such written notice, the Trustee, subject to
the provisions of this Section 13.9, shall be entitled in all respects to assume
that no such facts exist; provided, however, that if a Payment Default does not
exist, a Payment Blockage Period is not in effect and the Trustee shall not have
received the notice provided for in this Section 13.9 at least one Business Day
prior to the date upon which by the terms hereof any money may become payable
for any purpose under this Indenture (including, without limitation, the payment
of the principal of, premium, if any, or interest on any Security), then,
anything herein contained to the contrary notwithstanding but without limiting
the rights and remedies of the holders of Senior Indebtedness or any trustee,
fiduciary or agent thereof, the Trustee shall have full power and authority to
receive such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it within one Business Day prior to such date; nor shall the Trustee
be charged with knowledge of the curing of any such default or the elimination
of the act or condition preventing any such payment unless and until the Trustee
shall have received an Officers' Certificate to such effect.

          (b)  Subject to TIA Sections 315(a) through 315(d), the Trustee shall
be entitled to rely on the delivery to it of a written notice to a Responsible
Officer of the Trustee, on behalf of the Trustee, by a Person representing
himself to be a holder of Senior Indebtedness (or a trustee, fiduciary or agent
therefor) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee, fiduciary or agent therefor). In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Senior Indebtedness to participate in
any payment or distribution pursuant to this Article XIII, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the

                                     -102-
<PAGE>

Trustee as to the amount of Senior Indebtedness held by such Person, the extent
to which such person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such Person under this Article
XIII, and if such evidence is not furnished, the Trustee may defer any payment
to such Person pending judicial determination as to the right of such Person to
receive such payment.

Section 13.10  Reliance on Judicial Order or Certificate of Liquidating Agent.

     Upon any payment or distribution of assets of the Company referred to in
this Article XIII, the Trustee, subject to TIA Sections 315(a) through 315(d),
and the Holders, shall be entitled to rely upon any order or decree entered by
any court of competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding-up or similar
case or proceeding is pending, or a certificate of the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee for the benefit of creditors,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of Senior
Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereof, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article XIII.

Section 13.11  Rights of Trustee as Holder of Senior Indebtedness; Preservation
               of Trustee's Rights.

     The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article XIII with respect to any Senior Indebtedness which may
at any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder. Nothing in this Article XIII shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 5.6 hereof.

Section 13.12  Article Applicable to Paying Agents.

     In case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article XIII shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article XIII in addition to or in place of the Trustee; provided,
however, that Section 13.11 hereof shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent.

Section 13.13  No Suspension of Remedies.

     Nothing contained in this Article XIII shall limit the right of the Trustee
or the Holders of Securities to take any action to accelerate the maturity of
the Securities pursuant to Article IV hereof or to pursue any rights or remedies
hereunder or under applicable law, subject to the rights, if any, under this
Article XIII of the holders, from time to time, of Senior Indebtedness.

                                     -103-
<PAGE>

                                  ARTICLE XIV

                                 MISCELLANEOUS

Section 14.1   Compliance Certificates and Opinions.

     Upon any application or request by the Company and/or any Subsidiary
Guarantor to the Trustee to take any action under any provision of this
Indenture, the Company and/or such Subsidiary Guarantor, as the case may be,
shall furnish to the Trustee such certificates and opinions as may be required
under the Trust Indenture Act or this Indenture. Each such certificate and each
such opinion shall be in the form of an Officers' Certificate or an Opinion of
Counsel, as applicable, and shall comply with the requirements of this
Indenture.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

          (a)  a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

          (b)  a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;

          (c)  a statement that, in the opinion of each such individual, he has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and

          (d)  a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

     The certificates and opinions provided pursuant to this Section 14.1 and
the statements required by this Section 14.1 shall comply in all respects with
TIA Sections 314(c) and (e).

Section 14.2   Form of Documents Delivered to Trustee.

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

     Any certificate or opinion of an Officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such Opinion of Counsel may be based, insofar as it relates to
factual matters, upon an Officers' Certificate of an Officer or Officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company, unless such

                                     -104-
<PAGE>

counsel knows, or in the exercise of reasonable care should know, that the
certificate with respect to such matters is erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

Section 14.3   Acts of Holders.

