<PAGE>

                                                                     EXHIBIT 4.1

                         MISSION RESOURCES CORPORATION

                                     each

                             SUBSIDIARY GUARANTOR

                                 Named Herein

                                      and

                             THE BANK OF NEW YORK

                                    Trustee
                               ________________

                                   INDENTURE

                           Dated as of May 29, 2001
                               ________________

                                 $125,000,000
                10% Senior Subordinated Notes due 2007 Series B

                                      and

                                 $225,000,000
                10% Senior Subordinated Notes due 2007 Series C
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                         Page
<S>                                                                                                      <C>
ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION........................................   2
-----------------------------------------------------------------
  1.1   DEFINITIONS......................................................................................   2
  ---   -----------
  1.2   OTHER DEFINITIONS................................................................................  24
  ---   -----------------
  1.3   INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT................................................  25
  ---   -------------------------------------------------
  1.4   RULES OF CONSTRUCTION............................................................................  25
  ---   ---------------------
  1.5   ONE CLASS OF SECURITIES..........................................................................  26
  ---   -----------------------

ARTICLE 2 [RESERVED].....................................................................................  26
-------------------

ARTICLE 3 THE SECURITIES.................................................................................  26
------------------------
  3.1   TITLE AND TERMS; FORM AND DATING.................................................................  26
  ---   --------------------------------
  3.2   DENOMINATIONS....................................................................................  28
  ---   -------------
  3.3   EXECUTION AND AUTHENTICATION.....................................................................  28
  ---   ----------------------------
  3.3.1 SECURITY REGISTRAR AND PAYING AGENT..............................................................  30
  ----- -----------------------------------
  3.4   PERSONS DEEMED OWNERS AND HOLDERS LISTS..........................................................  30
  ---   ---------------------------------------
  3.5   TRANSFER AND EXCHANGE............................................................................  31
  ---   ---------------------
  3.6   REPLACEMENT SECURITIES...........................................................................  44
  ---   ----------------------
  3.7   OUTSTANDING SECURITIES...........................................................................  45
  ---   ----------------------
  3.8   TREASURY SECURITIES..............................................................................  45
  ---   -------------------
  3.9   TEMPORARY SECURITIES.............................................................................  45
  ---   --------------------
  3.10  CANCELLATION.....................................................................................  46
  ----  ------------
  3.11  DEFAULTED INTEREST...............................................................................  46
  ----  ------------------
  3.12  CUSIP NUMBERS....................................................................................  47
  ----  -------------
  3.13  BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITY........................................................  47
  ----  -----------------------------------------
  3.14  COMPUTATION OF INTEREST..........................................................................  48
  ----  -----------------------

ARTICLE 4 SATISFACTION AND DISCHARGE.....................................................................  48
------------------------------------
  4.1   SATISFACTION AND DISCHARGE OF INDENTURE..........................................................  48
  ---   ---------------------------------------
  4.2   APPLICATION OF TRUST MONEY.......................................................................  50
  ---   --------------------------

ARTICLE 5 REMEDIES.......................................................................................  50
------------------
  5.1   EVENTS OF DEFAULT................................................................................  50
  ---   -----------------
  5.2   ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT...............................................  52
  ---   --------------------------------------------------
  5.3   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE..................................  53
  ---   ---------------------------------------------------------------
  5.4   TRUSTEE MAY FILE PROOFS OF CLAIM.................................................................  54
  ---   --------------------------------
  5.5   TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES......................................  55
  ---   -----------------------------------------------------------
  5.6   APPLICATION OF MONEY COLLECTED...................................................................  55
  ---   ------------------------------
  5.7   LIMITATION ON SUITS..............................................................................  55
  ---   -------------------
  5.8   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE Payment................................................  56
  ---   -------------------------------------------------
  5.9   RESTORATION OF RIGHTS AND REMEDIES...............................................................  56
  ---   ----------------------------------
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                       <C>
  5.10  RIGHTS AND REMEDIES CUMULATIVE..................................................................   56
  ----  ------------------------------
  5.11  DELAY OR OMISSION NOT WAIVER....................................................................   56
  ----  ----------------------------
  5.12  CONTROL BY HOLDERS..............................................................................   57
  ----  ------------------
  5.13  WAIVER OF PAST DEFAULTS.........................................................................   57
  ----  -----------------------
  5.14  WAIVER OF STAY..................................................................................   57
  ----  --------------

ARTICLE 6 THE TRUSTEE...................................................................................   58
---------------------
  6.1   DUTIES OF TRUSTEE...............................................................................   58
  ---   -----------------
  6.2   CERTAIN RIGHTS OF TRUSTEE.......................................................................   59
  ---   -------------------------
  6.3   TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES..................................   60
  ---   --------------------------------------------------------------
  6.4   MAY HOLD SECURITIES.............................................................................   60
  ---   -------------------
  6.5   MONEY HELD IN TRUST.............................................................................   60
  ---   -------------------
  6.6   COMPENSATION AND REIMBURSEMENT..................................................................   61
  ---   ------------------------------
  6.7   CORPORATE TRUSTEE REQUIRED: ELIGIBILITY.........................................................   61
  ---   ---------------------------------------
  6.8   CONFLICTING INTERESTS...........................................................................   62
  ---   ---------------------
  6.9   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR...............................................   62
  ---   -------------------------------------------------
  6.10  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR..........................................................   63
  ----  --------------------------------------
  6.11  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.....................................   63
  ----  -----------------------------------------------------------
  6.12  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY...............................................   64
  ----  -------------------------------------------------
  6.13  NOTICE OF DEFAULTS..............................................................................   64
  ----  ------------------

ARTICLE 7 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.............................................   64
-----------------------------------------------------------
  7.1   HOLDERS' LISTS; HOLDER COMMUNICATIONS; DISCLOSURES RESPECTING HOLDERS...........................   64
  ---   ---------------------------------------------------------------------
  7.2   REPORTS BY TRUSTEE..............................................................................   65
  ---   ------------------
  7.3   REPORTS BY COMPANY..............................................................................   65
  ---   ------------------

ARTICLE 8 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OF OR LEASE.......................................   66
-----------------------------------------------------------------
  8.1   COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS............................................   66
  ---   ----------------------------------------------------
  8.2   SUCCESSOR SUBSTITUTED...........................................................................   67
  ---   ---------------------

ARTICLE 9 SUPPLEMENTAL INDENTURES.......................................................................   68
---------------------------------
  9.1   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS..............................................   68
  ---   --------------------------------------------------
  9.2   SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.................................................   69
  ---   -----------------------------------------------
  9.3   EXECUTION OF SUPPLEMENTAL INDENTURES............................................................   70
  ---   ------------------------------------
  9.4   EFFECT OF SUPPLEMENTAL INDENTURES...............................................................   70
  ---   ---------------------------------
  9.5   CONFORMITY WITH TRUST INDENTURE ACT.............................................................   70
  ---   -----------------------------------
  9.6   REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES..............................................   70
  ---   --------------------------------------------------
  9.7   NOTICE OF SUPPLEMENTAL INDENTURES AND WAIVERS...................................................   70
  ---   ---------------------------------------------
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>                                                                                                      <C>
  9.8   EFFECT ON SENIOR INDEBTEDNESS...................................................................   71
  ---   -----------------------------

ARTICLE 10 COVENANTS....................................................................................   71
--------------------
  10.1  PAYMENT OF securities...........................................................................   71
  ----  ---------------------
  10.2  MAINTENANCE OF OFFICE OR AGENCY.................................................................   71
  ----  -------------------------------
  10.3  MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.................................................   71
  ----  -----------------------------------------------
  10.4  CORPORATE EXISTENCE.............................................................................   73
  ----  -------------------
  10.5  PAYMENT OF TAXES AND OTHER CLAIMS...............................................................   73
  ----  ---------------------------------
  10.6  MAINTENANCE OF PROPERTIES.......................................................................   73
  ----  -------------------------
  10.7  INSURANCE.......................................................................................   73
  ----  ---------
  10.8  STATEMENT BY OFFICER AS TO DEFAULT..............................................................   74
  ----  ----------------------------------
  10.9  PROVISION OF FINANCIAL INFORMATION..............................................................   74
  ----  ----------------------------------
  10.10 LIMITATION ON RESTRICTED PAYMENTS...............................................................   75
  ----- ---------------------------------
  10.11 LIMITATION ON OTHER SENIOR SUBORDINATED INDEBTEDNESS............................................   78
  ----- ----------------------------------------------------
  10.12 INCURRENCE OF INDEBTEDNESS......................................................................   79
  ----- --------------------------
  10.13 LIMITATION ON GUARANTEES OF INDEBTEDNESS BY RESTRICTED SUBSIDIARIES.............................   79
  ----- -------------------------------------------------------------------
  10.14 LIMITATION ON ISSUANCE AND SALE OF CAPITAL STOCK BY RESTRICTED SUBSIDIARIES.....................   80
  ----- ---------------------------------------------------------------------------
  10.15 LIMITATION ON LIENS.............................................................................   80
  ----- -------------------
  10.16 PURCHASE OF SECURITIES UPON CHANGE OF CONTROL...................................................   80
  ----- ---------------------------------------------
  10.17 DISPOSITION OF PROCEEDS OF ASSET SALES..........................................................   82
  ----- --------------------------------------
  10.18 LIMITATION ON TRANSACTIONS WITH AFFILIATES......................................................   85
  ----- ------------------------------------------
  10.19 LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES........   86
  ----- ----------------------------------------------------------------------------------------
  10.20 WAIVER OF CERTAIN COVENANTS.....................................................................   87
  ----- ---------------------------
  10.21 LIMITATION ON RESTRICTIVE COVENANTS.............................................................   87
  ----- -----------------------------------

ARTICLE 11 REDEMPTION OF SECURITIES.....................................................................   87
-----------------------------------
  11.1  RIGHT OF REDEMPTION.............................................................................   87
  -------------------------
  11.2  APPLICABILITY OF ARTICLE........................................................................   87
  ----  ------------------------
  11.3  ELECTION TO REDEEM; NOTICE TO TRUSTEE...........................................................   87
  ----  -------------------------------------
  11.4  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED...............................................   88
  ----  -------------------------------------------------
  11.5  NOTICE OF REDEMPTION............................................................................   88
  ----  --------------------
  11.6  DEPOSIT OF REDEMPTION PRICE.....................................................................   89
  ----  ---------------------------
  11.7  SECURITIES PAYABLE ON REDEMPTION DATE...........................................................   89
  ----  -------------------------------------
  11.8  SECURITIES REDEEMED IN PART.....................................................................   89
  ----  ---------------------------

ARTICLE 12 DEFEASANCE AND DISCHARGE.....................................................................   90
-----------------------------------
  12.1  COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE....................................   90
  ----  ------------------------------------------------------------
  12.2  DEFEASANCE AND DISCHARGE........................................................................   90
  ----  ------------------------
  12.3  COVENANT DEFEASANCE.............................................................................   90
  ----  -------------------
  12.4  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.................................................   91
  ----  -----------------------------------------------
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                                                      <C>
  12.5  DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS
  ----  ----------------------------------------------------------------------------------------
        PROVISIONS......................................................................................   93
        ----------
  12.6  REINSTATEMENT...................................................................................   93
  ----  -------------

ARTICLE 13 SUBSIDIARY GUARANTEES........................................................................   93
--------------------------------
  13.1  UNCONDITIONAL GUARANTEE.........................................................................   93
  ----  -----------------------
  13.2  SUBSIDIARY GUARANTOR MAY CONSOLIDATE, ETC., ON CERTAIN TERMS....................................   95
  ----  ------------------------------------------------------------
  13.3  RELEASE OF SUBSIDIARY GUARANTORS................................................................   95
  ----  --------------------------------
  13.4  LIMITATION OF SUBSIDIARY GUARANTORS" LIABILITY..................................................   96
  ----  ----------------------------------------------
  13.5  CONTRIBUTION....................................................................................   97
  ----  ------------
  13.6  EXECUTION AND DELIVERY OF NOTATIONS OF SUBSIDIARY GUARANTEES....................................   97
  ----  ------------------------------------------------------------
  13.7  SEVERABILITY....................................................................................   97
  ----  ------------
  13.8  SUBSIDIARY GUARANTEES SUBORDINATED TO GUARANTOR SENIOR INDEBTEDNESS.............................   98
  ----  -------------------------------------------------------------------
  13.9  SUBSIDIARY GUARANTORS NOT TO MAKE PAYMENTS WITH RESPECT TO SUBSIDIARY GUARANTEES IN CERTAIN
  ----  -------------------------------------------------------------------------------------------
        CIRCUMSTANCES...................................................................................   98
        -------------
  13.10 SUBSIDIARY GUARANTEES SUBORDINATED TO PRIOR PAYMENT OF ALL GUARANTOR SENIOR INDEBTEDNESS UPON
  ----- ---------------------------------------------------------------------------------------------
        DISSOLUTION, ETC................................................................................   99
        ----------------
  13.11 HOLDERS TO BE SUBROGATED TO RIGHTS OF HOLDERS OF GUARANTOR SENIOR INDEBTEDNESS..................  100
  ----- ------------------------------------------------------------------------------
  13.12 OBLIGATIONS OF SUBSIDIARY UNCONDITIONAL.........................................................  101
  ----- ---------------------------------------
  13.13 TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN ABSENCE OF NOTICE.........................  101
  ----- -----------------------------------------------------------------------
  13.14 APPLICATION BY TRUSTEE OF MONEY DEPOSITED WITH IT...............................................  101
  ----- -------------------------------------------------
  13.15 SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF SUBSIDIARY GUARANTORS OR HOLDERS OF
  ----- ---------------------------------------------------------------------------------------------
        GUARANTOR SENIOR INDEBTEDNESS...................................................................  102
        -----------------------------
  13.16 HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION OF SUBSIDIARY GUARANTEES..................  103
  ----- ------------------------------------------------------------------------------
  13.17 RIGHT OF TRUSTEE TO HOLD GUARANTOR SENIOR INDEBTEDNESS..........................................  103
  ----  ------------------------------------------------------
  13.18 ARTICLE XIII NOT TO PREVENT EVENTS OF DEFAULT...................................................  103
  ----  ---------------------------------------------
  13.19 PAYMENT.........................................................................................  103
  ----- -------

ARTICLE 14 SUBORDINATION OF SECURITIES..................................................................  103
--------------------------------------
  14.1  SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS...................................................  103
  ----  ---------------------------------------------
  14.2  PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC..................................................  104
  ----  ----------------------------------------------
  14.3  SUSPENSION OF PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.......................................  105
  ----  ---------------------------------------------------------
  14.4  PAYMENT PERMITTED IF NO DEFAULT.................................................................  106
  ----  -------------------------------
  14.5  SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.........................................  106
  ----  -------------------------------------------------------
  14.6  PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.....................................................  107
  ----  -------------------------------------------
</TABLE>

                                      iv
<PAGE>

<TABLE>
<S>                                                                                                       <C>
  14.7  TRUSTEE TO EFFECTUATE SUBORDINATION..............................................................  107
  ----  -----------------------------------
  14.8  NO WAIVER OF SUBORDINATION PROVISION.............................................................  107
  ----  ------------------------------------
  14.9  NOTICE TO TRUSTEE................................................................................  108
  ----  -----------------
  14.10 RELIANCE OF JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT BANK..............................  109
  ----- -------------------------------------------------------------------
  14.11 RIGHTS OF TRUSTEE AS A HOLDER OF SENIOR INDEBTEDNESS; PRESERVATION OF TRUSTEE'S RIGHTS...........  109
  ----- --------------------------------------------------------------------------------------
  14.12 ARTICLE APPLICABLE TO PAYING AGENTS..............................................................  109
  ----- -----------------------------------
  14.13 NO SUSPENSION OF REMEDIES........................................................................  109
  ----- -------------------------
  14.14 TRUST MONEY NOT SUBORDINATED.....................................................................  109
  ----- ----------------------------
  14.15 Trustee Not Fiduciary for Holders of Senior Indebtedness.........................................  110
  ----- --------------------------------------------------------

ARTICLE 15 MISCELLANEOUS.................................................................................  110
------------------------
  15.1  COMPLIANCE CERTIFICATES AND OPINIONS.............................................................  110
  ----  ------------------------------------
  15.2  FORM OF DOCUMENTS DELIVERED TO TRUSTEE...........................................................  111
  ----  --------------------------------------
  15.3  ACTS OF HOLDERS..................................................................................  111
  ----  ---------------
  15.4  NOTICES, ETC. TO TRUSTEE, COMPANY AND SUBSIDIARY GUARANTORS......................................  112
  ----  -----------------------------------------------------------
  15.5  NOTICE TO HOLDERS; WAIVER........................................................................  112
  ----  -------------------------
  15.6  EFFECT OF HEADINGS AND TABLE OF CONTENTS.........................................................  113
  ----  ----------------------------------------
  15.7  SUCCESSORS AND ASSIGNS...........................................................................  113
  ---   ----------------------
  15.8  SEPARABILITY CLAUSE..............................................................................  113
  ----  -------------------
  15.9  BENEFITS OF INDENTURE............................................................................  113
  ----  ---------------------
  15.10 GOVERNING LAW; TRUST INDENTURE ACT CONTROLS......................................................  114
  ----  --------------------------------------------
  15.11 LEGAL HOLIDAYS...................................................................................  114
  ----- --------------
  15.12 NO RECOURSE AGAINST OTHERS.......................................................................  114
  ----- --------------------------
  15.13 DUPLICATE ORIGINALS..............................................................................  114
  ----- -------------------
  15.14 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS....................................................  115
  ----- ---------------------------------------------
</TABLE>

EXHIBITS
--------

A-1   Form of Note
A-2   Form of Note
B     Form of Certificate of Transfer
C     Form of Certificate of Exchange

                                       v
<PAGE>

        Reconciliation and Tie between Trust Indenture Act of 1939 and
                      Indenture, dated as of May 29, 2001


Trust Indenture                                                     Indenture
 Act Section                                                         Section
 -----------                                                         --------
ss.310 (a)(1)    ...........................................              6.7
       (a)(2)    ...........................................              6.7
       (b)       ...........................................      6.7,6.8,6.9
ss.311 (a)       ...........................................             6.12
       (b)       ...........................................             6.12
ss.312           ...........................................              7.1
ss.313           ...........................................              7.2
ss.314 (a)       ...........................................              7.3
       (a)(4)    ...........................................          10.8(i)
       (c)(1)    ...........................................             15.1
       (c)(2)    ...........................................             15.1
       (e)       ...........................................             15.1
ss.315 (a)       ...........................................              6.1
       (b)       ...........................................             6.13
       (c)       ...........................................              6.1
       (d)       ...........................................              6.1
ss.316 (a)(last  ...........................................              1.1
       sentence) ...........................................  ("Outstanding")
       (a)(1)(A) ...........................................         5.2,5.12
       (a)(1)(B) ...........................................             5.13
       (b)       ...........................................              5.8
       (c)       ...........................................         15.3(iv)
ss.317 (a)(1)    ...........................................              5.3
       (a)(2)    ...........................................              5.4
       (b)       ...........................................             10.3
ss.318 (a)       ...........................................        15.10(ii)

                                      vi
<PAGE>

     THIS INDENTURE, dated as of May 29, 2001, is among MISSION RESOURCES
CORPORATION, a Delaware corporation (hereinafter called the "Company"), the
SUBSIDIARY GUARANTORS (as defined hereinafter) and The Bank of New York, a New
York banking corporation (hereinafter called the "Trustee").

                                   RECITALS

     The Company has duly authorized the creation of an issue of 10% Senior
Subordinated Notes due 2007 Series B and 10% Senior Subordinated Notes due 2007
Series C (herein, as amended or supplemented from time to time in accordance
with the terms hereof, of substantially the tenor and amount hereinafter set
forth, and to provide therefor the Company has duly authorized the execution and
delivery of this Indenture.

     The Company owns, directly or indirectly, all of the equity ownership of
the outstanding Voting Stock of each initial Subsidiary Guarantor, and each
initial Subsidiary Guarantor is a member of the Company's consolidated group of
companies that are engaged in related businesses. Each initial Subsidiary
Guarantor will derive direct and indirect benefit from the issuance of the
Securities; accordingly, each initial Subsidiary Guarantor has authorized its
guarantee of the Company's obligations under this Indenture and the Securities,
and to provide therefor the initial Subsidiary Guarantors have duly authorized
the execution and delivery of this Indenture.

     This Indenture is subject to the provisions of the Trust Indenture Act of
1939, as amended, that are required to be part of this Indenture and will, to
the extent applicable, be governed by such provisions.

     All things necessary have been done to make the Securities, when issued and
executed by the Company and authenticated and delivered by the Trustee as herein
provided, the valid obligations of the Company, to make the Subsidiary
Guarantees, when the notations thereof on the Securities are executed by the
initial Subsidiary Guarantors, the valid obligation of the initial Subsidiary
Guarantors and to make this Indenture a valid agreement of the Company, the
initial Subsidiary Guarantors and the Trustee, in accordance with their
respective terms.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
(together with the related Subsidiary Guarantees) by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities (together with the related Subsidiary Guarantees), as
follows:

                                       1
<PAGE>

                                   ARTICLE 1
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     1.1  DEFINITIONS.

     "144A Global Note" means a global Security in the form of Exhibit A-1
                                                               -----------
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee, issued in a denomination equal to the outstanding principal amount
of the Securities initially sold in reliance on Rule 144A.

     "1997 Indenture" means the Indenture dated as of April 9, 1997, as amended
to the date hereof, among the Company, as issuer, subsidiaries of the Company
named in such Indenture as subsidiary guarantors, and The Bank of New York as
successor to Bank of Montreal Trust Company, as Trustee, as amended,
supplemented, or otherwise modified from time to time.

     "1997 Securities" means the Company's 10 7/8% Senior Subordinated Notes due
2007 issued pursuant to the 1997 Indenture.

     "1997 Securities Issue Date" means April 9, 1997.

     "Acquired Indebtedness" means Indebtedness of a Person (a) assumed in
connection with an acquisition of Properties from such Person or (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
acquisition or such Person becoming such a Subsidiary). Acquired Indebtedness
will be deemed to be incurred on the date, of the related acquisition of
Properties from any Person or the date the acquired Person becomes a Subsidiary.

     "Act," when used with respect to any Holder, has the meaning specified in
Section 15.3.
------------

     "Additional Series C Securities" means any Exchange Securities issued in
exchange for the 1997 Securities.

     "Adjusted Net Assets" of a Subsidiary Guarantor at any date means the
amount by which the fair value of the Properties of such Subsidiary Guarantor
exceeds the total amount of liabilities, 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, of such Subsidiary Guarantor at such date.

     "Affiliate" of any specified Person means (i) any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person or (ii) any other Person who is a director or
executive officer of (a) such specified Person or (b) any Person described in
the preceding clause (i). For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, will mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that
beneficial ownership of 10% or more of the Voting Stock of a Person will be
deemed to be control.

                                       2
<PAGE>

     "Agent" means any Security Registrar, Paying Agent, co-registrar,
authenticating agent or securities custodian.

     "Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

     "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, without limitation, 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 (i) any Capital Stock
of any Restricted Subsidiary held by the Company or any Restricted Subsidiary,
(ii) all or substantially all of the Properties of the Company or any of its
Restricted Subsidiaries or (iii) any other Properties of the Company or any of
its Restricted Subsidiaries (including Production Payments) other than (a) a
disposition of hydrocarbons or other mineral products (other than Production
Payments), inventory, accounts receivable, cash, Cash Equivalents or other
property in the ordinary course of business, (b) any lease, abandonment,
disposition, relinquishment or farm-out of any oil and gas Property in the
ordinary course of business, (c) the liquidation of Property received in
settlement of debts owing to the Company or any Restricted Subsidiary as a
result of foreclosure, perfection or enforcement of any Lien or debt, which
debts were owing to the Company or any Restricted Subsidiary in the ordinary
course of business of the Company or such Restricted Subsidiary, (d) any
transfer of Properties that are governed by, and made in accordance with, the
provisions of Article 8 hereof, (e) any transfer of Properties to an
              ---------
Unrestricted Subsidiary or other Person, if permitted under Section 10.10
                                                            -------------
hereof, (f) any Production Payment created, incurred, issued, assumed or
guaranteed in connection with the financing of, and within 60 days after, the
acquisition of the Property that is subject thereto, where the holder of such
interest has recourse solely to such production or proceeds of production,
subject to the obligation of the grantor or transferor to operate and maintain,
or cause the subject interest to be operated and maintained, in a reasonably
prudent manner or other customary standard or subject to the obligation of the
grantor or transferor to indemnify for environmental, title or other matters
customary in the Oil and Gas Business, or (g) any transfer, in one or a series
of related transactions, of Properties having a Fair Market Value of less than
$2,000,000.

     "Average Life" means, with respect to any Indebtedness, as at any date of
determination, the quotient obtained by dividing (i) the sum of the products of
(a) 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 (b) the amount of each such
principal payment by (ii) the sum of all such principal payments.

     "Board of Directors" means, with respect to the Company, either the board
of directors of the Company or any duly authorized committee of such board of
directors and, with respect to any Subsidiary, either the board of directors of
such Subsidiary or any duly authorized committee of that board.

                                       3
<PAGE>

     "Board Resolution" means 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 Subsidiary,
a copy of a resolution certified by the Secretary or an Assistant Secretary of
such 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.

     "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

     "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 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 will be the
capitalized amount thereof at such date, determined in accordance with GAAP.

     "Cash Equivalents" means: (i) any evidence of Indebtedness with a maturity
of 180 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); (ii) demand and time deposits and certificates of deposit or
acceptances with a maturity of 180 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 $500,000,000; (iii) commercial
paper with a maturity of 180 days or less issued by a corporation that is not an
Affiliate of the Company and is organized under the laws of any state of the
United States or the District of Columbia and rated at least A-1 by S&P or at
least P-1 by Moody's; (iv) repurchase obligations with a term of not more than
seven days for underlying securities of the types described in clause (i) above
entered into with any commercial bank meeting the specifications of clause (ii)
above; (v) overnight bank deposits and bankers' acceptances at any commercial
bank meeting the qualifications specified in clause (ii) above; (vi) deposits
available for withdrawal on demand with any commercial bank not meeting the
qualifications specified in clause (ii) above but which is organized under the
laws of any country in which the Company or any Restricted Subsidiary maintains
an office or is engaged in the Oil and Gas Business, provided that (A) all such
deposits are required to be made in such accounts in the ordinary course of
business, (B) such deposits do not at any one time exceed $5,000,000 in the
aggregate and (C) no funds so deposited remain on deposit in such bank for more
than 30 days; (vii) deposits available for withdrawal on demand with any
commercial bank not meeting the qualifications specified in clause (ii) above
but which is a lending bank under any of the Company's or any Restricted
Subsidiary's credit facilities, provided all such deposits do not

                                       4
<PAGE>

exceed $5,000,000 in the aggregate at any one time; and (viii) investments in
money market funds substantially all of whose assets comprise securities of the
types described in clauses (i) through (v).

     "Change of Control" means the occurrence of any of the following events:
(i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d)
of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule
l3d-3 under the Exchange Act), directly or indirectly, of more than 50% of the
total voting power of the outstanding Voting Stock of the Company; (ii) the
Company is merged with or into or consolidated with another Person and,
immediately after giving effect to the merger or consolidation, (a) less than
50% of the total voting power of the outstanding Voting Stock of the surviving
or resulting Person is then "beneficially owned" (within the meaning of Rule
13d-3 under the Exchange Act) in the aggregate by the stockholders of the
Company immediately prior to such merger or consolidation, and (b) any "person"
or "group" (as defined in Section 13(d)(3) or 14(d)(2) of the Exchange Act) has
become the direct or indirect "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act) of more than 50% of the total voting power of the Voting Stock
of the surviving or resulting Person; (iii) the Company, either individually or
in conjunction with one or more Restricted Subsidiaries, sells, assigns,
conveys, transfers, leases, or otherwise disposes of, or one or more Restricted
Subsidiaries sells, assigns, conveys, transfers, leases or otherwise disposes
of, all or substantially all of the Properties of the Company and the Restricted
Subsidiaries, taken as a whole (either in one transaction or a series of related
transactions), including Capital Stock of the Restricted Subsidiaries, to any
Person (other than the Company or a Wholly Owned Restricted Subsidiary); (iv)
during any consecutive two-year period, individuals who at the beginning of such
period constituted the Board of Directors of the Company (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the stockholders of the Company was approved by a vote of a majority
of the directors then still in office who were either directors at the beginning
of such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of
Directors of the Company then in office; or (v) the liquidation or dissolution
of the Company.

     "Clearstream" means Clearstream Banking, S.A.

     "Code" will mean the Internal Revenue Code of 1986, as amended, as now or
hereafter in effect, together with all regulations 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.

                                       5
<PAGE>

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

     "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 (i) the sum of Consolidated Net Income, Consolidated Interest Expense, of
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 (a) the amount of deferred revenues that
are amortized during such period and are attributable to reserves that are
subject to Volumetric Production Payments and (b) amounts recorded in accordance
with GAAP as repayments of principal and interest pursuant to Dollar-Denominated
Production Payments, to (ii) the sum of such Consolidated Interest Expense for
such period; provided, however, that: (a) the Consolidated Fixed Charge Coverage
Ratio will be calculated on the assumption that (1) the Indebtedness to be
incurred (and all other Indebtedness incurred after the first day of such period
of four full fiscal quarters referred to in Section 10.12(a) hereof through and
                                            ----------------
including the date of determination) and (if applicable) the application of the
net proceeds therefrom (and from any other such Indebtedness), including to
refinance other Indebtedness, had been incurred on the first day of such four-
quarter period and, in the case of Acquired Indebtedness, on the assumption that
the related transaction (whether by means of purchase, merger or otherwise) also
had occurred on such date with the appropriate adjustments with respect to such
acquisition being included in such pro forma calculation and (2) any acquisition
or disposition by the Company or any Restricted Subsidiary of any Properties
outside the ordinary course of business, or any repayment of any principal
amount of any Indebtedness of the Company or any Restricted Subsidiary prior to
the Stated Maturity thereof, in either case since the first day of such period
of four full fiscal quarters through and including the date of determination,
had been consummated on such first day of such four-quarter period; (b) 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 Section 10.12(a) hereof and (1) bearing a floating interest rate
                ----------------
will be computed as if the rate in effect on the date of computation had been
the applicable rate for the entire period and (2) which was not outstanding
during the period for which the computation is being made but which bears, at
the option of the Company, a fixed or floating rate of interest, will be
computed by applying, at the option of the Company, either the fixed or floating
rate; (c) 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 Section 10.12(a)
                                                                ----------------
hereof will be computed based upon the average daily balance of such
Indebtedness during the applicable period, provided that such average daily
balance will 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; (d) notwithstanding clauses (b) and (c) 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,

                                       6
<PAGE>

will be deemed to have accrued at the rate per annum resulting after giving
effect to the operation of such agreements; (e) in making such calculation,
Consolidated Interest Expense will exclude interest attributable to Dollar-
Denominated Production Payments; and (f) if after the first day of the period
referred to in clause (i) of this definition the Company has retired any
Indebtedness out of the net cash proceeds of the issue and sale of shares of
Qualified Capital Stock of the Company within 30 days of such issuance and sale,
Consolidated Interest Expense will be calculated on a pro forma basis as if such
Indebtedness had been retired on the first day of such period.

     "Consolidated Income Tax Expense" means, for any period, the provision for
federal, state, local and foreign income taxes (including state franchise taxes
accounted for as income taxes in accordance with GAAP) 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,
(i) 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, (1) any amortization of debt discount,
(2) the net cost under Interest Rate Protection Obligations (including any
amortization of discounts), (3) the interest portion of any deferred payment
obligation constituting indebtedness, (4) all commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers' acceptance
financing and (5) 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 (to the extent not
accrued in a prior period) 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 (to the extent not accrued in a prior
period), 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 (to the
extent not accrued in a prior period) or accrued on Redeemable Capital Stock of
the Company and its Restricted Subsidiaries, to the extent such Redeemable
Capital Stock is owned by Persons other than the Company or its Restricted
Subsidiaries and to the extent such dividends are not paid in Common Stock; less
(ii) to the extent included in clause (i) above, amortization of capitalized
debt issuance costs of the Company and its Restricted Subsidiaries during such
period.

     "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 (i) net after-tax
extraordinary gains or losses (less all fees and expenses relating thereto),
(ii) net after-tax gains or losses (less all fees and expenses relating thereto)
attributable to Asset Sales, (iii) 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 dividends or other distributions or interest on
indebtedness actually paid to the Company or any of its Restricted Subsidiaries
in cash by such other Person during such period (regardless of whether such cash
dividends, distributions or interest on indebtedness is attributable to net
income (or net loss) of such Person during such period or during any prior
period), (iv) net income (or net loss) of any

                                       7
<PAGE>

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 and (v) 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.

     "Consolidated Net Worth" means, at any date, the consolidated stockholders'
equity of the Company and its Restricted Subsidiaries 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 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 will be
administered, which office at the date of execution of this Indenture is located
at 101 Barclay Street, 21 W, New York, New York 10286.

     "Credit Facility" means that certain Credit Agreement, dated as of May 16,
2001 among the Company, certain Subsidiaries of the Company, the Credit Facility
Agent, and certain lenders named therein, as the same may be amended, modified,
supplemented, extended, restated, replaced, renewed or refinanced from time to
time.

     "Credit Facility Agent" means the "Agent" or "Agents" under the Credit
Facility, initially The Chase Manhattan Bank and BNP Paribas, and thereafter any
Person succeeding to substantially such function and notified to the Company as
the Credit Facility Agent by the Person then acting in such capacity.

     "Default" means any event that is or with the passage of time or the giving
of notice or both would be an Event of Default.

     "Defaulted Interest" has the meaning specified in Section 3.11 hereof.
                                                       ------------

     "Definitive Security" means a certificated Security registered in the name
of the Holder thereof and issued in accordance with Section 3.5 hereof, in the
                                                    -----------
form of Exhibit A-1 hereto except that such Security shall not bear the Global
        -----------
Note Legend and shall not have the "Schedule of Exchanges of Interests in the
Global Note" attached thereto.

     "Depositary" means The Depository Trust Company, its nominees and their
respective successors.

                                       8
<PAGE>

     "Disinterested Director" means, with respect to any transaction or series
of transactions in respect of which the Board of Directors of the Company is
required to deliver a Board Resolution hereunder, a member of the Board of
Directors of the Company who does not have any material direct or indirect
financial interest (other than in 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.

     "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.

     "Event of Default" has the meaning specified in Section 5.1 hereof.
                                                     -----------

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

     "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

     "Exchange Offer Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

     "Exhange Securities" means the Company's 10 7/8% Senior Subordinated Notes
due 2007 Series C issued by the Company in exchange for the Initial Securities
pursuant to the Exchange Offer and shall also include any Additional Series C
Securities.

     "Fair Market Value" means the fair market value of a Property (including
shares of Capital Stock) as determined by the Board of Directors of the Company
and evidenced by a Board Resolution in good faith, which determination will be
conclusive for purposes of this Indenture; provided, however, that unless
otherwise specified herein, the Board of Directors will be under no obligation
to obtain any valuation or assessment from any investment banker, appraiser or
other third party.

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

     "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 of 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 were
effective on the date of the 1997 Indenture.

     "Global Note Legend" means the legend set forth in Section 3.5(g)(ii),
                                                        ------------------
which is required to be placed on all Global Notes issued under this Indenture.

                                       9
<PAGE>

     "Global Notes" means, individually and collectively, each of the Restricted
Global Notes and the Unrestricted Global Notes, in the form of Exhibit A hereto
                                                               ---------
issued in accordance with Section 3.1, 3.5(b)(iv), 3.5(d)(ii), or 3.5(f) hereof.
                          ----------------------------------------------

     "Guarantee" means, as applied to any obligation, (i) a guarantee (other
than by endorsement of negotiable instruments or documents for collection in the
ordinary course of business), direct or indirect, in any manner, of any part or
all of such obligation and (ii) an agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn down by letters of credit; provided, however, that a
Guarantee by any Person will not include a contractual commitment by one Person
to invest in another Person provided that such Investment is otherwise permitted
by this Indenture. When used as a verb, "guarantee" will have a corresponding
meaning.

     "Guarantor Senior Indebtedness" means the principal of (and premium, if
any, on) and interest on (including interest accruing after the filing of a
petition initiating any proceeding pursuant to any bankruptcy law) and other
amounts due on or in connection with (including any fees, premiums, expenses,
including costs of collection, and indemnities) any Indebtedness of a Subsidiary
Guarantor, 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 will be
pari passu with or subordinated in right of payment to its Subsidiary Guarantee.
Notwithstanding the foregoing, Guarantor Senior Indebtedness of a Subsidiary
Guarantor will not include: (i) Indebtedness of such Subsidiary Guarantor
evidenced by its Subsidiary Guarantee; (ii) Indebtedness of such Subsidiary
Guarantor that is expressly pari passu with its Subsidiary Guarantee or is
expressly subordinated in right of payment to any other Indebtedness of such
Subsidiary Guarantor or its Subsidiary Guarantee; (iii) Indebtedness of such
Subsidiary Guarantor to the extent incurred in violation of Section 10.12
                                                            -------------
hereof; (iv) Indebtedness of such Subsidiary Guarantor to the Company or any of
the Company's other Subsidiaries or to any Affiliate of the Company or any
Subsidiary of such Affiliate; or (v) any Indebtedness which when incurred and
without regard to any election under Section 1111(b) of the Federal Bankruptcy
Code is without recourse to such Subsidiary Guarantor.

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

     "Indebtedness" means, with respect to any Person, without duplication: (i)
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), and
all liabilities of such Person incurred in connection with any letters of
credit, bankers' acceptances or other similar credit transactions or 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 outstanding on the date of this Indenture or thereafter, 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; (ii) 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

                                      10
<PAGE>

prepared in accordance with GAAP; (iii) 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; (iv) all Capitalized Lease
Obligations of such Person; (v) 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 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 the amount of the obligation so secured); (vi) all guarantees
by such Person of Indebtedness referred to in this definition (including, with
respect to any Production Payment, any warranties or guaranties 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); (vii) all Redeemable Capital Stock of such Person valued at the
greater of its voluntary or involuntary maximum fixed repurchase price plus
accrued dividends; and (viii) all obligations of such Person under or in respect
of currency exchange contracts, oil and natural gas price hedging arrangements
and Interest Rate Protection Obligations. For purposes hereof, the "maximum
fixed repurchase price" of any Redeemable Capital Stock which does not have a
fixed repurchase price will 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 will 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 will 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" will be the book value of such
Redeemable Capital Stock. Subject to clause (vi) of the first sentence of this
definition, neither Dollar-Denominated Production Payments nor Volumetric
Production Payments will 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.

     "Indirect Participant" means a Person who holds a beneficial interest in a
Global Note through a Participant.

     "Initial Securities" means the 10?% Senior Subordinated Notes due 2007
Series B authenticated and delivered under this Indenture.

     "Insolvency" or "Liquidation Proceeding" mean, with respect to any Person,
(i) an insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or similar case or proceeding in connection
therewith, relative to such Person or its creditors, as such, or its assets or
(ii) any liquidation, dissolution or other winding-up proceeding of such Person,
whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy

                                      11
<PAGE>

or (iii) 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 will include, 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 to others or
any payment for Property 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: (i) the Fair Market Value
of the net assets of any Restricted Subsidiary at the time that such Restricted
Subsidiary is designated an Unrestricted Subsidiary will be deemed to be an
"Investment" made by the Company in such Unrestricted Subsidiary at such time;
and (ii) the fair market value of Capital Stock retained by the Company or a
Restricted Subsidiary in connection with the sale or issuance of Capital Stock
of a Restricted Subsidiary in accordance with Section 10.14 hereof that, as a
                                              -------------
result of such transaction, is no longer a Restricted Subsidiary will be deemed
to be an "Investment" made at the time of such transaction. "Investments" will
exclude: (a) extensions of trade credit under a joint operating agreement or
otherwise in the ordinary course of business, workers' compensation, utility,
lease and similar deposits and prepaid expenses in the ordinary course of
business; (b) Interest Rate Protection Obligations entered into in the ordinary
course of business or as required by any Permitted Indebtedness or any other
Indebtedness incurred in compliance with Section 10.12 hereof, but only to the
                                         -------------
extent that the stated aggregate notional amounts of such Interest Rate
Protection Obligations do not exceed 105% of the aggregate 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 10.17 hereof; and (d) endorsements of negotiable
                -------------
instruments and documents in the ordinary course of business.

     "Letter of Transmittal" means the letter of transmittal to be prepared by
the Company and sent to all Holders of the Initial Securities and, at the
Company's option, to all holders of the 1997 Securities , for use by such
holders in connection with the Exchange Offer.

     "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

                                      12
<PAGE>

title retention agreement having substantially the same economic effect as any
of the foregoing) upon or with respect to any Property of any kind. A Person
will 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.

     "Liquidated Damages" means all liquidated damages then owing pursuant to
Section 3 of the Registration Rights Agreement.

     "Master Services Agreement" means the Master Services Agreement, effective
as of October 1, 1999, between the Company and Torch and any other agreement
with Torch or its subsidiaries regarding outsourcing of services.

     "Material Subsidiary" means, at any particular time, any Restricted
Subsidiary that, together with its Subsidiaries, (a) accounted for more than 5%
of the consolidated revenues of the Company and its Restricted Subsidiaries for
the most recently completed fiscal year of the Company, or (b) was the owner of
more than 5% 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 (a) and
(b) 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 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 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: (i)
brokerage commissions and other fees and expenses (including fees and expenses
of legal counsel and investment banks) related to such Asset Sale; (ii)
provisions for all taxes payable as a result of such Asset Sale; (iii) amounts
required to be paid to any Person (other than the Company or any Restricted
Subsidiary) owning a beneficial interest in the Property subject to the Asset
Sale; and (iv) 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 will constitute Net Cash
Proceeds.

                                      13
<PAGE>

     "Non-Payment Event of Default" means any event (other than a Payment Event
of Default), the occurrence of which (with or without notice or the passage of
time) entitles one or more Persons to accelerate the maturity of any Specified
Senior Indebtedness.

     "Non-Recourse Indebtedness" means Indebtedness of the Company or any
Restricted Subsidiary incurred in connection with the acquisition by the Company
or such Restricted Subsidiary of any property with respect to which: (i) the
holders of such Indebtedness agree that they will look solely to the property so
acquired and securing such indebtedness, and neither the Company nor any
Restricted Subsidiary (a) provides direct or indirect credit support, including
any undertaking, agreement or instrument that would constitute Indebtedness
(other than the grant of a Lien on such acquired property) or (b) is directly or
indirectly liable for such indebtedness; and (ii) no default with respect to
such Indebtedness would cause, or permit (after notice or passage of time or
otherwise), according to the terms thereof, any holder (or any representative of
any such holder) of any other Indebtedness of the Company or a Restricted
Subsidiary to declare a default on such other Indebtedness or cause the payment,
repurchase, redemption, defeasance or other acquisition or retirement for value
thereof to be accelerated or payable prior to any scheduled principal payment,
scheduled sinking fund payment or maturity.

     "Officer" means, with respect to any Person, the Chairman of the Board, the
President, any Vice President, the Chief Financial Officer or the Treasurer of
such Person.

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

     "Oil and Gas Business" means: (i) the acquisition, exploration,
development, operation and disposition of interests in oil, gas and other
hydrocarbon Properties; (ii) the gathering, marketing, treating, processing,
storage, selling and transporting of any production from such interests or
Properties; (iii) any business relating to or arising from exploration for or
development, production, treatment, processing, storage, transportation or
marketing of oil, gas, hydrocarbons and other minerals and products produced in
association therewith; and (iv) any activity necessary, appropriate or
incidental to the activities described in the foregoing clauses (i) through
(iii) of this definition.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company (or any Subsidiary Guarantor), including an employee of the
Company (or any Subsidiary Guarantor), and who will be 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 will act as its own Paying Agent) for the
Holders of such Securities, provided that, if such

                                      14
<PAGE>

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 12.2 and 12.3
                                                      ----------------------
hereof, with respect to which the Company has effected legal defeasance or
covenant defeasance as provided in Article 12 hereof; and
                                   ----------

     (d) Securities which have been paid pursuant to Article 3 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 will 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 will be disregarded and deemed not to be Outstanding, except that,
in determining whether the Trustee will 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 will 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 any Indebtedness of the Company that is
pari passu in right of payment to the Securities.

     "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to The Depository Trust Company,
shall include Euroclear and Clearstream).

     "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), interest or Liquidated Damages, if any, on any Securities on behalf of the
Company.

     "Payment Event of Default" means any default in the payment or required
prepayment of principal of (or premium, if any, on) or interest on any Specified
Senior Indebtedness when due (whether at final maturity, upon scheduled
installment, upon acceleration or otherwise).

     "Permitted Guarantor Junior Securities" means with respect to any
Subsidiary Guarantor, equity securities or subordinated debt securities of such
Subsidiary Guarantor or any successor obligor with respect to its Guarantor
Senior Indebtedness provided for by a plan of reorganization or readjustment
that, in the case of any such subordinated debt securities, are subordinated in
right of payment to all Guarantor Senior Indebtedness of such Subsidiary

                                      15
<PAGE>

Guarantor or successor obligor that may at the time be outstanding to
substantially the same extent as, or to a greater extent than, the Subsidiary
Guarantee of such Subsidiary Guarantor is so subordinated as provided in this
Indenture.

     "Permitted Indebtedness" means any of the following:

     (a) Indebtedness under the Credit Facility in an aggregate principal amount
at any one time outstanding not to exceed $90,000,000 (less any amounts applied
to repay or prepay permanently any such Indebtedness in accordance with Section
                                                                        -------
10.17 hereof), and any guarantee of any such Indebtedness (including by any
-----
Subsidiary) and any fees, premiums, expenses (including costs of collection),
indemnities and other amounts payable in connection with such Indebtedness;

     (b) Indebtedness under the Securities and the Subsidiary Guarantees;

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

     (d) obligations of the Company or a Restricted Subsidiary pursuant to
Interest Rate Protection Obligations, but only to the extent that the stated
aggregate notional amounts of such obligations do 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 arrangements that the
Company or a Restricted Subsidiary enters into in the ordinary course of
business for the purpose of protecting its production against fluctuations in
oil or natural gas prices;

     (e) Indebtedness of the Company to a Wholly Owned Restricted Subsidiary and
Indebtedness of a Restricted Subsidiary to the Company or a Wholly Owned
Restricted Subsidiary; provided, however, that upon any subsequent issuance or
transfer of any Capital Stock or any other event which results in any such
Wholly Owned Restricted Subsidiary ceasing to be a Wholly Owned Restricted
Subsidiary or any other subsequent transfer of any such Indebtedness (except to
the Company or a Wholly Owned Restricted Subsidiary), such Indebtedness will be
deemed, in each case, to be incurred and will be treated as an incurrence for
purposes of Section 10.12 at the time the Wholly Owned Restricted Subsidiary in
            -------------
question ceased to be a Wholly Owned Restricted Subsidiary;

     (f) in-kind obligations relating to net 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 for
the account of the Company or any Restricted Subsidiary in the ordinary course
of business, including guaranties and letters of credit supporting such bid,
performance or surety obligations (in each case other than for an obligation for
money borrowed);

     (h) any guarantee of Senior Indebtedness or Guarantor Senior Indebtedness,
incurred in compliance with Section 10.12 hereof, by a Restricted Subsidiary or
                            -------------
the Company;

                                      16
<PAGE>

     (i) any renewals, substitutions, financings or replacements (each, for
purposes of this clause, a "refinancing") by the Company or a Restricted
Subsidiary of any Indebtedness incurred pursuant to clause (b) or (c) of this
definition, including any successive refinancings by the Company or such
Restricted Subsidiary, so long as (1) any such new Indebtedness will 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 or such Restricted Subsidiary as
necessary to accomplish such refinancing, plus the amount of expenses of the
Company or such Restricted Subsidiary incurred in connection with such
refinancing, and (2) in the case of any refinancing of Indebtedness of the
Company that is not Senior Indebtedness, such new Indebtedness is either pari
passu with the Securities or subordinated to the Securities at least to the same
extent as the Indebtedness being refinanced and (3) 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

     (j) any additional Indebtedness in an aggregate principal amount not in
excess of $15,000,000 at any one time outstanding.

     (k) The 1997 Securities and Guarantees with respect thereto.

     "Permitted Investments" means any of the following: (i) Investments in Cash
Equivalents; (ii) Investments in the Company or any of its Restricted
Subsidiaries; (iii) Investments by the Company or any of its Restricted
Subsidiaries in another Person, if as a result of such Investment (a) such other
Person becomes a Restricted Subsidiary or (b) such other Person is merged or
consolidated with or into, or transfers or conveys all or substantially all of
its Properties to the Company or a Restricted Subsidiary; (iv) Investments and
expenditures made in the ordinary course of, and of a nature that is or will
have become customary in, the Oil and Gas Business as a means of actively
exploiting, exploring for, acquiring, developing, processing, gathering,
marketing or transporting oil and gas through agreements, transactions,
interests or arrangements which permit a Person to share risks or costs, comply
with regulatory requirements regarding local ownership or satisfy other
objectives customarily achieved through the conduct of the Oil and Gas Business
jointly with third parties, including, without limitation, (a) ownership
interests in oil and gas properties or gathering systems and (b) Investments and
expenditures in the form of or pursuant to operating agreements, processing
agreements, farm-in agreements, farm-out agreements, development agreements,
area of mutual interest agreements, unitization agreements, pooling
arrangements, joint bidding agreements, service contracts, joint venture
agreements, partnership agreements (whether general or limited), limited
liability company agreements, subscription agreements, stock purchase agreements
and other similar agreements with third parties (including Unrestricted
Subsidiaries); (v) entry into any hedging arrangements in the ordinary course of
business for the purpose of protecting the Company's or any Restricted
Subsidiary's production against fluctuations in oil or natural gas prices; (vi)
entry into any currency exchange contract in the ordinary course of business;
and (vii) Investments in stock, obligations or securities received in settlement
of debts owing to the Company or a Restricted Subsidiary as a result of
bankruptcy or insolvency proceedings or upon the

                                      17
<PAGE>

foreclosure, perfection or enforcement of any Lien in favor of the Company or a
Restricted Subsidiary, in each case as to debt owing to the Company or a
Restricted Subsidiary that arose in the ordinary course of business of the
Company or any such Restricted Subsidiary.

     "Permitted Junior Securities" means any equity securities or subordinated
debt securities of the Company or any successor obligor with respect to the
Senior Indebtedness provided for by a plan of reorganization or readjustment
that, in the case of any such subordinated debt securities, are subordinated in
right of payment to all Senior Indebtedness that may at the time be outstanding
to substantially the same degree as, or to a greater extent than, the Securities
are so subordinated as provided in this Indenture.