          (a)  Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

          (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

          (c)  The ownership, principal amount and serial numbers of Securities
held by any Person, and the date of holding the same, shall be proved by the
Security Register.

          (d)  If the Company shall solicit from the Holders of Securities any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to a Board Resolution, fix in
advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding TIA Section
316(c), such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith and
not later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed

                                     -105-
<PAGE>

as of such record date; provided, that no such authorization, agreement or
consent by the Holders on such record date shall be deemed effective unless it
shall become effective pursuant to the provisions of this Indenture not later
than eleven months after the record date.

          (e)  Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

Section 14.4   Notices, etc. to Trustee, Company and Subsidiary Guarantors.

     Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

          (a)  the Trustee by any Holder or by the Company or any Subsidiary
Guarantor shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing and delivered in person or mailed by certified or
registered mail (return receipt requested) to the Trustee at its Corporate Trust
Office; or

          (b)  the Company or any Subsidiary Guarantor by the Trustee or by any
Holder shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and delivered in person or mailed by certified
or registered mail (return receipt requested) to the Company addressed to it or
a Subsidiary Guarantor, as applicable, at the Company's principal office located
at 5 Greenway Plaza, Suite 2700, Houston, Texas 77046-2504, or at any other
address otherwise furnished in writing to the Trustee by the Company.

Section 14.5   Notice to Holders; Waiver.

     Where this Indenture provides for notice of any event to Holders by the
Company or the Trustee, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event, at his address as it
appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In any
case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice. Where this Indenture provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

     In case by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause, it shall be impracticable to mail
notice of any event to Holders when such notice is required to be given pursuant
to any provision of this Indenture, then any manner

                                     -106-
<PAGE>

of giving such notice as shall be satisfactory to the Trustee shall be deemed to
be a sufficient giving of such notice for every purpose hereunder.

Section 14.6   Effect of Headings and Table of Contents.

     The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

Section 14.7   Successors and Assigns.

     All covenants and agreements in this Indenture by the Company and any
Subsidiary Guarantors shall bind their respective successors and assigns,
whether so expressed or not. All agreements of the Trustee in this Indenture
shall bind its successor.

Section 14.8   Separability Clause.

     In case any provision in this Indenture or in the Securities or the
Subsidiary Guarantees shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby, and a Holder shall have no claim therefore against
any party hereto.

Section 14.9   Benefits of Indenture.

     Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person (other than the parties hereto, any Paying Agent, any
Security Registrar and their successors hereunder, the Holders, the holders of
Senior Indebtedness, the holders of Guarantor Senior Indebtedness and, to the
extent set forth in Section 12.4 hereof, creditors of Subsidiary Guarantors) any
benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 14.10  Governing Law; Trust Indenture Act Controls.

          (a) THIS INDENTURE, THE SUBSIDIARY GUARANTEES, IF ANY, AND THE
SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK. THE COMPANY IRREVOCABLY SUBMITS AND WILL CAUSE EACH
SUBSIDIARY GUARANTOR TO IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF
ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE BOROUGH OF
MANHATTAN, THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE SECURITIES OR A SUBSIDIARY GUARANTEE, AND THE
COMPANY IRREVOCABLY AGREES AND WILL CAUSE EACH SUBSIDIARY GUARANTOR TO
IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE
HEARD AND DETERMINED BY ANY SUCH COURT.

          (b) This Indenture shall be subject to the provisions of the Trust
Indenture Act that are required to be part of an indenture qualified thereunder
and shall, to the extent applicable, be governed by such provisions. If and to
the extent that any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by Sections 310 and 318,

                                     -107-
<PAGE>

inclusive, of the Trust Indenture Act, or conflicts with any provision (an
"incorporated provision") required by or deemed to be included in this Indenture
by operation of such Trust Indenture Act sections, such imposed duties or
incorporated provision shall control. If any provision of this Indenture
modifies or excludes any provision of the Trust Indenture Act that may be so
modified or excluded, the latter provision shall be deemed to apply to this
Indenture as so modified or excluded, as the case may be.