     "Permitted Liens" means any and all of the following:

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

     (b) Liens securing the Securities, the Subsidiary Guaranties and other
obligations arising under the Indenture;

     (c) any lien existing on any property of a Person at the time such Person
is merged or consolidated with or into the Company or a Subsidiary Guarantor or
becomes a Restricted Subsidiary that is a Subsidiary Guarantor (and not incurred
in anticipation of such transaction), provided that such Liens are not extended
to other Property of the Company or the Subsidiary Guarantors;

     (d) any Lien existing on any Property at the time of the acquisition
thereof (and not incurred in anticipation of such transaction), provided that
such Liens are not extended to other Property of the Company or the Subsidiary
Guarantors;

     (e) Liens to secure any permitted extension, renewal, refinancing,
refunding or exchange (or successive extensions, renewals, refinancings,
refundings or exchanges), in whole or in part, of or for any indebtedness
secured by Liens referred to in clauses (a), (b), (c) and (d) above; provided,
however, that (1) such new Lien will be limited to all or part of the same
Property that secured the original Lien, plus improvements on such property and
(2) the Indebtedness secured by such Lien at such time is not increased to any
amount greater than the sum of (x) the outstanding principal amount of the
indebtedness secured by such original Lien immediately prior to such extension,
renewal, refinancing, refunding or exchange and (y) an amount necessary to pay
any fees and expenses, including premiums, related to such refinancing,
refunding, extension, renewal or replacement; and

     (f) Liens in favor of the Company.

     "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, for the purposes of this definition, any Security
authenticated and delivered under Section 3.3
                                  -----------

                                      18
<PAGE>

hereof in exchange for a mutilated Security or in lieu of a lost, destroyed or
stolen Security will 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.

     "Private Placement Legend" means the legend set forth in Section 3.5(g)(i)
                                                              -----------------
To be placed on all Securities issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

     "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.

     "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

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

     "Record Date" means a Regular Record Date or a Special Record Date.

     "Redeemable Capital Stock" means any 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 the final Stated Maturity of the
Securities or is redeemable at the option of the holder thereof at any time
prior to such final Stated Maturity, or is convertible into or exchangeable for
debt securities at any time prior to 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.

     "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.

     "Registration Rights Agreement" means the Exchange and Registration Rights
Agreement, dated as of May 29, 2001, by and among the Company, the Subsidiary
Guarantors and the other parties named on the signature pages thereof, as such
agreement may be amended, modified or supplemented from time to time.

     "Regular Record Date" for the interest payable on any Interest Payment Date
means the March 15 or September 15 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date.

                                      19
<PAGE>

     "Regulation S" means Regulation S promulgated under the Securities Act.

     "Regulation S Global Note" means a Regulation S Temporary Global Note or
Regulation S Permanent Global Note, as appropriate.

     "Regulation S Permanent Global Note" means a permanent global Security in
the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private
            -----------
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

     "Regulation S Temporary Global Note" means a temporary global Security in
the form of Exhibit A-2 hereto bearing the Private Placement Legend and
            -----------
deposited with or on behalf of and registered in the name of the Depositary or
its nominee, issued in a denomination equal to the outstanding principal amount
of the Securities initially sold in reliance on Rule 903 of Regulation S.

     "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 to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject including any vice president, assistant vice president,
assistant secretary, assistant treasurer, trust officer or any other officer of
the Trustee who customarily performs functions similar to those performed by the
Persons who at the time shall be such officers, respectively.

     "Restricted Definitive Security" means a Definitive Security bearing the
Private Placement Legend.

     "Restricted Global Note" means a Global Note bearing the Private Placement
Legend.

     "Restricted Period" means the 40-day restricted period as defined in
Regulation S.

     "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.

     "Rule 144" means Rule 144 promulgated under the Securities Act.

     "Rule 144A" means Rule 144A promulgated under the Securities Act.

     "Rule 903" means Rule 903 promulgated under the Securities Act.

     "Rule 904" means Rule 904 promulgated under the Securities Act.

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

                                      20
<PAGE>

     "Securities" means the Initial Securities and the Exchange Securities
(including any Additional Series C Securities) treated as a single class of
securities, as amended or supplemented from time to time in accordance with the
terms hereof, that are issued pursuant to this Indenture.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Security Register" means the register maintained by or for the Company in
which the Company will provide for the registration of the Securities and of
transfer of the Securities.

     "Senior Indebtedness" means the principal of (and premium, if any, on) and
interest on (including interest accruing after the filing of a petition
initiating any proceeding pursuant to any bankruptcy law, whether or not payable
or allowable in such proceeding) and other amounts due on or in connection with
(including any fees, premiums, expenses, including costs of collection, and
indemnities) any Indebtedness of the Company, 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 will be pari passu with or subordinated in right of payment to the
Securities. Notwithstanding the foregoing, "Senior Indebtedness" will not
include: (i) Indebtedness evidenced by the Securities or the 1997 Securities;
(ii) Indebtedness of the Company that is Pari Passu Indebtedness or is expressly
subordinated in right of payment to any other Indebtedness of the Company; (iii)
Indebtedness that is represented by Redeemable Capital Stock; (iv) Indebtedness
of the Company to the extent incurred in violation of Section 10.12(a) hereof;
                                                      ----------------
(v) Indebtedness of the Company to any Subsidiary of the Company or any other
Affiliate of the Company or any subsidiary of such Affiliate; and (vi)
Indebtedness which when incurred and without regard to any election under
Section 1111(b) of the Federal Bankruptcy Code is without recourse to the
Company.

     "Shelf Registration Statement" means the Shelf Registration Statement as
defined in the Registration Rights Agreement.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Article 3 hereof.
                                      ---------

     "Specified Guarantor Senior Indebtedness" means, with respect to a
Subsidiary Guarantor, (a) for so long as any Senior Indebtedness is outstanding
under the Credit Facility, all Guarantor Senior Indebtedness of such Subsidiary
Guarantor in respect of the Credit Facility and any renewals, amendments,
extensions, supplements, modifications, deferrals, refinancings or replacements
(each, for purposes of this definition, a "refinancing") thereof by such
Subsidiary Guarantor, including any successive refinancings thereof by such
Subsidiary Guarantor, and (b) any other Guarantor Senior Indebtedness and any
refinancings thereof having a principal amount of at least $10,000,000 as of the
date of determination and provided that the agreements, indentures or other
instruments evidencing such Guarantor Senior Indebtedness or pursuant to which
such Guarantor Senior Indebtedness was issued specifically designates such
Guarantor Senior Indebtedness as "Specified Guarantor Senior Indebtedness" for
purposes of this Indenture.  For purposes of this definition, a refinancing of
any Specified Guarantor Senior Indebtedness will be treated as Specified
Guarantor Senior Indebtedness only if the Indebtedness

                                      21
<PAGE>

issued in such refinancing ranks or would rank pari passu with the Specified
Guarantor Senior Indebtedness refund and only if the Indebtedness issued in such
refinancing is permitted under Section 10.12(a) hereof.
                               ----------------

     "Specified Senior Indebtedness" means (i) for so long as any Senior
Indebtedness is outstanding under the Credit Facility, all Senior Indebtedness
of the Company in respect of the Credit Facility and any renewals, amendments,
extensions, supplements, modifications, deferrals, refinancings, or replacements
(each, for purposes of this definition, a "refinancing") thereof by the Company,
including any successive refinancings thereof by the Company and (ii) any other
Senior Indebtedness and any refinancings thereof by the Company having a
principal amount of at least $10,000,000 as of the date of determination and
provided that the agreements, indentures or other instruments evidencing such
Senior Indebtedness or pursuant to which such Senior Indebtedness was issued
specifically designate such Senior Indebtedness as "Specified Senior
Indebtedness" for purposes of this Indenture. For purposes of this definition, a
refinancing of any Specified Senior Indebtedness will be treated as a Specified
Senior Indebtedness only if the Indebtedness issued in such refinancing ranks or
would rank pari passu with the Specified Senior Indebtedness refinanced and only
if Indebtedness issued in such refinancing is permitted by Section 10.12(a)
                                                           ----------------
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 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 Indebtedness of the Company which is
expressly subordinated in right of payment to the Securities.

     "Subsidiary" means, with respect to any Person, (i) a corporation 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 or (ii) any other Person (other than a
corporation) including, without limitation, a joint venture, in which such
Person, one or more Subsidiaries thereof or such Person and one or more
Subsidiaries thereof, directly or indirectly, at the date of determination
thereof, have at least majority ownership interest entitled to vote in the
election of directors, managers or trustees thereof (or other Persons performing
similar functions).

     "Subsidiary Guarantee" means any guarantee of the Securities by any
Subsidiary Guarantor, as specified in Section 13.1 hereof.
                                      ------------

     "Subsidiary Guarantor" means (i) Bellwether International Incorporated, a
Delaware corporation, Petrobell, Inc., a Delaware corporation, Pan American
Energy Finance Corp., a Delaware corporation, Bargo Petroleum Corporation, a
Texas corporation, and Black Hawk Oil Company, a Delaware corporation, (ii) each
of the other Restricted Subsidiaries, if any, executing a supplemental indenture
in compliance with the provisions of Section 10.13 hereof,
                                     -------------

                                      22
<PAGE>

and (iii) any Person that becomes a successor guarantor of the Securities in
compliance with the provisions of Section 13.2 hereof.
                                  ------------

     "Torch" means Torch Energy Advisors Incorporated, a Delaware corporation.

     "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 9.5 hereof.
               -----------

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

     "Unrestricted Definitive Security" means one or more Definitive Securities
that do not bear and are not required to bear the Private Placement Legend.

     "Unrestricted Global Note" means a permanent global Security in the form of
Exhibit A-1 attached hereto that bears the Global Note Legend and that has the
-----------
"Schedule of Exchanges of Interests in the Global Note" attached thereto, and
that is deposited with or on behalf of and registered in the name of the
Depositary, representing a series of Securities that do not bear the Private
Placement Legend.

     "Unrestricted Subsidiary" means: (i) any Subsidiary of the Company that at
the time of determination is designated an Unrestricted Subsidiary by the Board
of Directors of the Company as provided below; and (ii) any Subsidiary of an
Unrestricted Subsidiary. The Board of Directors of the Company may designate any
Subsidiary of the Company as an Unrestricted Subsidiary so long as: (a) neither
the Company nor any Restricted Subsidiary is directly or indirectly liable
pursuant to the terms of any Indebtedness of such Subsidiary; (b) 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; (c) 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 10.10 hereof (other than Investments of the type
                    -------------
described in clause (iv) of the definition of Permitted Investments); and (d)
such designation will 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 will have
been in compliance with Section 10.15 hereof); provided, however, that with
                        -------------
respect to clause (a), the Company or a Restricted Subsidiary may be liable for
Indebtedness of an Unrestricted Subsidiary if (x) such liability constituted a
Permitted Investment or a Restricted Payment permitted by Section 10.10 hereof,
                                                          -------------
in each case at the time of incurrence, or (y) 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 of the
Company will be evidenced to the Trustee by filing a Board Resolution with the
Trustee giving effect to such designation.

                                      23
<PAGE>

     The Board of Directors of the Company may designate any Unrestricted
Subsidiary as a Restricted Subsidiary if, immediately after giving effect to
such designation, (i) no Default or Event of Default will have occurred and be
continuing, (ii) the Company could incur $1.00 of additional Indebtedness (other
than Permitted Indebtedness) under Section 10.12(a) hereof and (iii) 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 will have been in compliance with Section
                                                                      -------
10.15 hereof.
-----

     "U.S. Person" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

     "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 elect at least a majority of the board of directors, managers
or trustees of any Person (irrespective of whether or not, at the time, stock of
any other class or classes will 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 (i) all of the Capital Stock or other ownership interests in such
Restricted Subsidiary, other than any directors' qualifying shares mandated by
applicable law, is owned directly or indirectly by the Company or (ii) such
Restricted Subsidiary is organized in a foreign jurisdiction and is required by
the applicable laws and regulations of such foreign jurisdiction to be partially
owned by the government of such foreign jurisdiction or individual or corporate
citizens of such foreign jurisdiction 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.

     1.2   OTHER DEFINITIONS.

     Defined Term                                    In Section
     ------------                                    ----------
     "Agent Members"...............................      3.13
     "Change of Control Notice"....................     10.16(b)
     "Change of Control Offer".....................     10.16(a)
     "Change of Control Payment Date"..............     10.16(a)
     "Change of Control Purchase Price"............     10.16(a)
     "Defaulted Interest...........................      3.11
     "DTC".........................................     3.3.1

                                      24
<PAGE>

     "Excess Proceeds"................................  10.17(b)
     "Funding Guarantor"..............................  13.5
     "Net Proceeds Deficiency"........................  10.17(c)(ii)
     "Net Proceeds Offer".............................  10.17(c)(i)
     "Net Proceeds Payment Date"......................  10.17(c)(iv)
     "Offered Price"..................................  10.17(c)(ii)
     "Pari Passu Indebtedness Amount".................  10.17(c)(i)
     "Pari Passu Offer"...............................  10.17(c)(i)
     "Payment Amount".................................  10.17(c)(i)
     "Payment Blockage Notice"........................   14.3(b)
     "Payment Blockage Period"........................   14.3(b)
     "Purchase Notice"................................  10.17(c)(i)
     "Restricted Payment".............................  10.10(a)(v)
     "Security Registrar".............................  3.3.1
     "Subsidiary Guarantor Non-Payment Default".......   13.9(b)
     "Subsidiary Guarantor Payment Default"...........   13.9(a)
     "Subsidiary Guarantor Payment Notice"............   13.9(b)
     "Surviving Entity"...............................    8.1(a)
     "Trigger Date"...................................  10.17(c)
     "U.S. Government Obligations"....................   12.4(a)

     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:

     "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 rules and
not otherwise defined herein have the meanings assigned to them therein.

     1.4  RULES OF CONSTRUCTION.

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

                                      25
<PAGE>

     (a) The terms defined in this Article 1 have the meanings assigned to them
                                   ---------
in this Article 1, 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) the masculine gender includes the feminine and the neuter;

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

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

     1.5   ONE CLASS OF SECURITIES

     The Initial Securities and the Exchange Securities shall vote and consent
together on all matters as one class and neither the Initial Securities nor the
Exchange Securities shall have the right to vote or consent as a separate class
on any matter.

                                   ARTICLE 2
                                  [RESERVED]


                                   ARTICLE 3
                                THE SECURITIES

     3.1   TITLE AND TERMS; FORM AND DATING

     (a) General.

           The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture for original issue is limited
to $225,000,000, provided that $100,000,000 shall be reserved for issuance and
shall be available for issuance only in connection with the exchange of the 1997
Securities for Exchange Securities.

           The Initial Securities will be known and designated as the "10 7/8%
Senior Subordinated Notes Due 2007 Series B," of the Company. The Exchange
Securities will be known and designated as the "10 7/8% Senior Subordinated
Notes Due 2007 Series C."  "The Stated Maturity of the Securities will be April
1, 2007, and they will bear interest at the rate of 10?% per annum from May 29,
2001, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, payable semiannually on April 1 and October 1 in each
year, commencing October 1, 2001, and at said Stated Maturity, until the
principal thereof is paid or duly provided for.

           The Securities will be redeemable as provided in Article 11 hereof.
                                                            ----------

                                      26
<PAGE>

           The Securities will be subject to defeasance at the option of the
Company as provided in Article 12 hereof.
                       ----------

           The Securities will be guaranteed by the Subsidiary Guarantors as
provided in Article 13 hereof.
            ----------

           The Securities will be subordinated in right of payment to all
existing and future Senior Indebtedness as provided in Article 14 hereof.
                                                       ----------

           The Securities (including the notations thereon relating to the
Subsidiary Guarantees) and the Trustee's certificate of authentication) will be
issued substantially in the form of Exhibit A hereto.  Any portion of the text
                                    ---------
of any Security may be set forth on the reverse thereof.  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 Section 10.16 or 10.17 hereof.
                                             ----------------------

           The terms and provisions contained in the Securities shall
constitute, and are hereby expressly made, a part of this Indenture and the
Company, the Subsidiary Guarantors and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby. However, to the extent any provision of any Security conflicts
with the express provisions of this Indenture, the provisions of this Indenture
shall govern and be controlling.

           The Securities will be printed, lithographed or engraved on steel-
engraved borders or may be produced in any other manner, all as determined by
the officers executing 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.  The Securities may have
notations, legends or endorsements required by law, stock exchange rule or
usage.  Each Security shall be dated the date of its authentication. The
Securities shall be in denominations of $1,000 and integral multiples thereof.

     (b) Global Notes.

           Securities issued in global form shall be substantially in the form
of Exhibits A-1 or A-2 (including the Global Note Legend thereon and the
   -------------------
"Schedule of Exchanges of Interests in the Global Note" attached thereto).
Securities issued in definitive form shall be substantially in the form of
Exhibit A-1 attached hereto (but without the Global Note Legend thereon and
-----------
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Securities as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Securities from time to time endorsed
thereon and that the aggregate principal amount of outstanding Securities
represented thereby may from time to time be reduced or increased (subject to
the limitation set forth in Section 3.1(a)), as appropriate, to reflect
                            --------------
exchanges and redemptions. Any endorsement of a Global Note to reflect the
amount of any increase or decrease in the aggregate principal amount of
outstanding Securities represented thereby shall be made by the Trustee as
custodian for the Depositary in accordance with written instructions given by
the Holder thereof as required by Section 3.5 hereof.
                                  -----------

                                      27
<PAGE>

     (c) Temporary Global Notes.

           Securities offered and sold in reliance on Regulation S shall be
issued initially in the form of the Regulation S Temporary Global Note, which
shall be deposited on behalf of the purchasers of the Securities represented
thereby with the Trustee, at its New York City office, as custodian for the
Depositary, and registered in the name of the Depositary or the nominee of the
Depositary for the accounts of designated agents holding on behalf of Euroclear
or Clearstream, duly executed by the Company and authenticated by the Trustee as
hereinafter provided.  The Restricted Period shall be terminated upon the
receipt by the Trustee of (i) a written certificate from the Depositary,
together with copies of certificates from Euroclear and Clearstream certifying
that they have received certification of non-United States beneficial ownership
of 100% of the aggregate principal amount of the Regulation S Temporary Global
Note (except to the extent of any beneficial owners thereof who acquired an
interest therein during the Restricted Period pursuant to another exemption from
registration under the Securities Act and who will take delivery of a beneficial
ownership interest in a 144A Global Note bearing a Private Placement Legend, all
as contemplated by Section 3.5(a)(ii) hereof), and (ii) an Officers' Certificate
                   -------------------
from the Company.  Following the termination of the Restricted Period,
beneficial interests in the Regulation S Temporary Global Note shall be
exchanged for beneficial interests in Regulation S Permanent Global Notes
pursuant to the Applicable Procedures.  Simultaneously with the authentication
of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation
S Temporary Global Note.  The aggregate principal amount of the Regulation S
Temporary Global Note and the Regulation S Permanent Global Notes may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the Depositary or its nominee, as the case may be, in connection
with transfers of interest as hereinafter provided.

     (d) Euroclear, Clearstream Procedures Applicable.

           The provisions of the "Operating Procedures of the Euroclear System"
and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and
Conditions of Clearstream Banking" and "Customer Handbook" of Clearstream shall
be applicable to transfers of beneficial interests in the Regulation S Temporary
Global Note and the Regulation S Global Notes that are held by Participants
through Euroclear or Clearstream.

     3.2   DENOMINATIONS

           The Securities will be issuable only in denominations of $1,000 and
any integral multiple thereof.

     3.3   EXECUTION AND AUTHENTICATION

           The Securities will be executed on behalf of the Company by its
Chairman, its President or a Vice President of the Company, under its corporate
seal or facsimile thereof reproduced thereon and attested by its Secretary or an
Assistant Secretary of the Company. The signature of any two 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.

                                      28
<PAGE>

          Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company will 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 after the execution and delivery of this Indenture, the
Company may deliver Securities executed by the Company and having the notations
of Subsidiary Guarantees executed by the Subsidiary Guarantors to the Trustee
for authentication, together with a Company Order signed by two officers of the
Company (the "Authentication Order") for the authentication and delivery of such
Securities, and the Trustee, in accordance with such Company Order, will
authenticate and deliver such Securities for original issue up to the aggregate
principal amount of $225,000,000 (provided that $100,000,000 shall be reserved
for issuance and shall be available for issuance only in connection with the
exchange of the 1997 Securities for Exchange Securities) with the notations of
Subsidiary Guarantees thereon as provided in this Indenture.

          No Security will 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 the Trustee and such certificate
upon any Security will 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 8
                                                                  ---------
hereof, will be consolidated or merged with or into any other Person or will
sell, convey, transfer, lease or otherwise dispose of all or substantially all
of its Properties to any Person, and the successor Person resulting from such
consolidation, or surviving such merger, or into which the Company will have
been merged, or the Person which will have received a sale, conveyance,
transfer, lease or other disposition as aforesaid, will have executed an
indenture supplemental hereto with the Trustee pursuant to Article 8 hereof, any
                                                           ---------
of the Securities authenticated or delivered prior to such sale, 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, will authenticate and
deliver Securities as specified in such request for the purpose of such
exchange. If Securities will 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, will
provide for the exchange of all Securities at the time Outstanding for
Securities authenticated and delivered in such new name.

          The Trustee may (at the expense of the Company) appoint an
authenticating agent acceptable to the Company to authenticate Securities.  An
authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent.  An authenticating agent has the same rights as

                                      29
<PAGE>

an Agent to deal with Holders or an Affiliate of the Company and has the same
protections under Article VI herein.
                  ----------

     3.3.1 SECURITY REGISTRAR AND PAYING AGENT

           The Company shall maintain an office or agency where Securities may
be presented for registration of transfer or for exchange ("Security Registrar")
and an office or agency where Securities may be presented for payment. The
Security Registrar shall keep a register of the Securities and of their transfer
and exchange. The Company may appoint one or more co-registrars and one or more
paying agents. The term "Security Registrar" includes any co-registrar and the
term "Paying Agent" includes any additional paying agent. The Company may change
any Paying Agent or Security Registrar without notice to any Holder. The Company
shall notify the Trustee in writing of the name and address of any Agent not a
party to this Indenture. If the Company fails to appoint or maintain another
entity as Security Registrar or Paying Agent, the Trustee shall act as such. The
Company, any of its Subsidiaries or any Subsidiary Guarantor may act as Paying
Agent or Security Registrar.

           The Company initially appoints The Depository Trust Company ("DTC")
to act as Depositary with respect to the Global Notes.

           The Company initially appoints the Trustee to act as the Security
Registrar and Paying Agent and to act as Custodian with respect to the Global
Notes.

     3.4   PERSONS DEEMED OWNERS AND HOLDERS LISTS

           Prior to the due presentment of a Security for registration of
transfer, the Company, the Subsidiary Guarantors, 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 (subject to Section 3.11 hereof) interest and Liquidated
                            ------------
Damages, if any, on such Security and for all other purposes whatsoever, whether
or not such Security be overdue, and none of the Company, the Subsidiary
Guarantors, the Security Registrar, the Trustee or any agent of the Company, the
Subsidiary Guarantors or the Trustee will be affected by notice to the contrary.

           The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA (S) 312(a).  If the Trustee is
not the Security Registrar, the Company shall furnish to the Trustee at least
seven Business Days before each interest payment date and at such other times as
the Trustee may request in writing, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of the Holders of
Securities and the Company shall otherwise comply with TIA (S) 312(a).

                                      30
<PAGE>

     3.5   TRANSFER AND EXCHANGE

     (a) Transfer and Exchange of Global Notes.

           A Global Note may not be transferred as a whole except by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.  All Global Notes will be exchanged by the Company for Definitive
Securities if (i) the Company delivers to the Trustee written notice from the
Depositary that it is unwilling or unable to continue to act as Depositary or
that it is no longer a clearing agency registered under the Exchange Act and, in
either case, a successor Depositary is not appointed by the Company within 120
days after the date of such notice from the Depositary or (ii) the Company in
its sole discretion determines that the Global Notes (in whole but not in part)
should be exchanged for Definitive Securities and delivers a written notice to
such effect to the Trustee; provided that in no event shall the Regulation S
Temporary Global Note be exchanged by the Company for Definitive Securities
prior to (x) the expiration of the Restricted Period and (y) the receipt by the
Security Registrar of any certificates required pursuant to Rule
903(c)(3)(ii)(B) under the Securities Act.  Upon the occurrence of either of the
preceding events in (i) or (ii) above, Definitive Securities shall be issued in
such names as the Depositary shall instruct the Trustee in writing.  Global
Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 3.6 and 3.9 hereof.  Every Security authenticated and delivered in
------------     --
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
this Section 3.5 or Section 3.6 or 3.9 hereof, shall be authenticated and
     -----------    -----------
delivered in the form of, and shall be, a Global Note.  A Global Note may not be
exchanged for another Security other than as provided in this Section 3.5(a),
                                                              --------------
however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 3.5(b), (c) or (f) hereof.
               --------------  ---    ---

     (b) Transfer and Exchange of Beneficial Interests in the Global Notes.

           The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures.  Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

           (i)   Transfer of Beneficial Interests in the Same Global Note.
     Beneficial interests in any Restricted Global Note may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Private Placement Legend; provided, however,
     that prior to the expiration of the Restricted Period, transfers of
     beneficial interests in the Temporary Regulation S Global Note may not be
     made to a U.S. Person or for the account or benefit of a U.S. Person (other
     than the Initial Purchaser).  Beneficial interests in any Unrestricted
     Global Note may be transferred to Persons who take delivery thereof in the
     form of a beneficial interest in an Unrestricted

                                      31
<PAGE>

     Global Note. No written orders or instructions shall be required to be
     delivered to the Security Registrar to effect the transfers described in
     this Section 3.5(b)(i).
          -----------------

           (ii)  All Other Transfers and Exchanges of Beneficial Interests in
     Global Notes.  In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 3.5(b)(i) above, the transferor
                                       -----------------
     of such beneficial interest must deliver to the Security Registrar either
     (A) (1) a written order from a Participant or an Indirect Participant given
     to the Depositary in accordance with the Applicable Procedures directing
     the Depositary to credit or cause to be credited a beneficial interest in
     another Global Note in an amount equal to the beneficial interest to be
     transferred or exchanged and (2) instructions given in accordance with the
     Applicable Procedures containing information regarding the Participant
     account to be credited with such increase or (B) (1) a written order from a
     Participant or an Indirect Participant given to the Depositary in
     accordance with the Applicable Procedures directing the Depositary to cause
     to be issued a Definitive Security in an amount equal to the beneficial
     interest to be transferred or exchanged and (2) instructions given by the
     Depositary to the Security Registrar containing information regarding the
     Person in whose name such Definitive Security shall be registered to effect
     the transfer or exchange referred to in (1) above; provided that in no
     event shall Definitive Securities be issued upon the transfer or exchange
     of beneficial interests in the Regulation S Temporary Global Note prior to
     (x) the expiration of the Restricted Period and (y) the receipt by the
     Security Registrar of any certificates required pursuant to Rule 903 under
     the Securities Act.  Upon consummation of an Exchange Offer by the Company
     in accordance with Section 3.5(f) hereof, the requirements of this Section
                        --------------                                  -------
     3.5(b)(ii) shall be deemed to have been satisfied upon receipt by the
     ----------
     Security Registrar of the instructions contained in the Letter of
     Transmittal delivered by the Holder of such beneficial interests in the
     Restricted Global Notes.  Upon satisfaction of all of the requirements for
     transfer or exchange of beneficial interests in Global Notes contained in
     this Indenture and the Securities or otherwise applicable under the
     Securities Act, the Trustee shall adjust the principal amount of the
     relevant Global Note(s) pursuant to Section 3.5(h) hereof.
                                         --------------

           (iii) Transfer of Beneficial Interests to Another Restricted Global
     Note.  A beneficial interest in any Restricted Global Note may be
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Restricted Global Note if the transfer
     complies with the requirements of Section 3.5(b)(ii) above and the Security
                                       ------------------
     Registrar receives the following:

                 (A) if the transferee will take delivery in the form of a
           beneficial interest in the 144A Global Note, then the transferor must
           deliver a certificate in the form of Exhibit B hereto, including the
                                                ---------
           certifications in item (1) thereof; and

                 (B) if the transferee will take delivery in the form of a
           beneficial interest in the Regulation S Temporary Global Note or the
           Regulation S Global Note, then the transferor must deliver a
           certificate in the form of Exhibit B hereto, including the
                                      ---------
           certifications in item (2) thereof.

                                      32
<PAGE>

           (iv)  Transfer and Exchange of Beneficial Interests in a Restricted
     Global Note for Beneficial Interests in the Unrestricted Global Note.  A
     beneficial interest in any Restricted Global Note may be exchanged by any
     holder thereof for a beneficial interest in an Unrestricted Global Note or
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note if the exchange or
     transfer complies with the requirements of Section 3.5(b)(ii) above and:
                                                ------------------

                 (A) such exchange or transfer is effected pursuant to the
           Exchange Offer in accordance with the Registration Rights Agreement
           and the holder of the beneficial interest to be transferred, in the
           case of an exchange, or the transferee, in the case of a transfer,
           certifies in the applicable Letter of Transmittal that it is not (1)
           a broker-dealer, (2) a Person participating in the distribution of
           the Exchange Securities or (3) a Person who is an affiliate (as
           defined in Rule 144) of the Company;

                 (B) such transfer is effected pursuant to the Shelf
           Registration Statement in accordance with the Registration Rights
           Agreement;

                 (C) such transfer is effected by a Broker-Dealer pursuant to
           the Exchange Offer Registration Statement in accordance with the
           Registration Rights Agreement; or

                 (D) the Security Registrar receives the following:

                     (1) if the holder of such beneficial interest in a
                 Restricted Global Note proposes to exchange such beneficial
                 interest for a beneficial interest in an Unrestricted Global
                 Note, a certificate from such holder in the form of Exhibit C
                                                                     ---------
                 hereto, including the certifications in item (1)(a) thereof; or

                     (2) if the holder of such beneficial interest in a
                 Restricted Global Note proposes to transfer such beneficial
                 interest to a Person who shall take delivery thereof in the
                 form of a beneficial interest in an Unrestricted Global Note, a
                 certificate from such holder in the form of Exhibit B hereto,
                                                             ---------
                 including the certifications in item (4) thereof;


           and, in each such case set forth in this subparagraph (D), if the
           Security Registrar so requests or if the Applicable Procedures so
           require, an Opinion of Counsel in form reasonably acceptable to the
           Security Registrar to the effect that such exchange or transfer is in
           compliance with the Securities Act and that the restrictions on
           transfer contained herein and in the Private Placement Legend are no
           longer required in order to maintain compliance with the Securities
           Act.

           If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 3.3 hereof, the Trustee shall authenticate one or more Unrestricted
     -----------
Global Notes in an aggregate principal amount equal to the

                                      33
<PAGE>

aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

           Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

     (c) Transfer or Exchange of Beneficial Interests for Definitive Securities.

           (i)   Beneficial Interests in Restricted Global Notes to Restricted
     Definitive Securities.  If any holder of a beneficial interest in a
     Restricted Global Note proposes to exchange such beneficial interest for a
     Restricted Definitive Security or to transfer such beneficial interest to a
     Person who takes delivery thereof in the form of a Restricted Definitive
     Security, then, upon receipt by the Security Registrar of the following
     documentation:

                 (A) if the holder of such beneficial interest in a Restricted
           Global Note proposes to exchange such beneficial interest for a
           Restricted Definitive Security, a certificate from such holder in the
           form of Exhibit C hereto, including the certifications in item (2)(a)
                   ---------                                         -----------
           thereof;

                 (B) if such beneficial interest is being transferred to a QIB
           in accordance with Rule 144A under the Securities Act, a certificate
           to the effect set forth in Exhibit B hereto, including the
                                      ---------
           certifications in item (1) thereof;
                             --------

                 (C) if such beneficial interest is being transferred to a Non-
           U.S. Person in an offshore transaction in accordance with Rule 903 or
           Rule 904 under the Securities Act, a certificate to the effect set
           forth in Exhibit B hereto, including the certifications in item (2)
                    ---------                                         --------
           thereof;

                 (D) if such beneficial interest is being transferred pursuant
           to an exemption from the registration requirements of the Securities
           Act in accordance with Rule 144 under the Securities Act, a
           certificate to the effect set forth in Exhibit B hereto, including
                                                  ---------
           the certifications in item (3)(a) thereof;
                                 -----------

                 (E) if such beneficial interest is being transferred to the
           Company or any of its Subsidiaries, a certificate to the effect set
           forth in Exhibit B hereto, including the certifications in item
                    ---------                                         ----
           (3)(b) thereof; or
           ------

                 (F) if such beneficial interest is being transferred pursuant
           to an effective registration statement under the Securities Act, a
           certificate to the effect set forth in Exhibit B hereto, including
                                                  ---------
           the certifications in item (3)(c) thereof,
                                 -----------

     the Trustee shall cause the aggregate principal amount of the applicable
     Global Note to be reduced accordingly pursuant to Section 3.5(h) hereof,
                                                       --------------
     and the Company shall execute and the Trustee shall upon receipt of an
     Authentication Order authenticate and deliver to the Person designated in
     the instructions a Definitive Security in the appropriate principal amount.
     Any Definitive Security issued in exchange for a beneficial interest in a

                                      34
<PAGE>

     Restricted Global Note pursuant to this Section 3.5(c) shall be registered
                                             --------------
     in such name or names and in such authorized denomination or denominations
     as the holder of such beneficial interest shall instruct the Security
     Registrar through instructions from the Depositary and the Participant or
     Indirect Participant.  The Trustee shall (at the expense of the Company)
     deliver such Definitive Securities to the Persons in whose names such
     Securities are so registered.  Any Definitive Security issued in exchange
     for a beneficial interest in a Restricted Global Note pursuant to this
     Section 3.5(c)(i) shall bear the Private Placement Legend and shall be
     -----------------
     subject to all restrictions on transfer contained therein.

           (ii)  Notwithstanding Sections 3.5(c)(i)(A) and (C) hereof, a
     beneficial interest in the Regulation S Temporary Global Note may not be
     exchanged for a Definitive Security or transferred to a Person who takes
     delivery thereof in the form of a Definitive Security prior to (x) the
     expiration of the Restricted Period and (y) the receipt by the Security
     Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B)
     under the Securities Act, except in the case of a transfer pursuant to an
     exemption from the registration requirements of the Securities Act other
     than Rule 903 or Rule 904.

           (iii) Beneficial Interests in Restricted Global Notes to Unrestricted
     Definitive Securities.  A holder of a beneficial interest in a Restricted
     Global Note may exchange such beneficial interest for an Unrestricted
     Definitive Security or may transfer such beneficial interest to a Person
     who takes delivery thereof in the form of an Unrestricted Definitive
     Security only if:

                 (A) such exchange or transfer is effected pursuant to the
           Exchange Offer in accordance with the Registration Rights Agreement
           and the holder of such beneficial interest, in the case of an
           exchange, or the transferee, in the case of a transfer, certifies in
           the Letter of Transmittal that it is not (1) a broker-dealer, (2) a
           Person participating in the distribution of the Exchange Securities
           or (3) a Person who is an affiliate (as defined in Rule 144) of the
           Company;

                 (B) such transfer is effected pursuant to the Shelf
           Registration Statement in accordance with the Registration Rights
           Agreement;

                 (C) such transfer is effected by a Broker-Dealer pursuant to
           the Exchange Offer Registration Statement in accordance with the
           Registration Rights Agreement; or

                 (D) the Security Registrar receives the following:

                     (1) if the holder of such beneficial interest in a
                 Restricted Global Note proposes to exchange such beneficial
                 interest for a Definitive Security that does not bear the
                 Private Placement Legend, a certificate from such holder in the
                 form of Exhibit C hereto, including the certifications in item
                         ---------                                         ----
                 (1)(b) thereof; or
                 ------

                                      35
<PAGE>

                     (2) if the holder of such beneficial interest in a
                 Restricted Global Note proposes to transfer such beneficial
                 interest to a Person who shall take delivery thereof in the
                 form of a Definitive Security that does not bear the Private
                 Placement Legend, a certificate from such holder in the form of
                 Exhibit B hereto, including the certifications in item (4)
                 ---------                                         --------
                 thereof,

           and, in each such case set forth in this subparagraph (D), if the
           Security Registrar so requests or if the Applicable Procedures so
           require, an Opinion of Counsel in form reasonably acceptable to the
           Security Registrar to the effect that such exchange or transfer is in
           compliance with the Securities Act and that the restrictions on
           transfer contained herein and in the Private Placement Legend are no
           longer required in order to maintain compliance with the Securities
           Act.

           (iv)  Beneficial Interests in Unrestricted Global Notes to
     Unrestricted Definitive Securities. If any holder of a beneficial interest
     in an Unrestricted Global Note proposes to exchange such beneficial
     interest for a Definitive Security or to transfer such beneficial interest
     to a Person who takes delivery thereof in the form of a Definitive
     Security, then, upon satisfaction of the conditions set forth in Section
                                                                      -------
     3.5(b)(ii) hereof, the Trustee shall cause the aggregate principal amount
     ----------
     of the applicable Global Note to be reduced accordingly pursuant to Section
                                                                         -------
     3.5(h) hereof, and the Company shall execute and the Trustee shall upon
     ------
     receipt of an Authentication Order authenticate and (at the expense of the
     Company) deliver to the Person designated in the instructions a Definitive
     Security in the appropriate principal amount. Any Definitive Security
     issued in exchange for a beneficial interest pursuant to this Section
                                                                   -------
     3.5(c)(iv) shall be registered in such name or names and in such authorized
     ----------
     denomination or denominations as the holder of such beneficial interest
     shall instruct the Security Registrar through instructions from the
     Depositary and the Participant or Indirect Participant. The Trustee shall
     (at the expense of the Company) deliver such Definitive Securities to the
     Persons in whose names such Securities are so registered. Any Definitive
     Security issued in exchange for a beneficial interest pursuant to this
     Section 3.5(c)(iv) shall not bear the Private Placement Legend.

     (d) Transfer and Exchange of Definitive Securities for Beneficial
     Interests.

           (i)   Restricted Definitive Securities to Beneficial Interests in
     Restricted Global Notes.  If any Holder of a Restricted Definitive Security
     proposes to exchange such Security for a beneficial interest in a
     Restricted Global Note or to transfer such Restricted Definitive Security
     to a Person who takes delivery thereof in the form of a beneficial interest
     in a Restricted Global Note, then, upon receipt by the Security Registrar
     of the following documentation:

                 (A) if the Holder of such Restricted Definitive Security
           proposes to exchange such Security for a beneficial interest in a
           Restricted Global Note, a certificate from such Holder in the form of
           Exhibit C hereto, including the certifications in item (2)(b)
           ---------                                         -----------
           thereof;

                                      36
<PAGE>

                 (B) if such Restricted Definitive Security is being transferred
           to a QIB in accordance with Rule 144A under the Securities Act, a
           certificate to the effect set forth in Exhibit B hereto, including
                                                  ---------
           the certifications in item (1) thereof;
                                 --------

                 (C) if such Restricted Definitive Security is being transferred
           to a Non-U.S. Person in an offshore transaction in accordance with
           Rule 903 or Rule 904 under the Securities Act, a certificate to the
           effect set forth in Exhibit B hereto, including the certifications in
                               ---------
           item (2) thereof;
           --------

                 (D) if such Restricted Definitive Security is being transferred
           pursuant to an exemption from the registration requirements of the
           Securities Act in accordance with Rule 144 under the Securities Act,
           a certificate to the effect set forth in Exhibit B hereto, including
                                                    ---------
           the certifications in item (3)(a) thereof;
                                 -----------

                 (E) if such Restricted Definitive Security is being transferred
           to the Company or any of its Subsidiaries, a certificate to the
           effect set forth in Exhibit B hereto, including the certifications in
                               ---------
           item (3)(b) thereof; or
           -----------

                 (F) if such Restricted Definitive Security being transferred
           pursuant to an effective registration statement under the Securities
           Act, a certificate to the effect set forth in Exhibit B hereto,
                                                         ---------
           including the certifications in item (3)(c) thereof, the Trustee
                                           -----------
           shall cancel the Restricted Definitive Security, increase or cause to
           be increased the aggregate principal amount of, in the case of clause
                                                                          ------
           (A) above, the appropriate Restricted Global Note, in the case of
           ---
           clause (B) above, the 144A Global Note, and in the case of clause (C)
           ----------                                                 ----------
           above, the Regulation S Global Note.

           (ii)  Restricted Definitive Security to Beneficial Interests in
     Unrestricted Global Notes.  A Holder of a Restricted Definitive Security
     may exchange such Security for a beneficial interest in an Unrestricted
     Global Note or transfer such Restricted Definitive Security to a Person who
     takes delivery thereof in the form of a beneficial interest in an
     Unrestricted Global Note only if:

                 (A) such exchange or transfer is effected pursuant to the
           Exchange Offer in accordance with the Registration Rights Agreement
           and the Holder, in the case of an exchange, or the transferee, in the
           case of a transfer, certifies in the Letter of Transmittal that it is
           not (1) a broker-dealer, (2) a Person participating in the
           distribution of the Exchange Securities or (3) a Person who is an
           affiliate (as defined in Rule 144) of the Company;

                 (B) such transfer is effected pursuant to the Shelf
           Registration Statement in accordance with the Registration Rights
           Agreement;

                 (C) such transfer is effected by a Broker-Dealer pursuant to
           the Exchange Offer Registration Statement in accordance with the
           Registration Rights Agreement; or

                                      37
<PAGE>

                 (D) the Security Registrar receives the following:

                     (1) if the Holder of such Definitive Securities proposes to
                 exchange such Securities for a beneficial interest in the
                 Unrestricted Global Note, a certificate from such Holder in the
                 form of Exhibit C hereto, including the certifications in item
                         ---------
                 (1)(c) thereof; or

                     (2) if the Holder of such Definitive Securities proposes to
                 transfer such Securities to a Person who shall take delivery
                 thereof in the form of a beneficial interest in the
                 Unrestricted Global Note, a certificate from such Holder in the
                 form of Exhibit B hereto, including the certifications in item
                         ---------
                 (4) thereof;

           and, in each such case set forth in this subparagraph (D), if the
           Security Registrar so requests or if the Applicable Procedures so
           require, an Opinion of Counsel in form reasonably acceptable to the
           Security Registrar to the effect that such exchange or transfer is in
           compliance with the Securities Act and that the restrictions on
           transfer contained herein and in the Private Placement Legend are no
           longer required in order to maintain compliance with the Securities
           Act.

           Upon satisfaction of the conditions of any of the subparagraphs in
           this Section 3.5(d)(ii), the Trustee shall cancel the Definitive
                ------------------
           Securities and increase or cause to be increased the aggregate
           principal amount of the Unrestricted Global Note.

           (iii) Unrestricted Definitive Securities to Beneficial Interests in
     Unrestricted Global Notes.  A Holder of an Unrestricted Definitive Security
     may exchange such Security for a beneficial interest in an Unrestricted
     Global Note or transfer such Definitive Securities to a Person who takes
     delivery thereof in the form of a beneficial interest in an Unrestricted
     Global Note at any time.  Upon receipt of a written request for such an
     exchange or transfer, the Trustee shall cancel the applicable Unrestricted
     Definitive Security and increase or cause to be increased the aggregate
     principal amount of one of the Unrestricted Global Notes.

           If any such exchange or transfer from a Definitive Security to a
beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or
(iii) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 3.3 hereof, the Trustee shall authenticate one or more
                -----------
Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Securities so transferred.

     (e) Transfer and Exchange of Definitive Securities for Definitive
Securities.

           Upon request by a Holder of Definitive Securities and such Holder's
compliance with the provisions of this Section 3.5(e), the Security Registrar
                                       --------------
shall register the transfer or exchange of Definitive Securities.  Prior to such
registration of transfer or exchange, the requesting Holder shall present or
surrender to the Security Registrar the Definitive Securities duly endorsed or
accompanied by a written instruction of transfer in form satisfactory to the

                                      38
<PAGE>

Security Registrar duly executed by such Holder or by his attorney, duly
authorized in writing.  In addition, the requesting Holder shall provide any
additional certifications, documents and information, as applicable, required
pursuant to the following provisions of this Section 3.5(e).
                                             --------------

           (i)   Restricted Definitive Securities to Restricted Definitive
     Securities.  Any Restricted Definitive Security may be transferred to and
     registered in the name of Persons who take delivery thereof in the form of
     a Restricted Definitive Security if the Security Registrar receives the
     following:

                 (A) if the transfer will be made pursuant to Rule 144A under
           the Securities Act, then the transferor must deliver a certificate in
           the form of Exhibit B hereto, including the certifications in item
                       ---------
           (1) thereof;

                 (B) if the transfer will be made pursuant to Rule 903 or Rule
           904, then the transferor must deliver a certificate in the form of
           Exhibit B hereto, including the certifications in item (2) thereof;
           and

                 (C) if the transfer will be made pursuant to any other
           exemption from the registration requirements of the Securities Act,
           then the transferor must deliver a certificate in the form of Exhibit
           B hereto, including the certifications, certificates and Opinion of
           Counsel required by item (3) thereof, if applicable.

           (ii)  Restricted Definitive Securities to Unrestricted Definitive
     Securities.  Any Restricted Definitive Security may be exchanged by the
     Holder thereof for an Unrestricted Definitive Security or transferred to a
     Person or Persons who take delivery thereof in the form of an Unrestricted
     Definitive Security if:

                 (A) such exchange or transfer is effected pursuant to the
           Exchange Offer in accordance with the Registration Rights Agreement
           and the Holder, in the case of an exchange, or the transferee, in the
           case of a transfer, certifies in the Letter of Transmittal that it is
           not (1) a broker-dealer, (2) a Person participating in the
           distribution of the Exchange Securities or (3) a Person who is an
           affiliate (as defined in Rule 144) of the Company;

                 (B) any such transfer is effected pursuant to the Shelf
           Registration Statement in accordance with the Registration Rights
           Agreement;

                 (C) any such transfer is effected by a Broker-Dealer pursuant
           to the Exchange Offer Registration Statement in accordance with the
           Registration Rights Agreement; or

                 (D) the Security Registrar receives the following:

                     (1) if the Holder of such Restricted Definitive Securities
                 proposes to exchange such Securities for an Unrestricted
                 Definitive Security, a certificate from such Holder in the form
                 of Exhibit C hereto, including the certifications in item
                 (I)(d) thereof; or

                                      39
<PAGE>

                    (2)  if the Holder of such Restricted Definitive Securities
                 proposes to transfer such Securities to a Person who shall take
                 delivery thereof in the form of an Unrestricted Definitive
                 Security, a certificate from such Holder in the form of Exhibit
                 B hereto, including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Security Registrar so requests, an Opinion of Counsel in form
          reasonably acceptable to the Security Registrar to the effect that
          such exchange or transfer is in compliance with the Securities Act and
          that the restrictions on transfer contained herein and in the Private
          Placement Legend are no longer required in order to maintain
          compliance with the Securities Act.

          (iii)  Unrestricted Definitive Securities to Unrestricted Definitive
     Securities.  A Holder of Unrestricted Definitive Securities may transfer
     such Securities to a Person who takes delivery thereof in the form of an
     Unrestricted Definitive Security.  Upon receipt of a request to register
     such a transfer, the Security Registrar shall register the Unrestricted
     Definitive Securities pursuant to the instructions from the Holder thereof.

     (f) Exchange Offer.

          Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 3.3, the Trustee shall
                                        -----------
authenticate (i) one or more Unrestricted Global Notes in an aggregate principal
amount equal to the principal amount of the beneficial interests in the
Restricted Global Notes tendered for acceptance by Persons that certify in the
Letters of Transmittal that (x) they are not broker-dealers, (y) they are not
participating in a distribution of the Exchange Securities and (z) they are not
affiliates (as defined in Rule 144) of the Company, and accepted for exchange in
the Exchange Offer and (ii) Definitive Securities in an aggregate principal
amount equal to the principal amount of the Restricted Definitive Securities
accepted for exchange in the Exchange Offer.  Concurrently with the issuance of
such Securities, the Trustee shall cause the aggregate principal amount of the
applicable Restricted Global Securities to be reduced accordingly, and the
Company shall execute and the Trustee shall authenticate and (at the expense of
the Company) deliver to the Persons designated by the Holders of Definitive
Securities so accepted Definitive Securities in the appropriate principal
amount.

     (g) Legends.

          The following legends shall appear on the face of all Global Notes and
Definitive Securities issued under this Indenture unless specifically stated
otherwise in the applicable provisions of this Indenture.

          (i)  Private Placement Legend.

               (A)    Except as permitted by subparagraph (B) below, each Global
          Note and each Definitive Security (and all Securities issued in
          exchange therefor or substitution thereof) shall bear the legend in
          substantially the following form:

                                      40
<PAGE>

     THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
     ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR OTHER SECURITIES LAWS.
     NEITHER THIS NOTE 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 THE TRANSACTION
     IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
     SECURITIES ACT.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1)
     REPRESENTS THAT (A) IT IS A  "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
     RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS
     ACQUIRING ITS NOTE IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 904 OF
     REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO
     (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS
     PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR
     PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR
     OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE COMPANY OR
     ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR
     OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY
     APPLICABLE LAW (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR
     OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A
     REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
     SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE
     PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
     INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
     PURCHASES 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 INSIDE THE UNITED STATES, (D) PURSUANT TO OFFERS
     AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN
     THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY
     OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
     SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
     NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;
     PROVIDED THAT THE COMPANY, THE TRUSTEE AND THE SECURITY REGISTRAR SHALL
     HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO
     CLAUSE (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 CERTIFICATION OF
     TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED
     AND DELIVERED BY THIS TRANSFEROR TO THE TRUSTEE.  THIS LEGEND WILL BE
     REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION

                                      41
<PAGE>

     TERMINATION DATE.  AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
     "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY
     REGULATION S UNDER THE SECURITIES ACT.

                 (B)  Notwithstanding the foregoing, any Global Note or
          Definitive Security issued pursuant to subparagraphs (b)(iv), (c)(ii),
          (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section
                                                                        -------
          3.5 (and all Securities issued in exchange therefor or substitution
          ---
          thereof) shall not bear the Private Placement Legend.

          (ii)   Global Note Legend.  Each Global Note shall bear a legend in
     substantially the following form:

     "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
     GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
     BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
     CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
     MAY BE REQUIRED PURSUANT TO SECTION 3.6 OF THE INDENTURE, (II) THIS GLOBAL
                                 -----------
     NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.5(a)
     OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
     FOR CANCELLATION PURSUANT TO SECTION 3.10 OF THE INDENTURE AND (IV) THIS
                                  ------------
     GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
     WRITTEN CONSENT OF THE COMPANY."

          (iii)  Regulation S Temporary Global Note Legend.  The Regulation S
     Temporary Global Note shall bear a legend in substantially the following
     form:

     "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
     CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES,
     ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).  NEITHER THE HOLDER
     NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL
     BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON."

     (h) Cancellation and/or Adjustment of Global Notes.

          At such time as all beneficial interests in a particular Global Note
have been exchanged for Definitive Securities or a particular Global Note has
been redeemed, repurchased or canceled in whole and not in part, each such
Global Note shall be returned to or retained and canceled by the Trustee in
accordance with Section 3.10 hereof.  At any time prior to such cancellation, if
                ------------
any beneficial interest in a Global Note is exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Securities, the principal amount of
Securities represented by such Global Note shall be reduced accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such reduction; and if the

                                      42
<PAGE>

beneficial interest is being exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global
Note, such other Global Note shall be increased accordingly and an endorsement
shall be made on such Global Note by the Trustee or by the Depositary at the
direction of the Trustee to reflect such increase.