Section 14.11  Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date, or Stated
Maturity or Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities or
any Subsidiary Guarantees) payment of interest or principal (and premium, if
any) need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date, Redemption Date or at the Stated Maturity or Maturity; provided, that no
additional interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date, Stated Maturity or Maturity, as the case may be,
by reason of such delay.

Section 14.12  No Recourse Against Others.

     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Securities
or this Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder, by accepting any of the Securities,
waives and releases all such liability to the extent permitted by applicable
law.

Section 14.13  Duplicate Originals.

     The parties may sign any number of copies or counterparts of this
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.

Section 14.14  No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any of its Subsidiaries. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

                                     -108-
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the day and year first above written.

                                  ISSUER:

                                  POGO PRODUCING COMPANY
                                    a Delaware corporation


                                  By: /s/ James P. Ulm, II
                                      -----------------------
                                      James P. Ulm, II
                                      Vice President and Chief Financial Officer

                                  TRUSTEE:

                                  WELLS FARGO BANK MINNESOTA,
                                    NATIONAL ASSOCIATION
                                    as Trustee


                                  By: _______________________
                                      Robert L. Reynolds
                                      Vice President
<PAGE>

                                                                       EXHIBIT A

                                FORM OF SECURITY

                             POGO PRODUCING COMPANY
             8 1/4% SERIES [A/B] SENIOR SUBORDINATED NOTE DUE 2011

                                 [FORM OF FACE]

No. _____                                                            $__________
                                                   CUSIP No. Series A: 730448AN7
                                                             Series B: 730448AP2

     Pogo Producing Company, a Delaware corporation (herein called the
"Company," which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
________________________ or registered assigns the principal sum of
_______________ Dollars (or such other amount as may be shown on the Schedule of
Exchanges on the reverse hereof) on April 15, 2011, at the office or agency of
the Company referred to below, and to pay interest thereon, commencing on
October 15, 2001 and continuing semiannually thereafter, on April 15 and October
15 of each year, from April 10, 2001, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, at the rate of 8 1/4%
per annum, until the principal hereof is paid or duly provided for, and (to the
extent lawful) to pay on demand, interest on any overdue interest at the rate
borne by the Securities from the date on which such overdue interest becomes
payable to the date payment of such interest has been made or duly provided for.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the April 1 or October 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date, and such defaulted interest,
and (to the extent lawful) interest on such defaulted interest at the rate borne
by the Securities, may be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Interest on the Securities shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.

     The principal of (and premium, if any, on) and interest on the Securities
shall be payable at the office or agency of the Company maintained for such
purpose in the City of New York, or at such other office or agency of the
Company as may be maintained for such purpose; provided, however, at the option
of the Company, interest may be paid (i) by check mailed to addresses of the
Persons entitled thereto as such addresses shall appear on the Security
Register, or (ii) with respect to any Holder owning Securities in the aggregate
principal amount of $1,000,000 or

                                      A-1
<PAGE>

more, by wire transfer to an account maintained by the Holder located in the
City of New York, as specified in a written notice to the Trustee, received
prior to the relevant Regular Record Date, by any such Holder requesting payment
by wire transfer and specifying the account to which transfer is requested.

     [Unless and until it is exchanged in whole or in part for Securities in
definitive form, this Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. The Depository Trust Company shall act as the Depositary until a
successor shall be appointed by the Company and the Registrar. Unless this
certificate is presented by an authorized representative of The Depository Trust
Company (55 Water Street, New York, New York) ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as may be
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or such other entity as may be requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF
THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DAY ON WHICH POGO PRODUCING COMPANY
(THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY
(OR ANY PREDECESSOR OF THIS SECURITY) (THE "RESALE RESTRICTION TERMINATION
DATE") ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A THAT IS ACQUIRING SUCH SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501
UNDER THE SECURITIES ACT ("INSTITUTIONAL ACCREDITED INVESTOR") THAT IS ACQUIRING
SUCH SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL
ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF

                                      A-2
<PAGE>

THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO
CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN
EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO
THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been duly executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.