     (i) General Provisions Relating to Transfers and Exchanges.

          (i)    To permit registrations of transfers and exchanges, the Company
     shall execute and the Trustee shall authenticate Global Notes and
     Definitive Securities upon receipt of an Authentication Order in accordance
     with Section 3.3 hereof or upon receipt of a written request of the
          -----------
     Security Registrar.

          (ii)   No service charge shall be made to a holder of a beneficial
     interest in a Global Note or to a Holder of a Definitive Security for any
     registration of transfer or exchange, 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 any such transfer taxes
     or similar governmental charge payable upon exchange or transfer pursuant
     to Sections 3.9, 9.6, 10.16, 10.17 and 11.8).
        ----------------------------------------

          (iii)  The Security Registrar shall not be required to register the
     transfer of or exchange any Security selected for redemption in whole or in
     part, except the unredeemed portion of any Security being redeemed in part.

          (iv)   All Global Notes and Definitive Securities issued upon any
     registration of transfer or exchange of Global Notes or Definitive
     Securities shall be the valid obligations of the Company, evidencing the
     same debt, and entitled to the same benefits under this Indenture, as the
     Global Notes or Definitive Securities surrendered upon such registration of
     transfer or exchange.

          (v)    The Company shall not be required (A) to issue, to register the
     transfer of or to exchange any Securities during a period beginning at the
     opening of business 15 days before the day of any selection of Securities
     for redemption under Section 11.4 hereof and ending at the close of
                          ------------
     business on the day of selection, (B) to register the transfer of or to
     exchange any Security so selected for redemption in whole or in part,
     except the unredeemed portion of any Security being redeemed in part or (c)
     to register the transfer of or to exchange a Security between a record date
     and the next succeeding interest payment date.

          (vi)   Prior to due presentment for the registration of a transfer of
     any Security, the Trustee, any Agent and the Company may deem and treat the
     Person in whose name any Security is registered as the absolute owner of
     such Security for the purpose of receiving payment of principal of and
     interest on such Securities and for all other purposes, and none of the
     Trustee, any Agent or the Company shall be affected by notice to the
     contrary.

          (vii)  The Trustee shall authenticate Global Notes and Definitive
     Securities in accordance with the provisions of Section 3.3 hereof.
                                                     -----------

                                      43
<PAGE>

          (viii) All certifications, certificates and Opinions of Counsel
     required to be submitted to the Security Registrar pursuant to this Section
                                                                         -------
     3.5 to effect a registration of transfer or exchange may be submitted by
     ---
     facsimile.

          (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 (including any transfers between
     or among Depositary participants or beneficial owners of interests in any
     Global Note) 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
     requirement hereof.

     3.6  REPLACEMENT SECURITIES

          If (i) any mutilated Security is surrendered to the Trustee or (ii)
the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company, the Subsidiary Guarantors 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 will execute, the Subsidiary Guarantors will
execute the notation of Subsidiary Guarantees, and upon Company Order the
Trustee will 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 the tenor and principal amount, having the notation of Subsidiary
Guarantees 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 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 will constitute an original
additional continual obligation of the Company and the respective Subsidiary
Guarantors, whether or not the mutilated, destroyed, lost or stolen Security
will be at any time enforceable by anyone, and will 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 will preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

                                      44
<PAGE>

          If required by the Trustee or the Company, an indemnity bond must be
supplied by the Holder that is sufficient in the judgment of the Trustee and the
Company to protect the Company, the Trustee, any Agent and any authenticating
agent from any loss that any of them may suffer if a Security is replaced.  The
Company and the Trustee may charge for their expenses in replacing a Security.

          Every replacement Security is an additional obligation of the Company
and shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Securities duly issued hereunder.

     3.7  OUTSTANDING SECURITIES

          The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Note effected
by the Trustee in accordance with the provisions hereof, and those described in
this Section as not outstanding.  Except as set forth in Section 3.8 hereof, a
Security does not cease to be outstanding because the Company or an Affiliate of
the Company holds the Security.

          If a Security is replaced pursuant to Section 3.6 hereof, it ceases to
                                                -----------
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

          If the principal amount of any Security is considered paid under
Section 10.1 hereof, it ceases to be outstanding and interest on it ceases to
------------
accrue.

          If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Securities payable on that date, then on and after that date
such Securities shall be deemed to be no longer outstanding and shall cease to
accrue interest.

     3.8  TREASURY SECURITIES

          In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Company or any Subsidiary Guarantor, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any Subsidiary Guarantor shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Securities that a Responsible Officer of the Trustee actually knows are so
owned shall be so disregarded.

     3.9  TEMPORARY SECURITIES

          Pending the preparation of Definitive Securities, the Company may
execute, and upon Company Order the Trustee will 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 thereon and with such appropriate

                                      45
<PAGE>

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 will be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for such purpose pursuant to Section 10.2,
                                                                 ------------
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities, the Company will execute and the Trustee will authenticate
and deliver in exchange therefor a like principal amount of definitive
Securities of authorized denominations having the notations of Subsidiary
Guarantees thereon. Until so exchanged, the temporary Securities will in all
respects be entitled to the same benefits under this Indenture as definitive
Securities.

     3.10 CANCELLATION

          All Securities surrendered for payment, redemption, registration of
transfer or exchange will, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and will 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 will be promptly canceled by
the Trustee. No Securities will be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All Canceled Securities held by the Trustee will be
disposed of as directed by a Company Order or in accordance with the Trustee's
usual practice; provided, however, that the Trustee will not be required to
destroy canceled Securities.

     3.11 DEFAULTED INTEREST

          Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date will 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
                                                                        -------
10.2 hereof.
----

          Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date will 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 therein herein collectively called "Defaulted Interest")
may be paid by the Company, at its election in each case, as provided in clause
(i) or (ii) below:

          (i)  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 will be fixed in the following
manner. The Company will notify the Trustee in writing of

                                      46
<PAGE>

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 will deposit with
the Trustee an amount of money equal in the aggregate amount proposed to be paid
in respect of such Defaulted Interest or will make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, and such
money when deposited will be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided. Thereupon the
Trustee will fix a Special Record Date for the payment of such Defaulted
Interest which will be not more than is 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 will promptly
notify the Company of such Special Record Date, and in the name and at the
expense of the Company, will 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 15.5 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 will 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 will no longer be payable pursuant to the following
clause (ii).

          (ii) 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 will 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 will carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

     3.12 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, however, 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.

     3.13 BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITY.

          Each Global Security will be registered in the name of the Depositary
for such Global Security or the nominee or such Depositary and be delivered to
the Trustee as custodian for such Depositary.

                                      47
<PAGE>

          Members of, or participants in, the Depositary ("Agent Members") will
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 such
Global Security, and the Depositary may be treated by the Company, the
Subsidiary Guarantors, the Trustee and any agent of the Company, the Subsidiary
Guarantors, or the Trustee as the absolute owner of such Global Security for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein will prevent
the Company, the Subsidiary Guarantors, or the Trustee or any agent of the
Company, the Subsidiary Guarantors, or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or will 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.

          Transfers of a Global Security will be limited to transfers of such
Global Security in whole, but not in part, to the Depositary, its successors or
their respective nominees. Interests of beneficial owners in a Global Security
may be transferred or exchanged for Definitive Securities in accordance with the
rules and procedures of the Depositary. Definitive Securities will be
transferred to all beneficial owners in exchange for their beneficial interests
in a Global Security if, and only if, either (i) the Depositary notifies the
Company that it is unwilling or unable to continue as depositary for the Global
Security and a successor depositary is not appointed by the Company within 90
days of such notice or (ii) an Event of Default has occurred and is continuing
and the Security Registrar has received a request from the Depositary to issue
Definitive Securities in lieu of all or a portion of the Global Security (in
which case the Company will deliver Definitive Securities within 30 days of such
request).

          In connection with the transfer of an entire Global Security to
beneficial owners pursuant to this Section, the Global Security will be deemed
to be surrendered to the Trustee for cancellation, and the Company will execute,
and the Trustee will authenticate and deliver, to each beneficial owner
identified by the Depositary, in exchange for its beneficial interest in the
Global Security, an equal aggregate principal amount of Definitive Securities of
authorized denominations.

          The 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.

     3.14 COMPUTATION OF INTEREST.

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

                                   ARTICLE 4
                          SATISFACTION AND DISCHARGE

     4.1  SATISFACTION AND DISCHARGE OF INDENTURE.

     This Indenture will upon 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,

                                      48
<PAGE>

will, upon payment of all amounts due the Trustee under Section 6.6 hereof,
execute proper instruments acknowledging satisfaction and discharge of this
Indenture when

     (a) either

          (i)    all Securities theretofore authenticated and delivered (other
     than (1) Securities which have been mutilated destroyed, lost or stolen and
     which have been replaced or paid as provided in Section 3.6 hereof and (2)
                                                     -----------
     Securities for whose payment money or United States governmental
     obligations of the type described in clause (i) of the definition of Cash
     Equivalents have 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 10.3 hereof) have been delivered to the Trustee for
        ------------
     cancellation, or

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

          (i)    have become due and payable, or

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

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

and the Company, in the case of clause (b)(i), (b)(ii) or (b)(iii) above, has
irrevocably deposited or caused to be deposited with the Trustee funds in an
amount sufficient to pay and discharge the entire indebtedness on the Securities
not theretofore delivered to the Trustee for cancellation, for principal (and
premium, if any, on) and interest on the Securities 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;

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

     (d)  the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, 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 6.6 hereof and, if money
                                                -----------
will have been deposited with the Trustee pursuant to this Section, the
obligations of the Trustee under Section 4.2 hereof and the last paragraph of
                                 -----------
Section 10.3 hereof will survive.
------------

                                      49
<PAGE>

     4.2  APPLICATION OF TRUST MONEY.

     Subject to the provisions of the last paragraph of Section 10.3 hereof, all
                                                        ------------
money deposited with the Trustee pursuant to Section 4.1 hereof will he 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 whom payment such money has been deposited with the
Trustee.

                                   ARTICLE 5
                                   REMEDIES

     5.1  EVENTS OF DEFAULT.

     "Event of Default," wherever used herein, means any one of the following
events:

     (a) default in the payment when due of the principal of or premium, if any,
on any of the Securities when the same becomes due and payable, whether such
payment is due at Stated 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, or Liquidated
Damages, if any, with respect to 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 98
                                                                   ----------
hereof, the failure to make or consummate a Change of Control Offer in
accordance with the provisions of Section 10.16 or the failure to make or
                                  -------------
consummate a Net Proceeds Offer in accordance with the provisions of Section
                                                                     -------
10.17; or
-----

     (d) failure of the Company or any Subsidiary Guarantor to comply with any
other term, covenant or agreement contained in the Securities, any Subsidiary
Guarantee or this Indenture (other than a default specified in subparagraph (a),
(b) or (c) above) for a period of 60 days after written notice of such failure
stating that it is a "notice of default" hereunder and requiring the Company or
such Subsidiary Guarantor, as the case may be, to remedy the same will 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 when due on final maturity of the principal of (or
premium, if any, on) or interest on any Indebtedness of the Company (other than
the Securities) or any Restricted Subsidiary for money borrowed (other than Non-
Recourse Indebtedness), or any other default resulting in acceleration of any
Indebtedness of the Company or any Restricted Subsidiary for money borrowed
(other than Non-Recourse Indebtedness), provided that the aggregate principal
amount of such Indebtedness will exceed $10,000,000; and 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 the Indenture

                                      50
<PAGE>

and any consequential acceleration of the Securities will be automatically
rescinded, so long as such rescission does not conflict with any judgment or
decree; or

     (f) any Subsidiary Guarantee will, 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 or termination of any such Subsidiary Guarantee in
accordance with this Indenture); or

     (g) final judgments or orders rendered against the Company or any
Restricted Subsidiary that are unsatisfied and that require the payment in
money, either individually or in an aggregate amount, that is more than
$10,000,000 over the coverage under applicable insurance policies and either (a)
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 (b) 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

     (h) the entry of a decree or order by a court having jurisdiction in the
premises (a) for relief in respect of the Company or any Material 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 (b) adjudging the Company or any Material Subsidiary
bankrupt or insolvent, or approving a petition seeking reorganization,
arrangement, adjustment or composition of the Company or any Material Subsidiary
under the Federal Bankruptcy Code or any 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
Subsidiary or of a substantial part of its consolidated assets, or ordering the
winding up or liquidation of its 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

     (i) the commencement by the Company or any Material Subsidiary of a
voluntary case or proceeding under the Federal Bankruptcy Code or any 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 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 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 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 Subsidiary or of any substantial part of its
consolidated assets, or the making by it of an assignment for the benefit of
creditors under any such law, or the admission by it in writing of its inability
to pay its debts generally as they become due or the taking of corporate action
by the Company or any Material Subsidiary in furtherance of any such action.

                                      51
<PAGE>

     5.2  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

     If any Event of Default (other than an Event of Default specified in
Section 5.1(h) or 5.1(i) hereof) occurs and is continuing, the Trustee, by
------------------------
written notice to the Company, or the Holders of at least 25% in aggregate
principal amount of the Securities then outstanding, by notice to the Trustee
and the Company, may, and the Trustee upon the request of the Holders of not
less than 25% in aggregate principal amount of the Outstanding Securities will
declare the principal of, premium, if any, and accrued interest on all of the
Securities due and payable immediately, upon which declaration all amounts
payable in respect of the Securities will be immediately due and payable;
provided, however, that if any Senior Indebtedness is outstanding pursuant to
the Credit Facility on the date of any such declaration, such acceleration will
not be effective and such amounts will not be payable until the earlier of (i)
the day which is five business days after notice of acceleration is given to the
Company and the Credit Facility Agent (unless such Event of Default is cured or
waived prior to such date) and (ii) the date of acceleration of the Senior
Indebtedness under the Credit Facility. If an Event of Default specified in
Section 5.1(h) or 5.1(i) hereof occurs and is continuing, then the principal or
------------------------
premium, if any, and accrued interest on all of the Securities will
automatically 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 under this Indenture has
been made, but before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article 5 provided, the Holders
                                               ---------
of a majority in aggregate principal amount of the Outstanding Securities, by
written notice to the Company, the Subsidiary Guarantors and the Trustee, may
rescind and annul 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 overdue interest on all Outstanding Securities,

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

          (iii)  to the extent that payment of such interest is lawful, interest
     on overdue interest and overdue principal at the rate borne by the
     Securities (without duplication of any amount paid or deposited pursuant to
     clauses (i) and (ii) above), and

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

     (b) the rescission would not conflict with any judgment or decree of a
court of competent jurisdiction as certified to the Trustee by the Company; and

                                      52
<PAGE>

     (c) all Events of Default, other than the non-payment of amounts of
principal of (or premium, if any, on) or interest on the Securities that have
become due solely by such declaration of acceleration, have been cured or waived
as provided in this Indenture.

     Notwithstanding the foregoing, if an Event of Default specified in Section
                                                                        -------
5.1(e) hereof will have occurred and be continuing, such Event of Default and
------
any consequential acceleration will be automatically rescinded if the
Indebtedness that is the subject of such Event of Default has been repaid, or if
the default relating to such Indebtedness is waived or cured and if such
Indebtedness has been accelerated, then the holders thereof have rescinded their
declaration of acceleration in respect of such Indebtedness (provided, in each
case, that such repayment, waiver, cure or rescission is effected within a
period of 10 days from the continuation of such default beyond the applicable
grace period or the occurrence of such acceleration), and written notice of such
repayment, or cure or waiver and rescission, as the case may be, will have been
given to the Trustee by the Company and countersigned by the holders of such
Indebtedness or a trustee, fiduciary or agent for such holders or other evidence
satisfactory to the Trustee of such events is provided to the Trustee, within 30
days after any such acceleration in respect of the Securities, and so long as
such rescission of any such acceleration of the Securities does not conflict
with any judgment or decree as certified to the Trustee by the Company.

     No such rescission will affect any subsequent default or impair any right
consequent thereon.

     5.3  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

     The Company covenants that if:

     (a) default is made in the payment of any installment of interest or
Liquidated Damages, if any, 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 Payment
Date or the Net Proceeds Payment Date pursuant to a Change of Control Offer or
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 will be legally enforceable, upon any overdue installment of interest,
at the rate borne by the Securities, and, in addition thereto, such further
amount as will 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

                                      53
<PAGE>

money 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 will deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of  the
exercise of any power granted herein, or to enforce any other proper remedy.

     5.4  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, their creditors or the Property of the
Company, any Subsidiary Guarantor or of such other obligor, the Trustee
(irrespective of whether the principal of the Securities will then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee will have made any demand on the Company, the Subsidiary
Guarantors or such other obligor for the payment of overdue principal, premium,
if any, or interest) will 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 (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) subject to Article 14, 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
will 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 6.6 hereof.
                              -----------

     Nothing herein contained will 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 the 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; provided however, that the Trustee may, on behalf of such Holders,
vote for the election of a trustee in bankruptcy or similar official.

                                      54
<PAGE>

     5.5  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

     All rights of action and claims under this Indenture or the Securities or
the 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
will be brought in its own name and as trustee of an express trust, and any
recovery of judgment will, 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.

     5.6  APPLICATION OF MONEY COLLECTED.

     Any money collected by the Trustee pursuant to this Article 5 will 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 6.6
                                                                -----------
hereof;

     SECOND: subject to Article 14, 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: subject to Article 14, the balance, if any, to the Company.
                       ----------

     5.7  LIMITATION ON SUITS.

     No Holder of any Securities will have any right to institute any
proceeding, with respect to this Indenture, or 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 at least 25% in aggregate principal amount of the
Outstanding Securities will have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder and offered to the Trustee reasonable indemnity satisfactory
to it against the costs, expenses and liabilities to be incurred in compliance
with the request;

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

                                      55
<PAGE>

     (d) 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.

     5.8  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PAYMENT.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security will have the right, which is absolute and unconditional, to receive
payment, as provided herein (including, if applicable, Article 14 hereof) and in
                                                       ----------
such Security of the principal of (and premium if any, on) and (subject to
Article 3 hereof) interest and Liquidated Damages, if any, 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 will not be impaired without the consent of
such Holder.

     5.9  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 will be restored severally and respectively to their former positions
hereunder and thereunder and all rights and remedies of the Trustee and the
Holders will continue as though no such proceeding had been instituted.

     5.10 RIGHTS AND REMEDIES CUMULATIVE.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities described in Article 3 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 will, 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, will not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

     5.11 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 occurring upon any Event of Default will 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 5 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.

                                      56
<PAGE>

     5.12 CONTROL BY HOLDERS.

     The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities will, 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 will 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.

     5.13 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 (i) a Default or Event of Default in the payment of principal of, or the
premium, if any, or interest or Liquidated Damages, if any, on the Securities,
or (ii) in respect of a covenant or provision hereof which under Article 9
                                                                 ---------
hereof cannot be modified or amended without the consent of the Holder of each
Outstanding Security affected thereby.

     Upon any such waiver, such Default or Event of Default will cease to exist
for every purpose under this Indenture, but no such waiver will extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereon. Any such waiver may (but need not) be given in connection with a tender
offer or exchange offer for the Securities.

     5.14 WAIVER OF STAY.

     Each of the Company and the Subsidiary Guarantors covenants (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 wherever enacted, now or at any time
hereafter in force, 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) or interest on the Securities as contemplated herein, or
which may affect the covenants or the performance of this Indenture; and (to the
extent that it may lawfully do so) each of the Company and the Subsidiary
Guarantors hereby expressly waives all benefit or advantage of any such law, and
covenants that they 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.

                                      57
<PAGE>

                                   ARTICLE 6
                                  THE TRUSTEE

     6.1  DUTIES OF TRUSTEE.

     (a) If an Event of Default has occurred and is continuing, the Trustee will
exercise the rights and powers vested in it by this Indenture and use the same
degree of care and skill in its exercise as a prudent person would exercise or
use under the circumstances in the conduct of his own affairs.

     (b) Except during the continuance of an Event of Default:

          (i)    the Trustee undertakes to perform such duties and only such
     duties as are specifically set forth in this Indenture and no implied
     covenants or obligations will be read into this Indenture against the
     Trustee; and

          (ii)   in the absence of bad faith on its part, the Trustee may
     conclusively rely, and will be fully protected in so relying, as to the
     truth of the statements and the correctness of the opinions expressed
     therein, upon certificates or opinions furnished to the Trustee and
     conforming to the requirements of this Indenture; provided, however, the
     Trustee will examine the certificates and opinions to determine whether or
     not they conform to the requirements of this Indenture (but need not
     confirm or investigate the accuracy of mathematical calculations or other
     facts stated therein).

          (iii)  No provisions of this Indenture will be construed to relieve
     the Trustee from liability for its own negligent action, its own negligent
     failure to act or its own willful misconduct, except that:

                 (A) this subsection will not be construed to limit the effect
          of Section 6.1(a);
             --------------

                 (B) the Trustee will not be liable for any error of judgment
          made in good faith by a Responsible Officer, unless it is proved that
          the Trustee was negligent in ascertaining the pertinent facts; and

                 (C) the Trustee will not be liable with respect to any action
          it takes or omits to take in good faith in accordance with a direction
          received by it pursuant to Section 5.12; and
                                     ------------

                 (D) no provision of this Indenture shall require the Trustee to
          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.

          (iv)   Whether or not therein expressly so provided, every provision
     of this Indenture relating to the conduct or affecting the liability of or
     affording protection to the Trustee shall be subject to the provisions of
     this Section.

                                      58
<PAGE>

     6.2  CERTAIN RIGHTS OF TRUSTEE.

     Subject to the provisions of Section 6.1 hereof:

     (a) the Trustee may conclusively rely and will 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 will 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 will 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 and the advice of such counsel or
any Opinion of Counsel will 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 will 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 will have offered to
the Trustee reasonable security or indemnity satisfactory to it against the
costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction;

     (f) the Trustee will not he 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 reasonably see fit, and, if the Trustee will determine to make
such further inquiry or investigation, it will be entitled to examine, during
the business hours and upon reasonable notice the books, records and premises of
the Company, personally or by agent or attorney at the sole cost of the Company
and shall incur no liability or additional liability of any kind by reason of
such inquiry or investigation;

     (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, will 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 will 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;

                                      59
<PAGE>

     (i)  the Trustee will not be deemed to have notice or knowledge of any
matter (including any Default or Event of Default) unless a Responsible Officer
has actual knowledge thereof or unless written notice thereof is received by the
Trustee at its Corporate Trust Office and such notice references the Securities
generally, the Company or this Indenture;

     (j)  the rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder;
and

     (k)  the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

     The Trustee will 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 will
have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

     6.3  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, will 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, the Subsidiary Guarantees or 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 and
Qualification on Form T-1 supplied to the Company are true and accurate, subject
to the qualifications set forth therein. The Trustee will not be accountable for
the use or application by the Company of Securities or the proceeds thereof.

     6.4  MAY HOLD SECURITIES.

     The Trustee, any Paying Agent, any Security Registrar or any other agent of
the Company, the Subsidiary Guarantors 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 in the case of the Trustee, may otherwise deal
with the Company and the Subsidiary Guarantors with the same rights it would
have if it were not the Trustee, Paying Agent, Security Registrar or such other
agent.

     6.5  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 will be under no
liability for interest on any

                                      60
<PAGE>

money received by it hereunder except as otherwise agreed with the Company or
any Subsidiary Guarantor.

     6.6  COMPENSATION AND REIMBURSEMENT.

     The Company agrees:

     (a) to pay to the Trustee from time to time such compensation as the
Company and the Trustee shall from time to time agree in writing for all
services rendered by it hereunder (which compensation will 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 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 willful misconduct,
negligence or bad faith; and

     (c) to indemnify each of the Trustee or any predecessor Trustee and their
agents for, and to hold them harmless against, any loss, liability or expense
incurred without willful misconduct, negligence or bad faith on its part, (a)
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 (b) in connection with enforcing this indemnification
provision.

     The obligations of the Company under this Section 6.6 to compensate the
                                               -----------
Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and hold harmless the Trustee will not be subordinated
to the payment of Senior Indebtedness pursuant to Article 14 hereof and will
                                                  ----------
constitute additional indebtedness hereunder and will 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 will 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 will 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 an Event of Default specified in paragraph (viii) or (ix) of Section 5.1 of
                                                                -----------
this Indenture, such expenses and the compensation for such services are
intended to constitute expenses of administration under any Insolvency or
Liquidation Proceeding.

     6.7  CORPORATE TRUSTEE REQUIRED: ELIGIBILITY.

     There will at all times be a Trustee hereunder which will be eligible to
act as Trustee, under TIA Section 310(a)(1) and will have a combined capital and
surplus of at least $10,000,000 in the case of the initial Trustee hereunder and
$50,000,000 in the case of any

                                      61
<PAGE>

successor Trustee. 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 6.7, the combined capital and surplus of such
                 -----------
corporation will 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
will cease to be eligible in accordance with the provisions of this Section, it
will resign immediately in the manner with which the effect hereinafter
specified in this Article 6.
                  ---------

     6.8  CONFLICTING INTERESTS.

     The Trustee will comply with the provisions of Section 310(b) of Trust
Indenture Act; provided, however, that there will be excluded from the operation
of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.

     6.9  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 6 will become effective until the
                                   ---------
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.10 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 6.10 hereof will 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 Company's expense, any court of competent jurisdiction for the
appointment of a successor Trustee.

     (c) The Trustee may be removed at any time by an Act of the Holders of not
less than a majority in aggregate principal amount of the Outstanding
Securities, delivered to the Trustee and to the Company.

     (d) If at any time:

          (i)    the Trustee will 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 will cease to be eligible under Section 6.7 hereof
                                                             -----------
     and will 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 will become incapable of acting or will be adjuged
     bankrupt or insolvent or a receiver of the Trustee or of its property will
     be appointed or any public officer will 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, (1) the Company, by a
     Board Resolution, may remove the Trustee, or (2) subject to TIA Section
     315(e), any Holder who has been a bona fide Holder of a Security for at
     least six months

                                      62
<PAGE>

     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 will resign, be removed or become incapable of acting,
or if a vacancy will occur in the office of Trustee for any cause, the Company,
by a Board Resolution, will promptly appoint a successor Trustee. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee will be appointed by Act of the Holders of a
majority in aggregate principal amount of the Outstanding Securities delivered
to the Company and the retiring Trustee, the successor Trustee so appointed
will, forthwith upon its acceptance of such appointment, become the successor
Trustee and supersede the successor Trustee appointed by the Company. If no
successor Trustee will have been so appointed by the Company or the Holders and
accepted appointment in the manner hereinafter provided, 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 appointment of a successor Trustee. The evidence of such
successorship may, but need not be, evidenced by a supplemental indenture.

     (f) The Company will 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 15.5 hereof. Each notice will
                                         ------------
include the name of the successor Trustee and the address of its Corporate Trust
Office.

     6.10  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

     Every successor Trustee appointed hereunder will 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
will become effective and such successor Trustee, without any further act, deed
or conveyance, will 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 will, upon payment of all amounts, due it under
Section 6.6 hereof, execute and deliver an instrument transferring to such
-----------
successor Trustee all the rights, powers and trusts of the retiring Trustee and
will duly assign, transfer and deliver to such successor Trustee all money and
other Property held by such retiring Trustee hereunder. Upon request of any such
successor Trustee, the Company will 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 will accept its appointment unless at the time of such
acceptance such successor Trustee will be qualified and eligible under this
Article 6.
---------

     6.11  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 will be a party, or any
corporation succeeding to all or substantially all of

                                      63
<PAGE>

the corporate trust business of the Trustee, will be the successor of the
Trustee hereunder, provided such corporation will be otherwise qualified and
eligible under this Article 6, 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
will 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
will 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 will 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 will apply only to its successor or successors by merger, conversion or
consolidation.

     6.12  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

     6.13  NOTICE OF DEFAULTS.

     Within 90 days after the occurrence of any Default hereunder, the Trustee
will transmit in the manner and to the extent provided in TIA Section 313(c),
notice of such Default hereunder known to the Trustee, unless such Default will
have been cured or waived; provided, however, that, except in the case of a
Default in the payment of the principal of (or premium. if any, on) Liquidated
Damages, if any, or interest on any Security, the Trustee will 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 determines that the withholding of such notice is in the
interest of the Holders.

                                   ARTICLE 7
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     7.1   HOLDERS' LISTS; HOLDER COMMUNICATIONS; DISCLOSURES RESPECTING
HOLDERS.

     The Trustee will preserve in as current a form as is reasonably practicable
the most recent list available to it of the names and addresses of the Holders.
Neither the Company, any Subsidiary Guarantor nor the Trustee will be under any
responsibility with regard to the accuracy of such list. If the Trustee is not
the Security Registrar, the Company will furnish to the Trustee semi-annually
before each Regular Record Date, and at such other times as the Trustee may
reasonably request in writing, a list, in such form as the Trustee may
reasonably request, as of such date of the names and addresses of the Holders
then known to the Company. The Company and the Trustee will also satisfy any
other requirements imposed upon each of them by TIA Section 312(a).

                                      64
<PAGE>

     Holders may communicate pursuant to Section 312(b) of the TIA with other
Holders with respect to their rights under this Indenture or the Securities.

     Every Holder of Securities, by receiving and holding the same, agrees with
the Company, the Subsidiary Guarantors, the Security Registrar and the Trustee
that none of the Company, the Subsidiary Guarantors, the Security Registrar or
the Trustee, or any agent of any of them, will be held accountable by reason of
the disclosure of any 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, that each of such Persons will have the protection of
TIA Section 312(c) and that the Trustee will not be held accountable by reason
of mailing any material pursuant to a request made under TIA Section 312(b).

     7.2  REPORTS BY TRUSTEE.

     Within 60 days after April 30 of each year commencing with April 30, 2002,
the Trustee will transmit by mail to the Holders, as their names and addresses
appear in the Security Register, a brief report dated as of such in accordance
with and to the extent required under TIA Section 313(a). The Trustee will also
comply with TIA Sections 313(b) and 313(c).

     The Company will promptly notify the Trustee in writing if the Securities
become listed on any stock exchange or automatic quotation system and of any
delisting thereof.

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

     7.3  REPORTS BY COMPANY.

     The Company will:

     (a)  file with the Trustee, within 30 days after the Company is required to
file the same with the Commission, copies 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 may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company
is not required to file information, documents or reports pursuant to either of
said Sections, then the Company will file with the Trustee such information,
documents or reports as required pursuant to Section 10.9 hereof;
                                             ------------

     (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
with the conditions and covenants of this Indenture as may be required from time
to time by such rules and regulations;

     (c)  transmit by mail to all Holders, in the manner and to the extent
provided in TIA Section 313(c), such summaries of any information, documents and
reports (without exhibits except to the extent required by TIA Section 313(c))
required to be filed by the Company

                                      65
<PAGE>

pursuant to paragraph (i) or (ii) of this Section as may be required by rules
and regulations prescribed from time to time by the Commission; and

     (d)  Delivery of such reports, information and documents to the Trustee
pursuant to this Section 6.3 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 8
            CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OF OR LEASE

     8.1  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, lease or otherwise dispose of all or substantially all
of the Properties of the Company and its Restricted Subsidiaries on a
consolidated basis to any Person or group of Affiliated Persons, and the Company
shall not permit any of its Restricted Subsidiaries to enter into any such
transaction or series of transactions if such transaction or series of
transactions, in the aggregate, would result in a sale, assignment, conveyance,
transfer, lease or other disposition of all or substantially all of the
Properties of the Company and its Restricted Subsidiaries on a consolidated
basis to any other Person or group of Affiliated Persons, unless at the time and
after giving effect thereto:

     (a)  either (a) if the transaction is a merger or consolidation, the
Company will be the surviving Person of such merger or consolidation, or (b) the
Person (if other than the Company) formed by such consolidation or into which
the Company is merged or to which the Properties of the Company or its
Restricted Subsidiaries, 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") will be a corporation organized
and existing under the laws of the United States of America, any state thereof
or the District of Columbia and will, in either case, expressly assume by a
supplemental indenture to this Indenture executed and delivered to the Trustee,
in form satisfactory to the Trustee, all the obligations of the Company under
the Securities and this Indenture, and, in each case, this Indenture will 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 transactions as having been incurred at the time of such
transaction or transactions), no Default or Event of Default will 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 transactions on a pro forma basis, the Consolidated Net Worth of
the Company (or the Surviving Entity if the

                                      66
<PAGE>

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
transactions;

     (d)  except in the case of the consolidation or merger of the Company with
or into a Wholly Owned Restricted Subsidiary or any Restricted Subsidiary with
or into the Company or any Wholly Owned Restricted Subsidiary, immediately
before and immediately after giving effect to such transaction or transactions
on a pro forma basis (on the assumption that the transaction or transactions
occurred on the first day of the period of four full fiscal quarters ending
immediately prior to the consummation of such transaction or transactions, with
the appropriate adjustments with respect to the transaction or 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 (excluding Permitted Indebtedness) under
Section 10.12(a) hereof;
----------------

     (e)  if any of the Properties of the Company or any of its Restricted
Subsidiaries would, upon such transaction or series of related transactions,
become subject to any Lien (other than a Permitted Lien), the creation or
imposition of such Lien will have been in compliance with Section 10.15 hereof;
                                                          -------------

     (f)  if the Company is not the continuing obligor under this Indenture,
then any Subsidiary Guarantor, unless it is the Surviving Entity, will have by
supplemental indenture to this Indenture confirmed that its Subsidiary Guarantee
of the Securities will apply to the Surviving Entity's obligations under this
Indenture and the Securities; and

     (g)  the Company (or the Surviving Entity if the Company is not the
continuing obligor under this Indenture) will have delivered to the Trustee, in
form and substance reasonably satisfactory to the Trustee, (a) an Officers'
Certificate 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, comply with this Indenture
and (b) an Opinion of Counsel stating that the requirements of clause (i) of
this paragraph have been satisfied.

     8.2  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 of all or substantially all of the Properties of the Company
and its Restricted Subsidiaries on a consolidated basis in accordance with

Section 8.1 hereof, in which the Company is not the continuing corporation, the
-----------
Surviving Entity will 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 will for this purpose mean the Person named as the "Company"
in the first paragraph of this Indenture or any successor Person which will
theretofore become such in the manner described in Section 8.1 hereof), except
                                                   -----------
in the case of a lease, will 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 will not cause a Change of
Control under clause (iii) of the definition

                                      67
<PAGE>

thereof to occur unless the merger, or the sale, assignment, lease, conveyance,
transfer or other disposition of all or substantially all of the Properties of
the Company and its Restricted Subsidiaries on a consolidated basis to any
Person otherwise results in a Change of Control.

                                   ARTICLE 9
                            SUPPLEMENTAL INDENTURES

     9.1  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

     Without the consent of any Holders, the Company, when authorized by a Board
Resolution, each of the Subsidiary Guarantors, when authorized by a Board
Resolution, and the Trustee upon Company Request, 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 any covenant for the benefit of the Holders or that does not
adversely affect the interests of any such holders in any material respect 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 6.9 and 6.10
                                                    ---------------------
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
make any other provisions with respect to matters or questions arising under
this Indenture provided that such action will not adversely affect the interests
of the Holders in any material respect; or

     (f)  to secure the Securities pursuant to the requirements of this
Indenture; or

     (g)  to add any Restricted Subsidiary as an additional Subsidiary Guarantor
as provided in Section 10.13(a) hereof or to evidence the succession of another
               ----------------
Person to any Subsidiary Guarantor pursuant to Section 13.2(b) hereof 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 of such Subsidiary Guarantor; or

     (h)  to release a Subsidiary Guarantor from its Subsidiary Guarantee
pursuant to Section 13.3 hereof; or
            ------------

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

     (j)  provide for the assumption of the Company's obligations to holders of
Securities in the case of a merger or consolidation; or

                                      68
<PAGE>

     (k)  to comply with the requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the TIA.

     9.2  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

     With the consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities (which consent may, but need not,
be given in connection with any tender offer or exchange offer for the
Securities), by Act of said Holders delivered to the Company and the Trustee,
the Company, when authorized by a Board Resolution, each of the Subsidiary
Guarantors, when authorized by a Board Resolution, and the Trustee upon Company
Request, 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 will, without the consent of the Holder of each Outstanding Security
affected thereby:

     (a)  reduce the principal amount of Securities whose Holders must consent
to an amendment, supplement or waiver;

     (b)  reduce the principal of or change the Stated Maturity of the principal
of, or any installment of interest on, any Security or waive any of the
provisions with respect to the redemption of the Securities, except as provided
below with respect to Sections 10.16 and 10.17 hereof;
                      ------------------------

     (c)  reduce the rate of or change the time for payment of interest,
including Defaulted Interest, on any Security;

     (d)  waive a Default or Event of Default in the payment of principal of or
premium, if any, or interest or Liquidated Damages, if any, on the Securities
(except a rescission of acceleration of the Securities by the Holders of at
least a majority in aggregate, principal amount of the then Outstanding
Securities and a waiver of the payment default that resulted from such
acceleration);

     (e)  make any Security payable in money other than that stated in the
Securities;

     (f)  make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders of Securities to receive
payments of principal of or premium, if any, or interest or Liquidated Damages,
if any, on the Securities;

     (g)  waive a redemption payment with respect to any Security (other than a
payment required by Section 10.16 or 10.17 hereof); or
                    -------------    -----

     (h)  make any change in the rights of holders to receive payment of
principal and interest as provided in Sections 5.8, 5.13, or 10.20 hereof or in
                                               -------------------
the foregoing amendment and waiver provisions; or

     (i)  modify any provisions of this Indenture relating to the relative
ranking of the Securities or the Subsidiary Guarantees in a manner adverse to
the Holders thereof.

                                      69
<PAGE>

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

     9.3  EXECUTION OF SUPPLEMENTAL INDENTURES.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article 9 or the modifications thereby
                                         ---------
of the trusts created by this Indenture, the Trustee will be entitled to
receive, and will 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 will 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.

     9.4  EFFECT OF SUPPLEMENTAL INDENTURES.

     Upon the execution of any supplemental indenture under this Article 9, this
                                                                 ---------
Indenture will be modified in accordance therewith, and such supplemental
indenture will form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
will be bound thereby.

     9.5  CONFORMITY WITH TRUST INDENTURE ACT.

     Every supplemental indenture executed pursuant to this Article 9 will
                                                            ---------
conform to the requirements of the Trust Indenture Act as then in effect.

     9.6  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

     Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article 9 may, and will 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 will 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, and authenticated and delivered by the Trustee in
exchange for Outstanding Securities.

     9.7  NOTICE OF SUPPLEMENTAL INDENTURES AND WAIVERS.

     Promptly after (i) the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 9.2 hereof or (ii)
                                                     -----------
a waiver under Section 5.13 or 10.20 hereof becomes effective, the Company will
               ---------------------
give notice thereof to the Holders of each Outstanding Security affected, in the
manner provided for in Section 15.5 hereof, setting forth in general terms the
                       ------------
substance of such supplemental indenture or waiver, as the case may be.

                                      70
<PAGE>

     9.8   EFFECT ON SENIOR INDEBTEDNESS.

     No supplemental indenture will adversely affect the rights of the holders
of Senior Indebtedness under Article 14 hereof or the holders of Guarantor
                             ----------
Senior Indebtedness under Sections 13.8 - 13.11, 13.13 - 13.16, and 13.19 hereof
                          -----------------------------------------------
unless expressly consented to in writing by or on behalf of such holders (or by
any specified percentage of holders of a class of Senior Indebtedness or
Guarantor Senior Indebtedness, as the case may be, required to consent thereto
pursuant to the terms of the agreement or instrument creating, evidencing or
governing such Senior Indebtedness or Guarantor Senior Indebtedness as the case
may be), in which event such supplemental indenture will be binding on all
successors and assigns of such holders and on all persons who become holders of
such Senior Indebtedness or Guarantor Senior Indebtedness issued after the date
of such amendment or modification.

                                   ARTICLE 10
                                   COVENANTS

     10.1  PAYMENT OF SECURITIES.

     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 and Liquidated Damages, if any, on the Securities in The City of New
York, New York in accordance with the terms of the Securities and this
Indenture.

     10.2  MAINTENANCE OF OFFICE OR AGENCY.

     The Company will maintain in 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 Corporate Trust Office of the
Trustee will be such office or agency of the Company, unless the Company will
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
will fail to maintain any such required office or agency or will fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office, and the Company
hereby appoints the Trustee as its agent to receive all such presentation,
surrenders, notices and demands.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind any such designation. 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.

     10.3  MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

     If the Company will at any time act as its own Paying Agent, it will, on or
before 11:00 a.m. Eastern Time, on each due date of the principal of (and
                  ------------
premium, if any, on) or interest on

                                      71
<PAGE>

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 sum will 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 will have one or more Paying Agents for the
Securities, it will on or before 11:00 a.m. Eastern Time, on each due date of
                                            ------------
the principal of (and premium, if any, on), or interest on, any Securities,
deposit with a Paying Agent immediately available funds in a sum sufficient to
pay the principal (and premium, if any) or interest so becoming due, such funds
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
will promptly notify the Trustee of such action or any failure so to act.

     The Company will cause each Paying Agent (other than the Trustee) to
execute and deliver to the Trustee an instrument in which such Paying Agent will
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,), interest or Liquidated Damages, if any, on Securities in
trust for the benefit of the Persons entitled thereto until such sums will 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 will be released from all further liability with respect to such
sums.

     Subject to applicable escheat and abandoned property laws, 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 after such principal (and
premium, if any) or interest has become due and payable will be paid to the
Company on Company Request, or (if then held by the Company) will be discharged
from such trust; and the Holder of such Security will 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 Company as trustee thereof, will 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

                                      72
<PAGE>

York, notice that such money remains unclaimed and that, after a date specified
herein, which will not be less than 30 days from the date of each publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

     10.4  CORPORATE EXISTENCE.

     Except as expressly permitted by Article 98 hereof, Section 10.17 hereof or
                                      ----------         -------------
other provisions of this Indenture, the Company will 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 will not be required
to preserve any such existence of its Restricted Subsidiaries, rights or
franchises, if 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.

     10.5  PAYMENT OF TAXES AND OTHER CLAIMS.

     The Company will pay or discharge or cause to be paid or discharged, before
the same will become delinquent, (i) all material 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 (ii) all lawful claims for labor, materials and
supplies, which, if unpaid, might by law become a Lien upon the Property of the
Company or any Restricted Subsidiary; provided, however, that the Company will
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.

     10.6  MAINTENANCE OF PROPERTIES.

     The Company will 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), all as in
the judgment of the Company or such Restricted Subsidiary may be necessary so
that its or its Restricted Subsidiary's business may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section will prevent the Company or any Restricted Subsidiary from discontinuing
the maintenance of any of such Properties if such discontinuance is, in the
judgment of the Company or such Restricted Subsidiary, as the case may be,
desirable in the conduct of the business of the Company or such Restricted
Subsidiary and not disadvantageous in any material respect to the Holders.
Notwithstanding the foregoing, nothing contained in this Section 10.6 will 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.

     10.7  INSURANCE.

     The Company will at all times keep all of its, and cause its Restricted
Subsidiaries to keep their, Properties which are of an insurable nature insured
with insurers, believed by the Company to be responsible, against loss or damage
to the extent that property of similar

                                      73
<PAGE>

character and in a similar location is usually so insured by corporations
similarly situated and owning like Properties.

     The Company or any Restricted Subsidiary 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 in a
similar location and owning like Properties, as may be determined by the Board
of Directors of the Company or such Restricted Subsidiary.

     10.8  STATEMENT BY OFFICER AS TO DEFAULT.

     (a)   The company will 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, an
Officers' Certificate stating that a review of the activities of the Company and
its Restricted Subsidiaries 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 such Officer's
knowledge the Company has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and no Default or Event of Default has
occurred and is continuing (or, if a Default or Event of Default will have
occurred, describing all such Defaults or Events of Default of which such
Officer may have knowledge and what action the Company is taking or proposes to
take with respect thereto). Such Officers' Certificate will comply with TIA
Section 314(a)(4). For purposes of this Section 10.8(a), such compliance will be
                                        ---------------
determined without regard to any period of grace or requirement of notice under
this Indenture.

     (b)   The Company will, so long as any of the Securities are outstanding,
deliver to the Trustee forthwith upon any of its Officers becoming aware of any
Default or Event of Default an Officers' Certificate specifying such Default or
Event of Default and what action the Company proposes to take with respect
thereto.

     10.9  PROVISION OF FINANCIAL INFORMATION.

     The Company will 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 that the Company would be required to file
if it were subject to Section 13 or 15 of the Exchange Act.

     The Company will also (a) file with the Trustee (with exhibits), and
provide to each Holder of Securities (without exhibits), without cost to such
Holder, copies of such reports and documents within 30 days after the date on
which the Company files such reports and documents with the Commission or the
date on which the Company would be required to file such reports and documents
if the Company 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, the Company will supply at its cost copies of such reports and
documents (including any

                                      74
<PAGE>

exhibits thereto) to any Holder of Securities, securities analyst or prospective
purchaser of any Securities promptly upon written request given in accordance
with Section 15.4 hereof.
     ------------

     Delivery of such reports, information and documents to the Trustee pursuant
to this Section 10.9 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).

     10.10  LIMITATION ON RESTRICTED PAYMENTS.

     (a)    The Company will not, and will not permit any Restricted Subsidiary
to, directly or indirectly, take the following actions:

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

            (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 (1) pursuant to a Pari
     Passu Offer or out of a Net Proceeds Deficiency pursuant to Section 10.17
                                                                 -------------
     hereof or (2) upon a Change of Control to the extent (and only to the
     extent) required by the indenture or other agreement or instrument pursuant
     to which such Pari Passu Indebtedness or Subordinated Indebtedness was
     issued, provided that the Company is then in compliance with its
     obligations under Section 10.16 hereof;
                       -------------

            (iv)   declare or pay any dividend on, or make any distribution to
     the holders of, any shares of Capital Stock of any Restricted Subsidiary
     (other than payments made pro rata to all holders of such Capital Stock) or
     purchase, redeem or otherwise acquire or retire for value any Capital Stock
     of any 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); or

            (v)    make any Investment (other than any Permitted Investment);

(such payments or other actions described in (but not excluded from) clauses (i)
through (v) are collectively referred to as "Restricted Payments"), unless at
the time of and after giving effect to the proposed Restricted Payment (the
amount of any such Restricted Payment, if other than cash, will be the amount
determined by the Board of Directors of the Company, whose determination will be
conclusive and evidenced by a Board Resolution): (1) no Default or Event of
Default will

                                      75
<PAGE>

have occurred and be continuing, (2) the Company could incur $1.00 of additional
Indebtedness (excluding Permitted Indebtedness) in accordance with Section
                                                                   -------
10.12(a) hereof, and (3) the aggregate amount of all Restricted Payments
--------
declared or made after the date of the 1997 Indenture will not exceed the sum
(without duplication) of the following:

               (A)  50% of the aggregate Consolidated Net Income of the Company
          accrued on a cumulative basis during the period beginning on the first
          day of the month in which the 1997 Indenture was signed 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
          Consolidated Net Income will be a loss, minus 100% of such loss), plus

               (B)  the aggregate net cash proceeds received after the date of
          the 1997 Indenture by the Company as capital contributions to the
          Company (other than from any Restricted Subsidiary), plus

               (C)  the aggregate net cash proceeds received after the date of
          the 1997 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

               (D)  the aggregate net cash proceeds received after the date of
          the 1997 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

               (E)  the aggregate net cash proceeds received after the date of
          the 1997 Indenture by the Company from the issuance or sale (other
          than to any of its Restricted Subsidiaries) of debt securities or
          shares of Redeemable Capital Stock that have been converted into or
          exchanged for Qualified Capital Stock of the Company, together with
          the aggregate cash received by the Company at the time of such
          conversion or exchange, plus

               (F)  to the extent not otherwise included in the Company's
          Consolidated Net Income, an amount equal to the net reduction in any
          investment made by the Company and its Restricted Subsidiaries
          subsequent to the date of the 1997 Indenture in any Person resulting
          from (i) payments of interest on debt, dividends, repayments of loans
          or advances, or other transfers or distributions of property, in each
          case to the Company or any Restricted Subsidiary from any Person, and
          in an amount not to exceed the book value of such investment
          previously made in such Person that was treated as Restricted
          Payments, or (ii) the designation of any Unrestricted Subsidiary as a
          Restricted Subsidiary, in each case in an amount not to exceed the
          lesser of (x) the book value of such investment previously made in
          such Unrestricted Subsidiary that was treated as Restricted Payments,
          and (y) the fair market value of such Unrestricted Subsidiary, plus

                                      76
<PAGE>

                 (G)       $10,000,000.

     (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), (iv) and (v) below no Default or Event of Default will have
occurred and be continuing):

          (i)   the payment of any dividend on any Capital Stock of the Company
     or any Restricted Subsidiary 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 will 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 repurchase, redemption, repayment, defeasance or other
     acquisition or retirement for value of any Pari Passu Indebtedness or
     Subordinated Indebtedness (other than Redeemable Capital Stock) 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;

          (iv)   the purchase, redemption, repayment, defeasance or other
     acquisition or retirement for value of Pari Passu Indebtedness or
     Subordinated Indebtedness in exchange for, or out of the aggregate net cash
     proceeds of, a substantially concurrent incurrence (other than to a
     Restricted Subsidiary) of, Pari Passu Indebtedness or Subordinated
     Indebtedness so long as (1) the principal amount of such new Indebtedness
     does not exceed the principal amount (or, if such Pari Passu Indebtedness
     or 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 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
     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,
     (2) such new Indebtedness is pari passu with or subordinated to the
     Securities at least to the same extent as such Indebtedness so purchased,
     redeemed, repaid, defeased, acquired or retired, (3) such new Indebtedness
     has an Average Life to Stated Maturity that is longer than the Average Life
     to Stated Maturity of the Securities and such new 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)    the purchase, redemption, repayment, or other acquisition or
     retirement for value of the 1997 Securities, on a pro-rata basis with the
     Securities.

                                      77
<PAGE>

The actions described in clauses (i) and (iii) of this paragraph (b) will be
Restricted Payments that will be permitted to be taken in accordance with this
paragraph (b) but will 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) will 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 (ii), (iv) and (v) of this paragraph (b) will
be Restricted Payments that will be permitted to be taken in accordance with
this paragraph and will not reduce the amount that would otherwise be available
for Restricted Payments under clause (3) of paragraph (a). Further, the Company
or any Restricted Subsidiary may make a Restricted Payment, if at the time the
Company or any Restricted Subsidiary first incurred a commitment for such
Restricted Payment such Restricted Payment could have been made in accordance
with this Indenture; provided that all commitments incurred and outstanding will
be treated as if such commitments were Restricted Payments expended by the
Company or a Restricted Subsidiary at the time the commitments were incurred,
except that commitments incurred and outstanding which are treated as a
Restricted Payment expended by the Company or a Restricted Subsidiary and which
are terminated will no longer be treated as a Restricted Payment expended by the
Company or a Restricted Subsidiary upon the termination of such commitment for
such purposes; and provided, further, that at the time such Restricted Payment
is made no Default or Event of Default will have occurred and be continuing and
the Company could incur $1.00 of additional Indebtedness (excluding Permitted
Indebtedness) in accordance with Section 10.12(a) hereof.
                                 ----------------

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

     10.11  LIMITATION ON OTHER SENIOR SUBORDINATED INDEBTEDNESS.

     The Company will not (i) incur (as such term is defined in Section 10.12(a)
                                                                ----------------
hereof), or permit to remain outstanding, any Indebtedness (including Acquired
Indebtedness and Permitted Indebtedness) other than the Securities, that is
subordinated in right of payment to any Senior Indebtedness, unless such
Indebtedness is also pari passu with, or subordinated in right of payment to,
the Securities pursuant to subordination provisions substantially similar to
those contained in this Indenture, and (ii) permit any Subsidiary Guarantor to
incur, or to permit to remain outstanding, any Indebtedness (including Acquired
Indebtedness and Permitted Indebtedness) other than such Subsidiary Guarantor's
Subsidiary Guarantee, that is subordinated in right of payment to any Guarantor
Senior Indebtedness unless such Indebtedness is also pari

                                      78
<PAGE>

passu with, or subordinated in right of payment to, such Subsidiary Guarantee
pursuant to subordination provisions substantially similar to those contained in
this Indenture.