                                      A-3
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                             POGO PRODUCING COMPANY

[SEAL]

                                             By:___________________________
                                                Name:
                                                Title:
Attest:



_________________________________
Secretary

Dated:_________________



                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Wells Fargo Bank Minnesota, National Association, as Trustee, certifies that
this is one of the 8 1/4% Series [A/B] Senior Subordinated Notes due 2011
referred to in the within-mentioned Indenture.

                                             WELLS FARGO BANK MINNESOTA,
                                             NATIONAL ASSOCIATION


                                             By: _____________________________
                                                 Authorized Signatory

                                      A-4
<PAGE>

                          FORM OF REVERSE OF SECURITY

                            POGO PRODUCING COMPANY
             8 1/4% SERIES [A/B] SENIOR SUBORDINATED NOTE DUE 2011

     This Security is one of a duly authorized issue of securities of the
Company designated as its 8 1/4% Series [A/B] Senior Subordinated Notes due 2011
(herein called the "Securities"), limited (except as otherwise provided in the
Indenture referred to below) in aggregate principal amount to $200,000,000,
which may be issued under an indenture (herein called the "Indenture") dated as
of April 10, 2001, between the Company and Wells Fargo Bank Minnesota, National
Association, as trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties, obligations and immunities thereunder of
the Company, the Trustee and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered.

     The Indebtedness evidenced by the Securities is, to the extent and in the
manner provided in the Indenture, subordinate and subject in right of payment to
the prior payment in full of all Senior Indebtedness (as defined in the
Indenture) and this Security is issued subject to such provisions. Each Holder
of this Security, by accepting the same, (a) agrees to and shall be bound by
such provisions, (b) authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
as provided in the Indenture and (c) appoints the Trustee as his attorney-in-
fact for such purpose.

     The Securities are subject to redemption at the option of the Company, in
whole or in part, at any time on or after April 15, 2006, upon not less than 30
or more than 60 days notice at the following Redemption Prices (expressed as
percentages of principal amount) set forth below, if redeemed during the 12-
month period beginning on April 15 of the years indicated below:

                        Year                      Price
                        ----                      -----
        2006.............................        104.125%
        2007.............................        102.750%
        2008.............................        101.375%
        2009 and thereafter..............        100.000%

together in the case of any such redemption with accrued and unpaid interest, if
any, to the Redemption Date (subject to the right of Holders of record on the
relevant Regular Record Date to receive interest due on an Interest Payment Date
that is on or prior to the Redemption Date), all as provided in the Indenture.

     In the case of any redemption of Securities, interest installments whose
Stated Maturity is on or prior to the Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Record Date referred to on the face
hereof. Securities (or portions thereof) for whose redemption and payment
provision is made in accordance with the Indenture shall cease to bear interest
from and after the Redemption Date. In the event of redemption or purchase of
this Security in part only, a

                                      A-5
<PAGE>

new Security or Securities for the unredeemed or unpurchased portion hereof
shall be issued in the name of the Holder hereof upon the cancellation hereof.

     The Securities do not have the benefit of any sinking fund obligations.

     In the event of a Change of Control of the Company, and subject to certain
conditions and limitations provided in the Indenture, the Company will be
obligated to make an offer to purchase, on a Business Day not more than 75 or
less than 30 days following the occurrence of a Change of Control of the
Company, all of the then outstanding Securities validly tendered at a purchase
price equal to 101% of the principal amount thereof, together with accrued and
unpaid interest to the Change of Control Purchase Date, all as provided in the
Indenture.

     In the event of Asset Sales, under certain circumstances, the Company will
be obligated to make a Net Proceeds Offer to purchase all or a specified portion
of each Holder's Securities at a purchase price equal to 100% of the principal
amount of the Securities, together with accrued and unpaid interest to the Net
Proceeds Payment Date.