     10.12  INCURRENCE OF INDEBTEDNESS.

     (a)    The Company will not, and will not permit any of its Restricted
Subsidiaries to, create, incur, assume, guarantee or otherwise become directly
or indirectly liable for the payment of (collectively, "incur") any Indebtedness
(including any Acquired Indebtedness), other than Permitted Indebtedness, unless
(a) at the time of such event and after giving effect thereto on a pro forma
basis the Company's Consolidated Fixed Charge Coverage Ratio for the four full
fiscal quarters immediately preceding such event, taken as one period, would
have been at least equal to 2.5 to 1.0 and (b) no Default or Event of Default
will have occurred and be continuing at the time such additional Indebtedness is
incurred or would occur as a consequence of the incurrence of the additional
Indebtedness.

     (b)    The amount of any guarantees by the Company or any Restricted
Subsidiary of any Indebtedness of the Company or one or more Restricted
Subsidiaries will not be deemed to be outstanding or incurred for purposes of
this Section 10.12 hereof in addition to the amount of Indebtedness which it
     -------------
guarantees.

     10.13  LIMITATION ON GUARANTEES OF INDEBTEDNESS BY RESTRICTED SUBSIDIARIES.

     (a)    The Company will not permit any Restricted Subsidiary that is not a
Subsidiary Guarantor to guarantee the payment of any Indebtedness of the Company
unless: (a) (1) such Restricted Subsidiary simultaneously executes and delivers
a supplemental indenture to this Indenture 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
(2) with respect to any guarantee of Subordinated Indebtedness by a Restricted
Subsidiary, any such guarantee will be subordinated to such Restricted
Subsidiary's Subsidiary Guarantee at least to the same extent as such
Subordinated Indebtedness is subordinated to the Securities; (b) 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 (c) such Restricted Subsidiary will 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 may be limited
by bankruptcy, insolvency or similar laws (including, without limitation, all
laws relating to fraudulent transfers) and except insofar as enforcement thereof
is subject to general principles of equity; provided that this paragraph (i)
will not be applicable to any guarantee of any Restricted Subsidiary that (x)
existed at the time such Person became a Restricted Subsidiary of the Company
and (y) was not incurred in connection with, or in contemplation of, such Person
becoming a Restricted Subsidiary of the Company.

                                      79
<PAGE>

     (b)    Notwithstanding the foregoing and the other provisions of this
Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant
to this Section 10.13 will provide by its terms that it will be automatically
        -------------
and unconditionally released and discharged upon the terms and conditions set
forth in Section 13.3 hereof.
         ------------

     10.14  LIMITATION ON ISSUANCE AND SALE OF CAPITAL STOCK BY RESTRICTED
SUBSIDIARIES.

     The Company (i) will not permit any Restricted Subsidiary to issue any
Capital Stock (other than to the Company or a Restricted Subsidiary) and (ii)
will not permit any Person (other than the Company or a Restricted Subsidiary)
to own any Capital Stock of any Restricted Subsidiary, except, in each case, for
(a) directors' qualifying shares, (b) Capital Stock of a Restricted Subsidiary
organized in a foreign jurisdiction required to be issued to, or owned by, the
government of such foreign jurisdiction or individual or corporate citizens of
such foreign jurisdiction in order for such Restricted Subsidiary to transact
business in such foreign jurisdiction, (c) a sale of Capital Stock of a
Restricted Subsidiary effected in accordance with Sections 10.10 and 10.17
                                                  ------------------------
hereof, (d) the issuance of Capital Stock by a Restricted Subsidiary to a Person
other than the Company or a Restricted Subsidiary which issuance was made in
accordance with Sections 10.10 and 10.17 hereof and (e) the Capital Stock of a
                ------------------------
Restricted Subsidiary owned by a Person at the time such Restricted Subsidiary
became a Restricted Subsidiary or acquired by such Person in connection with the
formation of the Restricted Subsidiary; provided, however, that any Capital
Stock retained by the Company or a Restricted Subsidiary in the case of clauses
(c), (d) or (e) will be treated as an Investment for purposes of Section 10.10,
                                                                 -------------
if the amount of such Capital Stock represents less than a majority of the
Voting Stock of such Restricted Subsidiary.

     10.15  LIMITATION ON LIENS.

     The Company will not and will not permit any Restricted Subsidiary to,
directly or indirectly, create, incur, assume or suffer to exist any Lien of any
kind, except for Permitted Liens, upon any of their respective Properties,
whether owned prior to or acquired after the date of the 1997 Indenture, or any
income or profits therefrom to secure any Pari Passu Indebtedness or
Subordinated Indebtedness, unless prior to or contemporaneously therewith the
Securities are directly secured equally and ratably, provided that (i) if such
secured Indebtedness is Pari Passu Indebtedness, the Lien securing such Pari
Passu Indebtedness will be subordinate and junior to, or pari passu with, the
Lien securing the Securities and (ii) if such secured Indebtedness is
Subordinated Indebtedness, the Lien securing such Subordinated Indebtedness will
be subordinate and junior to the Lien securing the Securities at least to the
same extent as such Subordinated Indebtedness is subordinated to the Securities.

     10.16  PURCHASE OF SECURITIES UPON CHANGE OF CONTROL.

     (a)    Upon the occurrence of a Change of Control, each Holder of
Securities will have the right to require the Company to repurchase all or any
part, (equal to $1,000 or an integral part thereof) of such holder's Securities,
pursuant to the offer described in Section 10.16(b) hereof (the "Change of
                                   ----------------
Control Offer") at an offer price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest and Liquidated
Damages, if any, (the

                                      80
<PAGE>

"Change of Control Purchase Price"), to the date of purchase (the "Change of
Control Payment Date"). 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 or a higher 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)  Within 30 calendar days after the date of any Change of Control, the
Company or the Trustee at the request and the expense of the Company, will send
to each Holder, in the manner provided in Section 15.5 a notice (the "Change of
                                          ------------
Control Notice") prepared by the Company describing the transaction or
transactions that constitute the Change of Control and stating:

          (i)     that a Change of Control has occurred and a Change of Control
     Offer is being made pursuant to this Section 10.16, and that all Securities
                                          -------------
     that are timely tendered will be accepted for payment;

          (ii)    the Change of Control Purchase Price and the Change of Control
     Payment Date, which date will be a Business Day no earlier than 30 calendar
     days nor later than 60 calendar days subsequent to the date such notice is
     mailed;

          (iii)   that any Securities or portions thereof not tendered or
     accepted for payment will continue to accrue interest;

          (iv)    that, unless the Company defaults in the payment of the Change
     of Control Purchase Price with respect thereto, all Securities or portions
     thereof accepted for payment pursuant to the Change of Control Offer will
     cease to accrue interest from and after the Change of Control Payment Date;

          (v)     that any Holder electing to have any Securities or portions
     thereof purchased pursuant to a Change of Control Offer will be required to
     surrender such Securities, with the form to elect purchase by the Company
     pursuant to this Section 10.16 completed, to the Paying Agent at the
                      -------------
     address specified in the notice, prior to the close of business on the
     third Business Day preceding the Change of Control Payment Date;

          (vi)    that any Holder will be entitled to withdraw such election if
     the Paying Agent receives, not later than the close of business on the
     second Business Day preceding the Change of Control Payment Date, a
     facsimile transmission or letter, setting forth the name of the Holder, the
     principal amount of Securities delivered for purchase and a statement that
     such Holder is withdrawing such Holder's election to have such Securities
     or portions thereof purchased pursuant to the Change of Control Offer;

          (vii)   that any Holder electing to have Securities purchased pursuant
     to the Change of Control offer must specify the principal amount that is
     being tendered for purchase, which principal amount must be $1,000 or an
     integral multiple thereof;

          (viii)  if Definitive Securities have been issued pursuant to Section
                                                                        -------
     3.5, that any Holder of Definitive Securities whose Definitive Securities
     ---
     are being purchased only in

                                      81
<PAGE>

     part will be issued new Definitive Securities equal in principal amount to
     the unpurchased portion of the Definitive Securities surrendered, which
     unpurchased portion will be equal in principal amount to $1,000 or an
     integral multiple thereof; and

          (ix)  any other information necessary to enable any Holder to tender
     Securities and to have such Securities purchased pursuant to this Section
                                                                       -------
     10.16.
     -----

     (c)  On the Change of Control Payment Date, the Company will, to the extent
lawful: (a) accept for payment all Securities or portions thereof properly
tendered pursuant to the Change of Control Offer; (b) irrevocably deposit with
the Paying Agent, by 11:00 a.m. Eastern Time, on such date, in immediately
                                ------------
available funds, an amount equal to the Change of Control Purchase Price in
respect of all Securities or portions thereof so accepted; and (c) deliver or
cause to be delivered to the Trustee the Securities so accepted together with an
Officers' Certificate stating the aggregate principal amount of Securities or
portions thereof being purchased by the Company. The Paying Agent will promptly
mail, in the manner provided in Section 15.5, to each Holder of Securities or
                                ------------
portions thereof so accepted for payment the Change of Control Purchase Price
for such Securities or portions thereof. The Company will publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date. For purposes of this Section 10.16, the Trustee
                                                     -------------
will act as the Paying Agent.

     (d)  Upon surrender and cancellation of a Definitive Security that is
purchased in part pursuant to the Change of Control Offer, the Company will
promptly issue and the Trustee will authenticate and mail (or cause to be
transfered by book entry) to the surrendering Holder of such Definitive Security
a new Definitive Security equal in principal amount to any unpurchased portion
of the surrendered Definitive Security, if any; provided that each such new
Definitive Security will be in a principal amount of $1,000 or an integral
multiple thereof.

     (e)  The Company will comply with Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable, in the event that a Change of Control occurs and the
Company is required to purchase Securities as described in this Section 10.16.
                                                                -------------
To the extent that the provisions of any securities laws or regulations conflict
with the provisions relating to the Change of Control Offer, the Company will
comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this Section 10.16 by virtue
                                                   -------------
thereof.

     (f)  Prior to complying with the provisions of this Section 10.16, but in
                                                         -------------
any event within 30 days following a Change of Control, the Company will either
repay all outstanding Senior Indebtedness or obtain the requisite consents, if
any, under all agreements governing outstanding Senior Indebtedness to permit
the repurchase of Securities required by this Section 10.16.
                                              -------------

     10.17  DISPOSITION OF PROCEEDS OF ASSET SALES.

     (a)  The Company will not, and will 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 (as determined by the

                                      82
<PAGE>

Board of Directors of the Company, whose determination shall be conclusive and
evidenced by a Board Resolution); (ii) at least 80% 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 or properties used
in the Oil and Gas Business of the Company and its Restricted Subsidiaries; and
(iii) the Company delivers to the Trustee an Officers' Certificate (which
Officers' Certificate shall be conclusive) certifying that such Asset Sale
complies with clauses (i) and (ii) of this Section 10.17(a). The amount (without
                                                   --------
duplication) of any Indebtedness (other than Subordinated Indebtedness or Pari
Passu Indebtedness) of the Company or such Restricted Subsidiary that is
expressly assumed by the transferee in such Asset Sale and with respect to which
the Company or such Restricted Subsidiary, as the case may be, is
unconditionally released by the holder of such Indebtedness, will be deemed to
be cash or Cash Equivalents for purposes of clause (ii) and will also be deemed
to constitute a repayment of, and a permanent reduction in, the amount of such
Indebtedness for purposes of the following paragraph.

     (b)  If the Company or any Restricted Subsidiary engages in an Asset Sale,
the Company or such Restricted Subsidiary may either, no later than 365 days
after such Asset Sale, (a) apply all or any of the Net Cash Proceeds therefrom
to repay Indebtedness (other than Subordinated Indebtedness or Pari Passu
Indebtedness) of the Company or any Restricted Subsidiary, provided in each
case, that the related loan commitment (if any) is thereby permanently reduced
by the amount of such Indebtedness so repaid, or (b) invest all or any part of
the Net Cash Proceeds thereof in properties and assets that will be used in the
Oil and Gas Business of the Company or its Restricted Subsidiaries, as the case
may be. The amount of such Net Cash Proceeds not applied or invested as provided
in this paragraph (after the period specified in this paragraph) will constitute
"Excess Proceeds."

     (c)  When the aggregate amount of Excess Proceeds equals or exceeds
$10,000,000 (the "Trigger Date"), the Company will make an offer to purchase,
from all Holders of the Securities and holders of 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 such Pari Passu Indebtedness equal to such Excess Proceeds as follows:

          (i) Not later than the 30th day following the Trigger Date, the
     Company shall (1) give to the Trustee in the manner provided in Section
                                                                     -------
     15.4 hereof and each Holder of the Securities in the manner provided in
     ----
     Section 15.5 hereof, a 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
     any such Pari Passu Indebtedness (subject to proration in the event such
     amount is less than the aggregate Offered Price (as hereinafter defined) of
     all Securities tendered), and (2) to the extent required by any such Pari
     Passu Indebtedness and provided there is a permanent reduction in the
     principal amount of such Pari Passu Indebtedness, the Company will make an
     offer to purchase such Pari Passu Indebtedness (a "Pari Passu Offer") in an
     amount (the "Pari Passu

                                      83
<PAGE>

     Indebtedness Amount") equal to the excess of the Excess Proceeds over the
     Payment Amount.

          (ii)  The offer price for the Securities will be payable in cash in an
     amount equal to 100% of the aggregate principal amount of the Securities
     tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest
     and Liquidated Damages thereon, if any, to the date such Net Proceeds Offer
     is consummated (the "Offered Price"), in accordance with paragraph (iv) 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, or a portion thereof, for general corporate purposes,
     subject to the limitations of Section 10.10 hereof.
                                   -------------

          (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 by the Trustee based
     on the aggregate principal amount of Securities so tendered. Upon
     completion of a Net Proceeds Offer and a Pari Passu Offer, the amount of
     Excess Proceeds will be reset to zero.

          (iv)  The Purchase Notice will set forth a purchase date (the "Net
     Proceeds Payment Date"), which will be on a Business Day no earlier than 30
     days nor later than 60 days from the Trigger Date. The Purchase Notice will
     also state (1) 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 (c), (2) 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, (3) that any Security, or portion thereof, not tendered or
     accepted for payment will continue to accrue interest, (4) that, unless the
     Company defaults in depositing money with the Paying Agent in accordance
     with the last paragraph of clause (iv) of this Section 10.17, or payment is
                                                    -------------
     otherwise prevented, any Security, or portion thereof, accepted for payment
     pursuant to the Net Proceeds Offer will cease to accrue interest after the
     Net Proceeds Payment Date, and (5) the instructions a Holder must follow in
     order to have his Securities repurchased in accordance with paragraph (iv)
     of this Section.

     (d)  Holders electing to have Securities purchased will be required to
surrender such Securities to the Paying Agent at the address specified in the
Purchase Notice prior to the close of business on the third Business Days prior
to the Net Proceeds Payment Date. Holders will be entitled to withdraw their
election if the Paying Agent receives, not later than the close of business on
the second Business Days prior to the Net Proceeds Payment Date, a facsimile
transmission or letter setting forth the name of the Holder, the 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 of Definitive Securities
whose Securities are purchased only in part will be issued new Securities

                                      84
<PAGE>

equal in principal amount to the unpurchased portion of the Securities
surrendered, which unpurchased portion will be equal to $1,000 or an integral
multiple thereof.

     On the Net Proceeds Payment Date, the Company will (1) accept for payment
Securities or portions thereof validly 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, (2) irrevocably deposit with the
Paying Agent by 11:00 a.m. Eastern Time, immediately available funds 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 (3) deliver or cause to be delivered to the Trustee the Securities so
accepted. The Paying Agent will promptly send, in the manner provided in Section
                                                                         -------
15.5, to Holders of the Securities so accepted payment in an amount equal to the
----
purchase price, and the Company will execute and the Trustee will 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 will 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 10.17, the Trustee will act
                                            -------------
as the Paying Agent.

     (e)  The Company will not and will not permit any Restricted Subsidiary to
enter into or suffer to exist any agreement that would place any restriction of
any kind (other than pursuant to law or regulation) on the right of the Company
to make a Net Proceeds Offer following any Asset Sale. The Company will comply
with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder, if applicable, in the event that an
Asset Sale occurs and the Company is required to purchase Securities as
described in this Section 10.17. To the extent that the provisions of any
                  -------------
securities laws or regulations conflict with the provisions relating to the Net
Proceeds Offer, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under this
Section 10.17 by virtue thereof.
-------------

     10.18  LIMITATION ON TRANSACTIONS WITH AFFILIATES.

     The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or suffer to exist any
transaction or series of related transactions (including. without limitation,
the sale, purchase, exchange or lease of Property or services) with any
Affiliate of the Company (other than the Company or a Restricted Subsidiary)
unless: (i) such transaction or series of related transactions is on terms that
are no less favorable to the Company or such Restricted Subsidiary, as the case
may be, than would be available in a comparable transaction in arm's length
dealings with an unrelated third party, (ii) with respect to a transaction or
series of related transactions involving payments in excess of $1,000,000 in the
aggregate, the Company delivers an Officers' Certificate to the Trustee
certifying that such transaction complies with clause (i) above, (iii) with
respect to a transaction or series of transactions involving payments in excess
of $5,000,000 but less than $15,000,000 in the aggregate, the Company delivers
an Officers' Certificate to the Trustee certifying that (a) such transaction or
series of related transactions complies with clause (i) above and (b) such
transaction or series of related transactions will have been approved by a
majority of the Disinterested Directors of the Company, and (iv) with respect to
a transaction or series of

                                      85
<PAGE>

transactions involving payments of $15,000,000 or more in the aggregate, the
Company delivers an Officers' Certificate to the Trustee certifying that (a)
such transaction or series of related transactions complies with clause (i)
above, (b) such transaction or series of related transactions will have been
approved by a majority of the Disinterested Directors of the Company and (c) the
Company will have received the written opinion of a firm of investment bankers
nationally recognized in the United States that such transaction or series of
transactions is fair, from a financial point of view, to the Company or such
Restricted Subsidiary; provided, however, that the foregoing restriction will
not apply to: (1) the provision of services and payments under the Master
Services Agreement so long as such agreement (including any modifications
thereof or amendments thereto entered into on or after the date of this
Indenture) has been approved by a majority of the independent directors of the
Board of Directors of the Company, (2) 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 past practices of the Company and its
Restricted Subsidiaries in an aggregate amount not to exceed $3,000,000
outstanding at any one time, (3) the payment of reasonable and customary regular
fees to directors of the Company or any of its Restricted Subsidiaries who are
not employees of the Company or any Affiliate, (4) the Company's employee
compensation and other benefit arrangements, or (5) indemnities of officers and
directors of the Company or any Subsidiary consistent with such Person's bylaws
and applicable statutory provisions.

     10.19  LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING
RESTRICTED SUBSIDIARIES.

     The Company will not, and will 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: (i) pay dividends, in cash or otherwise, or
make any other distributions on or in respect of its Capital Stock to the
Company or any other Restricted Subsidiary; (ii) pay any Indebtedness owed to
the Company or any other Restricted Subsidiary; (iii) make an investment in the
Company or any other Restricted Subsidiary; or (iv) transfer any of its
Properties to the Company or any other Restricted Subsidiary, except in each
instance for such encumbrances or restrictions pursuant to: (a) this Indenture,
the 1997 Indenture, or the Credit Facility; (b) any other agreement in effect as
of the date of this Indenture; (c) 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 of any
other Person, other than the Person or the Properties of the Person, so
acquired; (d) customary restrictions in leases and licenses relating to the
Property covered thereby and entered into in the ordinary course of business; or
(e) any agreement that extends, renews, refinances or replaces the agreements
containing restrictions in the foregoing clauses (a) through (d), provided that
in the case of such agreements referenced in clauses (b) through (d) above, 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, and
except with respect to clause (iv) only, (1) restrictions in the form of Liens
which are not prohibited under Section 10.15 and which contain customary
                               -------------
limitations on the transfer of collateral and (2) customary restrictions
contained in asset sale agreements limiting the transfer of such assets pending
the closing of such sale.

                                      86
<PAGE>

     10.20  WAIVER OF CERTAIN COVENANTS.

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 10.5 - 10.12, 10.14, 10.15, 10.18,
                                    -------------------------------------------
and 10.19 hereof if, before or after the time for such compliance, the Holders
---------
of at least a majority in aggregate 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 will extend to or
affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver will become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term, provision or
condition will remain in full force and effect.

     10.21  LIMITATION ON RESTRICTIVE COVENANTS

     Notwithstanding any other provision of this Indenture, the restrictive
covenants set forth herein, including, without limitation, those described under
Section 10.10 hereof, shall be and shall be deemed limited to the extent
necessary so that the creation, existence and effectiveness of such restrictive
covenants shall not result in a breach of Section 10.19 of the 1997 Indenture,
which limits dividend and other payment restrictions affecting certain
subsidiaries of the Company.



                                  ARTICLE 11
                           REDEMPTION OF SECURITIES

     11.1   RIGHT OF REDEMPTION.

     The Securities may be redeemed, at the election of the Company, as a whole
or from time to time in part, at any time on or after April 1, 2002, upon not
less than 30 nor 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) set forth below, together with accrued and
unpaid interest and Liquidated Damages, if any, to the applicable Redemption
Date.

     Year                                                           Percentage
     ----                                                           ----------
     2002......................................................     105.4375%
     2003......................................................     103.6250%
     2004......................................................     101.8125%
     2005 and thereafter.......................................     100.0000%


     11.2   APPLICABILITY OF ARTICLE.

     Redemption of securities at the election of the Company or otherwise, as
permitted or required by any provision of this Indenture, will be made in
accordance with such provision and this Article 11.
                                        ----------

     11.3   ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                                      87
<PAGE>

     The election of the Company to redeem any Securities pursuant to Section
                                                                      -------
11.1 hereof will be evidenced by a Board Resolution. In case of any redemption
----
at the election of the Company, the Company will, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice will be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities to be redeemed and will deliver to the
Trustee such documentation and records as will enable the Trustee to select the
Securities to be redeemed pursuant to Section 11.4 hereof. Any election to
                                      ------------
redeem Securities will be revocable until the Company gives a notice of
redemption pursuant to Section 11.5 hereof to the Holders of Securities to be
                       ------------
redeemed.

     11.4 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

     If less than all the Securities are to be redeemed, the particular
Securities to be redeemed will 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 or by any other method
as the Trustee will 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 will be in integral multiples of
$1,000.

     The Trustee will 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 will 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.

     11.5 NOTICE OF REDEMPTION.

     Notice of redemption will be given in the manner provided for in Section
                                                                      -------
15.5 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 will 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;

     (d)  that on the Redemption Date the Redemption Price (together with
accrued interest, if any, to the Redemption Date payable as provided in Section
                                                                        -------
11.7 hereof) will become due and payable upon each such Security, or the portion
----
thereof, to be redeemed, and that, unless

                                      88
<PAGE>

the Company will default in the payment of the Redemption Price and any
applicable accrued interest, interest thereon will cease to accrue on and after
said date;

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

     (f)  the CUSIP number, if any.

     Notice of redemption of Securities to be redeemed at the election of the
Company will 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 will not
affect the validity of any proceedings for the redemption of other securities.

     11.6 DEPOSIT OF REDEMPTION PRICE.

     On or before 11:00 a.m. Eastern Time, on any Redemption Date, the Company
                             ------------
will 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 10.3 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.