As set forth in the Indenture, an Event of Default is generally (a) failure to
pay principal upon maturity, redemption or otherwise (including pursuant to a
Change of Control Offer or a Net Proceeds Offer); (b) default for 30 days in
payment of interest on any of the Securities; (c) default in the performance of
agreements relating to mergers, consolidations and sales of all or substantially
all assets or the failure to make or consummate a Change of Control Offer or a
Net Proceeds Offer; (d) failure for 45 days after notice to comply with any
other covenants in the Indenture or the Securities; (e) certain payment defaults
under, the acceleration prior to the maturity of, and the exercise of certain
enforcement rights with respect to, certain Indebtedness of the Company or any
Restricted Subsidiary in an aggregate principal amount in excess of $20,000,000;
(f) the failure of any Subsidiary Guarantee to be in full force and effect or
otherwise to be enforceable (except as permitted by the Indenture); (g) certain
final judgments against any Material Restricted Subsidiary in an aggregate
amount of $20,000,000 or more which remain unsatisfied and either become subject
to commencement or enforcement proceedings or remain unstayed for a period of 60
days; and (h) certain events of bankruptcy, insolvency or reorganization of the
Company or any Material Restricted Subsidiary. If any Event of Default occurs
and is continuing, the Trustee or the holders of at least 25% in aggregate
principal amount of the Outstanding Securities may declare the principal amount
of all the Securities to be due and payable immediately, except that (i) in the
case of an Event of Default arising from certain events of bankruptcy,
insolvency or reorganization of the Company or any Restricted Subsidiary, the
principal amount of the Securities will become due and payable immediately
without further action or notice, and (ii) in the case of an Event of Default
which relates to certain payment defaults, acceleration or the exercise of
certain enforcement rights with respect to certain Indebtedness, any
acceleration of the Securities will be automatically rescinded if any such
Indebtedness is repaid or if the default relating to such Indebtedness is cured
or waived and if the holders thereof have accelerated such Indebtedness then
such holders have rescinded their declaration of acceleration or if in certain
circumstances the proceedings or enforcement action with respect to the
Indebtedness that is the subject of such Event of Default is terminated or
rescinded. No Holder may pursue any remedy under the Indenture unless the
Trustee shall have failed to act after notice of an Event of Default and written
request by Holders of at least 25% in principal amount of the Outstanding
Securities, and the offer to the Trustee of

                                      A-6
<PAGE>

indemnity reasonably satisfactory to it; provided, however, such provision does
not affect the right to sue for enforcement of any overdue payment on a Security
by the Holder thereof. Subject to certain limitations, Holders of a majority in
principal amount of the Outstanding Securities may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders notice of
any continuing default (except default in payment of principal, premium or
interest) if it determines in good faith that withholding the notice is in the
interest of the Holders. The Company is required to file quarterly reports with
the Trustee as to the absence or existence of defaults.

     The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of the Company on this Security and (ii) certain restrictive
covenants and the related Defaults and Events of Default, upon compliance by the
Company with certain conditions set forth therein, which provisions apply to
this Security.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and any Subsidiary Guarantors and the rights of the Holders under the
Indenture at any time by the Company, any Subsidiary Guarantors and the Trustee
with the consent of the Holders of a majority in aggregate principal amount of
the Securities at the time Outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Securities at the time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by or on behalf of the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this Security. Without the consent of any Holder, the
Company, any Subsidiary Guarantors and the Trustee may amend or supplement the
Indenture or the Securities to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Securities in addition to or in place of Definitive
Securities and to make certain other specified changes and other changes that do
not adversely affect the rights of any Holder.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any, on)
and interest on this Security at the times, place, and rate, and in the coin or
currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registerable on the Security Register of
the Company, upon surrender of this Security for registration of transfer at the
office or agency of the Company maintained for such purpose in the City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

                                      A-7
<PAGE>

     The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Securities
are exchangeable for a like aggregate principal amount of Securities of a
different authorized denomination, as requested by the Holder surrendering the
same.

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.

     A director, officer, incorporator, or stockholder of the Company or any
Subsidiary Guarantor, as such, shall not have any personal liability under this
Security or the Indenture by reason of his or its status as such director,
officer, incorporator or stockholder. Each Holder, by accepting this Security
with or without the notation of Subsidiary Guarantee endorsed hereon, waives and
releases all such liability. Such waiver and release are part of the
consideration for the issuance of this Security with the notation of Subsidiary
Guarantee endorsed hereon.

     Prior to the time of due presentment of this Security for registration of
transfer, the Company, any Subsidiary Guarantors, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security is
overdue, and neither the Company, the Subsidiary Guarantors, if any, the Trustee
nor any agent shall be affected by notice to the contrary.

     In addition to the rights provided to Holders of Securities under the
Indenture, Holders of Transfer Restricted Securities shall have the rights set
forth in the Registration Rights Agreement, including the right to receive
additional interest on their Securities as provided therein.

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture. The Company will furnish to
any Holder upon written request and without charge a copy of the Indenture.
Requests may be made to the Company, Attention: Corporate Secretary, at 5
Greenway Plaza, Suite 2700, Houston, Texas 77046-2504.

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities as a convenience to the Holders thereof. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identifying information
printed hereon.

     This Security shall be governed by and construed in accordance with the
laws of the State of New York.

                                      A-8
<PAGE>

                                ASSIGNMENT FORM

          To assign this Security, fill in the form below: (I) or (we) assign
and transfer this Security to _________________________________________________
             (Insert assignee's social security or tax I.D. number)

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
             (Print or type assignee's name, address and zip code)

and irrevocably appoint _______________________________________________________
as agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.

_______________________________________________________________________________

Date: _______________            Your Signature: ______________________________
                                                 (Sign exactly as your name
                                                 appears on the face of this
                                                 Security)


Signature Guarantee: __________________________________________________________
                               (Participant in a Recognized Signature
                                    Guaranty Medallion Program)

                                      A-9
<PAGE>

                  FORM OF OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Security purchased by the Company
pursuant to Section 9.15 or Section 9.16 of the Indenture, check the appropriate
box:

                       Section 9.15 [_] Section 9.16 [_]

     If you want to have only part of this Security purchased by the Company
pursuant to Section 9.15 or Section 9.16 of the Indenture, state the amount in
integral multiples of $1,000:

$________________

Date: ________________                    Signature: ___________________________
                                                     (Sign exactly as your name
                                                     appears on the face of this
                                                     Security)


Signature Guarantee: __________________________________________________________
                                (Participant in a Recognized Signature
                                     Guaranty Medallion Program)

                                     A-10
<PAGE>

                            SCHEDULE OF EXCHANGES*

     The following exchanges redemptions or repurchases of a part of this Global
Security have been made:

<TABLE>
<CAPTION>
                                                                           Principal Amount
                                Amount of              Amount of            of this Global          Signature of
                               decrease in            increase in         Security following    authorized signatory
                           Principal Amount of    Principal Amount of        such decrease          of Trustee or
    Date of Exchange      this Global Security    this Global Security       (or increase)       Security Custodian
    ----------------      --------------------    --------------------       -------------       ------------------
<S>                       <C>                     <C>                        <C>                 <C>
</TABLE>
_______________________

*  This should be included only if the Security is issued in global form.

                                     A-11
<PAGE>

                                                                       EXHIBIT B

                    FORM OF NOTATION RELATING TO SUBSIDIARY
                                  GUARANTEES

     The form of notation to be set forth on each Security relating to the
Subsidiary Guarantees shall be in substantially the following form:

                             SUBSIDIARY GUARANTEE

     Subject to the limitations set forth in the Indenture, the Subsidiary
Guarantors (as defined in the Indenture referred to in the Security upon which
this notation is endorsed and each hereinafter referred to as a "Subsidiary
Guarantor," which term includes any successor or additional Subsidiary Guarantor
under the Indenture) have, jointly and severally, unconditionally guaranteed (a)
the due and punctual payment of the principal (and premium, if any) of and
interest on the Securities, whether at maturity, acceleration, redemption or
otherwise, (b) the due and punctual payment of interest on the overdue principal
of and interest on the Securities, if any, to the extent lawful, (c) the due and
punctual performance of all other obligations of the Company to the Holders or
the Trustee, all in accordance with the terms set forth in the Indenture, and
(d) in case of any extension of time of payment or renewal of any Securities or
any of such other obligations, the same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether
at Stated Maturity, by acceleration or otherwise.

     The obligations of each Subsidiary Guarantor are limited to the maximum
amount as will, after giving effect to all other contingent and fixed
liabilities and after giving effect to any collections from or payments made by
or on behalf of any other Subsidiary Guarantor in respect of the obligations of
such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to
its contribution obligations under the Indenture, result in the obligations of
such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under federal or state law. Each
Subsidiary Guarantor that makes a payment or distribution under a Subsidiary
Guarantee shall be entitled to a contribution from each other Subsidiary
Guarantor in a pro rata amount based on the Adjusted Net Assets of each
Subsidiary Guarantor.

     The obligations of the Subsidiary Guarantors to the Holders or the Trustee
pursuant to the Subsidiary Guarantee and the Indenture are expressly subordinate
to all Guarantor Senior Indebtedness to the extent set forth in Article XII of
the Indenture and reference is made to such Indenture for the precise terms of
such subordination.

     No stockholder, officer, director or incorporator, as such, past, present
or future, of the Subsidiary Guarantors shall have any personal liability under
the Subsidiary Guarantee by reason of his or its status as such stockholder,
officer, director or incorporator.

     Any Subsidiary Guarantor may be released from its Subsidiary Guarantee upon
the terms and subject to the conditions provided in the Indenture.

                                      B-1
<PAGE>

     All terms used in this notation of Subsidiary Guarantee which are defined
in the Indenture referred to in this Security upon which this notation of
Subsidiary Guarantee is endorsed shall have the meanings assigned to them in
such Indenture.

     The Subsidiary Guarantee shall be binding upon each Subsidiary Guarantor
and its successors and assigns and shall inure to the benefit of the Trustee and
the Holders and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges herein conferred upon that
party shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof and in the Indenture.

     The Subsidiary Guarantee shall not be valid or obligatory for any purpose
until it has been executed by the manual or facsimile signature of an authorized
officer of each Subsidiary Guarantor and the certificate of authentication on
the Security upon which this Subsidiary Guarantee is noted shall have been
executed by the Trustee under the Indenture by the manual signature of one of
its authorized signatories.

                                         [SUBSIDIARY GUARANTOR]


Date: ________________________           By: __________________________
                                             Name: ____________________
                                             Title:____________________

Attest:____________________________
       Secretary

                                      B-2
<PAGE>

                                                                       EXHIBIT C

                   CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                   OR REGISTRATION OF TRANSFER OF SECURITIES

Re:  8 1/4% Series [A/B] Senior Subordinated Notes due 2011 of Pogo Producing
     Company (the "Company")

          This Certificate relates to $_____ principal amount of Securities held
in definitive form by _____________________ (the "Transferor").

The Transferor has requested the Trustee by written order to exchange or
register the transfer of a Security or Securities.

          In connection with such request and in respect of each such Security,
the Transferor does hereby certify that the Transferor is familiar with the
Indenture relative to the above captioned Securities and that the transfer of
this Security does not require registration under the Securities Act (as defined
below) because:*

     [_]  Such Security is being acquired for the Transferor's own account
without transfer (in satisfaction of Section 2.07(a)(ii)(A) of the Indenture).

     [_]  Such Security is being transferred to a "qualified institutional
buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act")), in reliance on Rule 144A under the Securities Act.

     [_]  Such Security is being transferred (i) in accordance with Rule 144
under the Securities Act (and based on an opinion of counsel if the Company so
requests) or (ii) pursuant to an effective registration statement under the
Securities Act.

     [_]  Such Security is being transferred to an institutional "accredited
investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act pursuant to a private placement exemption from the registration
requirements of the Securities Act (and based on an opinion of counsel if the
Company so requests) together with a certification in substantially the form of
Exhibit D to the Indenture and, to the knowledge of the Transferor, such
institutional accredited investor to whom such Security is to be transferred is
not an "affiliate" (as defined in Rule 144 under the Securities Act) of the
Company.

     [_]  Such Security is being transferred in reliance on and in compliance
with another exemption from the registration requirements of the Securities Act
(and based on an opinion of counsel if the Company so requests).


*Check appropriate response.

                                      C-1
<PAGE>

                                                  _____________________________
                                                  [INSERT NAME OF TRANSFEROR]


                                                  By: _________________________
                                                      Name:
                                                      Title:
                                                      Address:

Date:____________________

                                      C-2
<PAGE>

                                                                       EXHIBIT D

                     TRANSFEREE LETTER OF REPRESENTATIONS


Pogo Producing Company
c/o Wells Fargo Bank Minnesota,
         National Association
213 Court Street, Suite 902
Middletown, CT 06457
Attn: Corporate Trust Services

Dear Sirs and Madams:

     In connection with our proposed purchase of $_________ aggregate principal
amount of 8 1/4% Senior Subordinated Notes due 2011 (the "Securities") of Pogo
Producing Company, a Delaware corporation (the "Company"):

     1.   We understand that the Securities have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or under any other
applicable securities laws, and may not be sold except as permitted in the
following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing the Securities to offer, sell or otherwise
transfer such Securities prior to the date which is two years after the later of
the date of original issue and the last date on which the Company or any
affiliate of the Company was the owner of such Securities, or any predecessor,
thereto (the "Resale Restriction Termination Date") only (a) to the Company, (b)
pursuant to a registration statement that has been declared effective by the
Securities and Exchange Commission (the "SEC"), (c) for so long as the
Securities are eligible for resale pursuant to Rule 144A under the Securities
Act, to a person we reasonably believe is a qualified institutional buyer under
Rule 144A (a "QIB") that purchases for its own account or for the account of a
QIB to whom notice is given that the transfer is being made in reliance on Rule
144A, (d) to an institutional "accredited investor" within the meaning of
subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act (an
"Institutional Accredited Investor") that is acquiring the Securities for its
own account or for the account of another Institutional Accredited Investor for
investment purposes and not with a view to, or for offer or sale in connection
with, any distribution thereof in violation of the regulations of the Securities
Act and any other applicable securities laws or (e) pursuant to any other
available exemption from the registration requirements of the Securities Act,
subject in each of the foregoing cases to any requirement of law that the
disposition of our property and the property of such investor account or
accounts be at all times within our or their control. The foregoing restrictions
on resale will not apply subsequent to the Resale Restriction Termination Date.
If any resale or other transfer of the Securities is proposed to be made
pursuant to clause (d) above prior to the Resale Restriction Termination Date,
the transferor shall deliver a letter from the transferee substantially in the
form of this letter to the Trustee, which shall provide, among other things,
that the transferee is an Institutional Accredited Investor and that it is
acquiring such Securities for investment purposes and not for distribution in
violation of the Securities Act. We acknowledge that the Company and the Trustee
reserve the right prior to any offer, sale or other transfer pursuant to clauses
(d) or (e) prior to the Resale Restriction Termination Date of the

                                      D-1
<PAGE>

Securities to require the delivery of an opinion of counsel, certifications
and/or other information satisfactory to the Company and the Trustee.

     2.   We are an Institutional Accredited Investor purchasing for our own
account or for the account of another Institutional Accredited Investor.

     3.   We are acquiring the Securities purchased by us for our own account,
or for one or more accounts as to each of which we exercise sole investment
discretion, for investment purposes and not with a view to, or for offer or sale
in connection with any distribution in violation of, the Securities Act. We have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of investment in the Securities, we invest in
securities similar to the Securities in the normal course of our business and
we, and all accounts for which we are acting, are able to bear the economic
risks of investment in the Securities.

     4.   You are entitled to rely upon this letter and you are irrevocably
authorized to produce this letter or a copy thereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.

                                        Very truly yours,

                                        By: ____________________________
                                            (Name of Purchaser)

     Upon transfer, the Securities should be registered in the name of the new
beneficial owner as follows:

Name:           ___________________
Address:        ___________________
                ___________________
                ___________________
Taxpayer ID No: ___________________

                                      D-2