     11.7 SECURITIES PAYABLE ON REDEMPTION DATE.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed will, 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 will default in the payment of the Redemption Price and accrued and
unpaid interest) such Securities will cease to bear interest. Upon surrender of
any such Security for redemption in accordance with said notice, such Security
will 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 will 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
                                                                     -------
3.11 hereof.
----

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

     11.8 SECURITIES REDEEMED IN PART.

     Any Security which is to be redeemed only in part will be surrendered at
the office or agency of the Company maintained for such purpose pursuant to
Section 10.2 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 will execute, and the
Trustee will authenticate and deliver to the Holder of such Security without
service charge, a new

                                      89
<PAGE>

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 12
                           DEFEASANCE AND DISCHARGE

     12.1 COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

     The Company may, at its option by Board Resolution, at any time, elect to
have either Section 12.2 or 12.3 hereof be applied to all Outstanding
            --------------------
Securities, upon compliance with the conditions set forth below in this Article
                                                                        -------
12.
--

     12.2 DEFEASANCE AND DISCHARGE.

     Upon the Company's exercise under Section 12.1 hereof of the option
                                       ------------
applicable to this Section 12.2. the Company and the Subsidiary Guarantors will
                   ------------
be deemed to have been discharged from their respective obligations with respect
to all Outstanding Securities on the date the conditions set forth in Section
                                                                      -------
12.4 hereof are satisfied (hereinafter, "legal defeasance"). For this purpose,
----
such legal defeasance means that the Company and the Subsidiary Guarantors will
be deemed (i) to have paid and discharged their respective obligations under the
Outstanding Securities; provided, however, that the Securities will continue to
be deemed to be "Outstanding" for purposes of Section 12.5 hereof and the other
                                              ------------
Sections of this Indenture referred to in clauses (a) and (b) below, and (ii) 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 and direction of the Company, will execute proper instruments
acknowledging the same), except for the following which will survive until
otherwise terminated or discharged hereunder: (a) the rights of Holders of
Outstanding Securities to receive, solely from the trust fund described in
Section 12.4 hereof and as more fully set forth in such Section, payments in
------------
respect of the principal of (and premium if any, on), interest and Liquidated
Damages, if any, 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), (b) the respective obligations of the Company
and the Subsidiary Guarantors under Sections 3.3, 3.5, 3.6, 3.9, 3.13, 5.8,
                                             ------------------------------
5.14, 6.6, 6.9, 6.10, 10.2, 10.3, 13.1 (to the extent it relates to the
--------------------------------------
foregoing Sections and this Article 12), 13.4 and 13.5 hereof, (c) the rights,
                            ----------   ----     ----
powers, trusts, duties and immunities of the Trustee hereunder, and (d) the
obligations of the Company and the Subsidiary Guarantors under this Article 12.
                                                                    ----------
Subject to compliance with this Article 12, the Company may exercise its option
                                ----------
under this Section 12.2 notwithstanding the prior exercise of its option under
           ------------
Section 12.3 hereof with respect to the Securities.
------------

     12.3 COVENANT DEFEASANCE.

     Upon the Company's exercise under Section 12.1 hereof of the option
                                       ------------
applicable to this Section 12.3, the Company and each Subsidiary Guarantor will
                   ------------
be released from their respective obligations under any covenant contained in
Article 9, in Sections 10.5 - 10.20 and in Section 13.2 hereof with respect to
---------     ---------------------        ------------
the Outstanding Securities on and after the date the conditions set

                                      90
<PAGE>

forth below are satisfied (hereinafter, "covenant defeasance"), and the
Securities will 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 will
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 and each Subsidiary Guarantor may omit to comply with
and will 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 will not constitute a Default or an Event of Default
under Section 5.1(c), 5.1(d), 5.1(e), 5.1(g) hereof, but, except as specified
      --------------------------------------
above, the remainder of this Indenture and such Securities will be unaffected
thereby.

     12.4 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

     The following will be the conditions to application of either Section 12.2
                                                                   ------------
or 12.3 hereof to the Outstanding Securities:
-------

     (a)  The Company or any Subsidiary Guarantor must irrevocably deposit or
cause to be deposited with the Trustee (or another trustee satisfying the
requirements of Section 6.7 hereof who will agree to comply with the provisions
                -----------
of this Article 12 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, (a) cash in
U.S. Dollars in an amount, or (b) 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 (c) 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 will be applied by the Trustee (or other qualifying
trustee) to pay and discharge, the principal of (and premium, if any, on) and
interest and Liquidated Damages, if any, on the Outstanding Securities on the
Stated Maturity thereof (or Redemption Date, if applicable), provided that the
Trustee will have been irrevocably instructed in writing by the Company to apply
such money or the proceeds of such U.S. Government Obligations to said payment
with respect to the Securities. Before such a deposit, the Company may give to
the Trustee, in accordance with Section 11.3 hereof, a notice of its election to
                                ------------
redeem all of the Outstanding Securities at a future date in accordance with
Article 13 hereof, which notice will be irrevocable. Such irrevocable redemption
----------
notice, if given, will be given effect in applying the foregoing. For this
purpose, "U.S. Government Obligations" means securities that are (1) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (2) 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 United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
will also include a depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act of 1933, as amended), 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
amount of the holder of such depository receipt, provided that (except as

                                      91
<PAGE>

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 will have
occurred and be continuing on the date of such deposit or, insofar as Sections
                                                                      --------
5.1(h) and 5.1(i) are concerned, at any time during the period ending on the
-----------------
91st day after the date of such deposit.

     (c) Such legal defeasance or covenant defeasance will 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 or any Subsidiary Guarantor.

     (d) Such legal defeasance or covenant defeasance will not result in a
breach or violation of, or constitute a default under any 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 12.2 hereof the Company will
                                          ------------
have delivered to the Trustee an Opinion of Counsel stating that (a) the Company
has received from, or there has been published by, the Internal Revenue Service
a ruling, or (b) 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 (1) such Opinion of Counsel will also state that such ruling or
applicable law is consistent with the conclusions reached in such Opinion of
Counsel and (2) the Trustee will be under no obligation to investigate the basis
of correctness of such ruling).

     (f) In the case of an election under Section 12.3 hereof, the Company will
                                          ------------
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders or the Outstanding Securities will not recognize income 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 (in the case of Legal Defeasance, such opinion must refer to and be
based upon a published ruling of the Internal Revenue Service or a change in
applicable federal income tax laws).

     (g) The Company will have delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, which, taken together, state that all conditions
precedent provided for relating to either the legal defeasance under Section
                                                                     -------
12.2 hereof or the covenant defeasance under Section 12.3 (as the case may be)
----                                         ------------
have been complied with.

                                      92
<PAGE>

     12.5 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 10.3 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 12.5, the "Trustee") pursuant to Section 12.4 hereof in respect of the
------------                             ------------
Outstanding Securities will 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 will 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 12.4 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 12 to the contrary notwithstanding, the Trustee
                      ----------
will 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 12.4
                                                               ------------
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 12.
                                    ----------

     12.6 REINSTATEMENT.

     If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 12.5 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 the Subsidiary Guarantors' obligations
under this Indenture and the Securities will be revived and reinstated as though
no deposit had occurred pursuant to Section 12.2 or 12.3 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 12.5 hereof; provided, however, that if
                              ------------
the Company or any Subsidiary Guarantor makes any payment of principal of (or
premium if any, on), interest or Liquidated Damages, if any, on any Security
following the reinstatement of its obligations, the Company or such Subsidiary
Guarantor will 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.

                                  ARTICLE 13
                             SUBSIDIARY GUARANTEES

     13.1 UNCONDITIONAL GUARANTEE.

     Each Subsidiary Guarantor hereby unconditionally, jointly and severally,
guarantees (each such guarantee being referred to herein as this "Subsidiary
Guarantee," with all such guarantees being referred to herein as the "Subsidiary
Guarantees") to each Holder of Securities

                                      93
<PAGE>

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:

     (1) the principal of (and premium, if any, on), interest and Liquidated
Damages, if any, 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

     (2) 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 (i) and (ii) above, to the limitations set forth
in Section 13.4 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. Each Subsidiary Guarantor
hereby agrees that its obligations hereunder will, to the extent permitted by
law 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 hereby waves, to the extent permitted by law, diligence,
presentment, demand of payment, filing of claim 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 covenants
that its Subsidiary Guarantee will not be discharged except by complete
performance of the obligations contained in the Securities, this Indenture and
in this 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, this Subsidiary Guarantee,
to the extent theretofore discharged, will be reinstated in full force and
effect. Each Subsidiary Guarantor agrees it will not be entitled to enforce any
right of subrogation in relation to the Holders in respect of any obligations
guaranteed, hereby until payment in full of all obligations guaranteed hereby.
Each Subsidiary Guarantor further agrees that, as between each Subsidiary
Guarantor, on the one hand, and the Holders and the Trustee, on the other hand,
(a) the maturity of the obligations guaranteed hereby may be accelerated as
provided in Article 7 hereof for the purposes of this Subsidiary Guarantee,
            ---------
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (b) in the
event of any acceleration of such obligations as provided in Article 7 hereof,
                                                             ---------
such obligations (whether or not due and payable) will forthwith become due and
payable by each Subsidiary Guarantor for the purpose of this Subsidiary
Guarantee.

                                      94
<PAGE>

     13.2 SUBSIDIARY GUARANTOR MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

     (a)  Except as set forth in Article 8 hereof, nothing contained in this
                                 ---------
Indenture or in any of the Securities will prevent any consolidation or merger
of a Subsidiary Guarantor with or into the Company or another Subsidiary
Guarantor or will prevent any sale, conveyance or other disposition of all or
substantially all the Properties of a Subsidiary Guarantor to the Company or
another Subsidiary Guarantor.

     (b)  Except as set forth in Article 8 hereof, nothing contained in this
                                 ----------
Indenture or in any of the Securities will prevent any consolidation or merger
of a Subsidiary Guarantor with or into a Person other than the Company or
another 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 will be a party or parties, or will
prevent any sale, conveyance or other disposition of all or substantially all
the Properties of a Subsidiary Guarantor 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
(a) immediately after such transaction, and giving effect thereto, no Default or
Event of Default will have occurred as a result of such transaction and be
continuing, (b) such transaction will not violate any of the covenants of
Sections 10.1 - 10.19 hereof and (c) each Subsidiary Guarantor hereby covenants
---------------------
and agrees that, upon any such consolidation, merger, sale, conveyance or other
disposition, such Subsidiary Guarantor's Subsidiary Guarantee set forth in this
Article 13 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, will be expressly
assumed (in the event that the Subsidiary Guarantor is not the surviving
corporation in a 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 will have merged, or by
the Person that will have acquired such Property (except to the extent the
following Section 13.3 would result in the release of such Subsidiary Guarantee,
          ------------
in which case such surviving Person or transferee of such Property will not have
to execute any such supplemental indenture and will not have to assume such
Subsidiary Guarantor's Subsidiary Guarantee). In the case of any such
consolidation, merger, sale, conveyance or other disposition 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 will succeed to
and be substituted for the Subsidiary Guarantor with the same effect as if it
had been named herein as the initial Subsidiary Guarantor.

     13.3 RELEASE OF SUBSIDIARY GUARANTORS.

     Upon the sale or disposition (by merger or otherwise) of a Subsidiary
Guarantor (or all or substantially all of its Properties) to a Person other than
the Company or another Subsidiary Guarantor and pursuant to a transaction that
is otherwise in compliance with the terms of this Indenture, including but not
limited to the provisions of Section 13.2 hereof or pursuant to Article 8
                             ------------                       ---------
hereof, such Subsidiary Guarantor will be deemed released from its Subsidiary
Guarantee and all related obligations under this Indenture; provided, however,
that any such

                                      95
<PAGE>

termination will occur only to the extent that all obligations of such
Subsidiary Guarantor under all of its Guarantees of, and under all of its
pledges of assets or other security interests which secure, other Indebtedness
of the Company or any other Restricted Subsidiary will also terminate upon such
sale or other disposition. The Trustee will 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.

     Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary
in accordance with the provisions of this Indenture will be released from its
Subsidiary Guarantee and all related obligations under this Indenture for so
long as it remains an Unrestricted Subsidiary. The Trustee will deliver an
appropriate instrument evidencing such release upon its receipt of the Board
Resolution designating such Subsidiary Guarantor as an Unrestricted Subsidiary.

     Notwithstanding any other provision of this Indenture, each Subsidiary
Guarantor will be deemed released from its respective Subsidiary Guarantee and
all related obligations under this Indenture in the event that all obligations
of such Subsidiary Guarantor under the guarantee which resulted in the creation
of such Subsidiary Guarantee will also terminate, except a termination,
discharge or release of such guarantee by or as a result of, payment under such
guarantee. The Trustee will deliver an appropriate instrument evidencing such
release upon receipt of a Company Request accompanied by an Officer's
Certificate and Opinion of Counsel certifying that all such obligations of such
Subsidiary Guarantee have terminated.

     Any Subsidiary Guarantor not released in accordance with this Section 13.3
                                                                   ------------
will remain liable for the full amount of principal of (and premium, if any, on)
and interest on the Securities as provided in this Article 13.
                                                   ----------

     13.4 LIMITATION OF SUBSIDIARY GUARANTORS' LIABILITY.

     Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby
confirm 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 the Federal Bankruptcy Code,
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
any similar federal or state law. To effectuate the foregoing intention, the
Holders and each Subsidiary Guarantor hereby irrevocably agree that the
obligations of such Subsidiary Guarantor under its Subsidiary Guarantee will 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 13.5 hereof, result in the
                                        ------------
obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not
constituting such a fraudulent conveyance or fraudulent transfer. This Section
                                                                       -------
13.4 is for the benefit of the creditors of each Subsidiary Guarantor.
----

                                      96
<PAGE>

     13.5 CONTRIBUTION.

     In order to provide for just and equitable contribution among the
Subsidiary Guarantors, the Subsidiary Guarantors 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 will
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.

     13.6 EXECUTION AND DELIVERY OF NOTATIONS OF SUBSIDIARY GUARANTEES.

     To evidence its Subsidiary Guarantee set forth in Section 13.1 hereof, each
                                                       ------------
Subsidiary Guarantor hereby agrees to execute the notations of Subsidiary
Guarantees in substantially the form set forth in Exhibit A hereto to be
                                                  ---------
endorsed on all Securities ordered to be authenticated and delivered by the
Trustee and each Subsidiary Guarantor agrees that this Indenture will be
executed on behalf of such Subsidiary Guarantor by its President or one of its
Vice Presidents. Each Subsidiary Guarantor hereby agrees that its Subsidiary
Guarantee set forth in Section 13.1 hereof will 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 will be signed
on behalf of each Subsidiary Guarantor by its President or one of its Vice
Presidents (each of whom will, in each case, have been duly authorized by all
requisite corporate action) 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, will constitute due delivery of the Subsidiary
Guarantee set forth in this Indenture on behalf of such Subsidiary Guarantor.
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 will
have signed the notation of Subsidiary Guarantee will cease to be such officer
before the Security on which such notation of Subsidiary Guarantee is endorsed
will 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.

     13.7 SEVERABILITY.

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

                                      97
<PAGE>

     13.8 SUBSIDIARY GUARANTEES SUBORDINATED TO GUARANTOR SENIOR INDEBTEDNESS.

     Each Subsidiary Guarantor covenants and agrees, and each Holder of a
Security, by his acceptance of the Subsidiary Guarantees, likewise 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 13, to the prior payment in
                                          ----------
full 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 Guarantee of such
Subsidiary Guarantor, the Indebtedness represented thereby and the payment of
the principal of (and premium, if any, on) and the interest on the Securities
pursuant to such Subsidiary Guarantee in all respects will rank pari passu with,
or prior to, all existing and future unsecured indebtedness (including, without
limitation, Indebtedness) of such Subsidiary Guarantor that is subordinated to
its Guarantor Senior Indebtedness.

     This Article 13 will 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.

     13.9 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 will have been cured or waived in writing or will have
ceased to exist or such Guarantor Senior Indebtedness will have been paid in
full or otherwise discharged, after which such Subsidiary Guarantor will 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) the occurrence of which entitles one or more Persons to
accelerate the maturity of any Specified Guarantor Senior Indebtedness (a
"Subsidiary Guarantor Non-Payment Default"), and receipt by the applicable
Subsidiary Guarantor and the Trustee of written notice thereof from one or more
of the holders of such Specified Guarantor Senior Indebtedness or their
representative (a "Subsidiary Guarantor Payment Notice"), then, unless and until
such Subsidiary Guarantor Non-Payment Default will have been cured or waived in
writing or will have ceased to exist or such Specified Guarantor Senior
Indebtedness is paid in full or otherwise discharged or the holders (or a
representative of the holders) of such Specified Guarantor Senior Indebtedness
give their written approval, no payment or distribution will 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

                                      98
<PAGE>

payment for more than 179 days after a Subsidiary Guarantor Payment Notice will
have been given after which such Subsidiary Guarantor will resume, (unless
otherwise prohibited pursuant to the immediately preceding paragraph) making any
and all required payments in respect of its Subsidiary Guarantee, including any
missed payments. Notwithstanding the foregoing, not more than one Subsidiary
Guarantor Payment Notice will be given with respect to any Subsidiary Guarantee
within a period of 360 consecutive days. No Subsidiary Guarantor Non-payment
Default that existed or was continuing on the date of delivery of any Subsidiary
Guarantor Payment Notice with respect to the Specified Guarantor Senior
Indebtedness initiating such Subsidiary Guarantor Payment Notice will be, or can
be, made the basis for the commencement of a subsequent Subsidiary Guarantor
Payment Notice with respect to such Subsidiary Guarantee.

     (c)    In the event that, notwithstanding the foregoing, a Subsidiary
Guarantor will 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 13.9, then and in such event such payment will be paid over and
     ------------
delivered forthwith to the Company. In the event that a Subsidiary Guarantor
will make any payment in respect of its Subsidiary Guarantee to the Trustee, and
the Trustee will 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 will be paid over by the Trustee and delivered forthwith
to the Company. Each Subsidiary Guarantor will 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.

     13.10  SUBSIDIARY 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 will be entitled to reserve payment in full of such Guarantor
Senior Indebtedness, or provision must be made for such payment, 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 13, will 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

                                      99
<PAGE>

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 Senior Guarantor Indebtedness held or represented by each, to
the extent necessary to make payment in full of all such Guarantor Senior
Indebtedness after giving effect to any concurrent payment or distribution to
the holders of such Guarantor Senior Indebtedness; and

     (c)    in the event that, notwithstanding the foregoing provisions of this
Section 13.10, 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), will be received by the Trustee or the Holders
before all such Guarantor Senior Indebtedness is paid in full or otherwise
discharged, such Properties will be received and held in trust for and will 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 will have been
paid or provided for in full, after giving effect to any concurrent payment or
distribution to the holders of such Guarantor Senior Indebtedness.

     The Company or a Subsidiary Guarantor will give prompt written notice to
the Trustee of the occurrence of any Insolvency or Liquidation Proceeding with
respect to such Subsidiary Guarantor.

     13.11  HOLDERS TO BE SUBROGATED TO RIGHTS OF HOLDERS OF GUARANTOR SENIOR
INDEBTEDNESS.

     After the payment in full of all Guarantor Senior Indebtedness of a
Subsidiary Guarantor, the Holders will 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 each Subsidiary Guarantee is so subordinated
and which is entitled to the 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 Indebtedness until all amounts owing on the
Securities will be paid in full, 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 13 which otherwise would have been made to the Holders
                  ----------
will, 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 amount of
such Guarantor Senior Indebtedness, it being understood that the subordination
provisions of this Article 13 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.

                                      100
<PAGE>

     13.12  OBLIGATIONS OF SUBSIDIARY UNCONDITIONAL.

     Nothing contained in this Article 13 or elsewhere in this Indenture or in
                               ----------
any Security is intended to or will impair, as between the Subsidiary Guarantors
and the Holders, the obligation of the Subsidiary Guarantors under the
Subsidiary Guarantees, or is intended to or will affect the relative rights of
the Holders and creditors of the Subsidiary Guarantors, nor will 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 13 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 13, the
                                                            ----------
Trustee, subject to the provisions of Section 6.2 hereof, and the Holders of the
                                      -----------
Securities will 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, receivers, 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 13.
                                                                     ----------

     13.13  TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN ABSENCE OF
NOTICE.

     The Trustee will not at any time be charged with knowledge of the existence
of any facts that would prohibit the making of any payment to or by the Trustee,
unless it will have received at its Corporate Trust Office written notice
thereof from a Subsidiary Guarantor or from one or more holders of Guarantor
Senior Indebtedness or Specified 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), will be entitled to assume conclusively that
no such facts exist. The Trustee will 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 Specified 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 Specified Guarantor Senior Indebtedness, in the
case of a Subsidiary Guarantor Non-payment Default, or a representative on
behalf of any such holder or holders.

     13.14  APPLICATION BY TRUSTEE OF MONEY DEPOSITED WITH IT.

     Except as provided in Article 14, 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 will be subject to the
provisions of Sections 13.8 - 13.11 hereof except that, if prior to 11:00 a.m.
              ---------------------
Eastern Time, on the date which is two Business Days 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 will not have received with respect to such money the
notice provided for in

                                      101
<PAGE>

Section 13.13 hereof, then the Trustee or such Paying Agent, as the case may be,
-------------
will have full power and authority to receive such money and to apply the same
to the purpose for which it was received, and will not be affected by any notice
to the contrary which may be received by it on or after 11:00 a.m. Eastern Time,
                                                                   ------------
two Business Days 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 13, 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 13, 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 payments.

     The Trustee, however, will not be deemed to owe any fiduciary duty to the
holders of Guarantor Senior Indebtedness but will have only such obligations to
such holders as are expressly set forth in this Article 13.
                                                ----------

     13.15  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 will at any time in any way be prejudiced or impaired by any act or 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 13, 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: (i) change the manner, place or terms of
payment or extend the time of payment 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); (ii) sell, exchange, release or
otherwise deal with any Property pledged, mortgaged or otherwise securing
Guarantor Senior Indebtedness; (iii) 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
(iv) exercise or refrain from exercising any rights against the Company and any
other Person.

                                      102
<PAGE>

     13.16  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 13 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.

     13.17  RIGHT OF TRUSTEE TO HOLD GUARANTOR SENIOR INDEBTEDNESS.

     The Trustee will be entitled to all of the rights set forth in this Article
                                                                         -------
13 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 will be construed to deprive the Trustee of any of its rights as
such holder.

     13.18  ARTICLE XIII 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 13 will not be construed as preventing
                                ----------
the occurrence of an Event of Default under this Indenture.

     13.19  PAYMENT.

     For purposes of this Article 13, a payment with respect to any Subsidiary
                          ----------
Guarantor or with respect to principal of or interest on the Security or any
Subsidiary Guarantee will include, without limitation, payment of principal of
and interest on any Security, any depositing of funds under Article 14 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.

                                  ARTICLE 14
                          SUBORDINATION OF SECURITIES

     14.1 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 14, the Indebtedness
                                         ----------
represented by the Securities and the payment of the principal of (and premium,
if any, on) and interest on each and all of the Securities are hereby expressly
made subordinate and subject in right of payment as provided in this Article 14
                                                                     ----------
to the prior payment in full of all Senior Indebtedness, which will include
borrowings under the Credit Facility, including Senior Indebtedness incurred
after the date the Initial Securities are first issued, whether outstanding on

                                      103
<PAGE>

the date of this Indenture or thereafter created, incurred, assumed or
guaranteed; provided, however, that the Securities, the Indebtedness represented
thereby and the payment of the principal of (and premium, if any, on) and
interest on the Securities in all respects will rank equally with, or prior to,
all existing and future unsecured Indebtedness (including, without limitation,
Indebtedness) of the Company that is subordinated to Senior Indebtedness.

     This Article 14 will 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 such holders are made obligees hereunder and any one or
more of them may enforce such provisions.

     14.2 PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

     Upon any distribution of Properties of the Company or payment on behalf of
the Company with respect to the Securities in the event of any Insolvency or
Liquidation Proceeding with respect to the Company:

     (a)  the holders of Senior Indebtedness will be entitled to receive payment
in full in cash or cash equivalents of such Senior Indebtedness before the
Holders of the Securities 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 Junior Securities or from any defeasance trust
created pursuant to Article 12 hereof) on account of principal of (or premium,
                    ----------
if any, on) or interest on the Securities or on account of the purchase or
redemption or other acquisition of the Securities (including pursuant to an
optional redemption, a Change of Control Offer or a Net Proceeds Offer);
however, the consolidation or merger of the Company or its liquidation or
dissolution following the conveyance, transfer, lease, or other disposition of
all or substantially all the properties and assets of the Company and its
Restricted Subsidiaries on a consolidated basis in compliance with Article 8
                                                                   ---------
shall not be deemed an insolvency or liquidation proceeding requiring the
repayment of all of the Senior Indebtedness in full in cash or cash equivalents
as a prerequisite to any payments being made to holders of Securities for the
purposes of the subordination provisions of the Indenture.

     (b)  any direct or indirect payment or distribution of Properties of the
Company of any kind or character, whether in cash, property or securities (other
than a payment or distribution in the form of Permitted Junior Securities or
from any defeasance trust created pursuant to Article 12 hereof), by set-off or
                                              ----------
otherwise, to which the Holders or the Trustee, on behalf of the Holders, would
be entitled but for the provisions of this Article 12 will be paid by the
                                           ----------
Company 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 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 after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness; and

                                      104
<PAGE>

     (c)  in the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security will 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
principal of (and premiums, if any, on) or interest on the Securities before all
Senior Indebtedness is paid in full in cash or cash equivalents, then and in
such event such payment or distribution (other than a payment or distribution in
the form of Permitted Junior Securities or from any defeasance trust created
pursuant to Article 12 hereof) will 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.

     The consolidation of the Company with, or the merger of the Company into,
another Person or the liquidation or dissolution of the Company following the
sale, assignment, conveyance, transfer, lease or other disposition of all or
substantially all its Properties to another Person or group of Affiliated
Persons pursuant to, and in compliance with, the terms and conditions set forth
in Article 8 hereof will not be deemed an Insolvency or Liquidation Proceeding
   ---------
(requiring the repayment of all Senior Indebtedness in full as a prerequisite to
any payments being made to the Holders) for the purposes of this Section.

     14.3 SUSPENSION OF PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.

     (a)  Unless Section 14.2 hereof will be applicable, upon (a) the occurrence
                 -------------
of a Payment Event of Default and (b) receipt by the Trustee of written notice
of such occurrence, then no payment or distribution of any Properties of the
Company of any kind or character (other than Permitted Junior Securities or from
any defeasance trust created pursuant to Article 12 hereof) will be made by the
                                         ----------
Company on account of any principal of (or premium, if any, on) or interest on
the Securities or on account of the purchase or redemption or other acquisition
of Securities unless and until such Payment Event of Default will have been
cured or waived in writing or will have ceased to exist or such Senior
Indebtedness will have been paid in full in cash or cash equivalents or
otherwise discharged, after which the Company will resume making any and all
required payments in respect of the Securities, including any missed payments.

     (b)  Unless Section 14.2 hereof will be applicable, upon (a) the occurrence
                 ------------
of a Non payment Event of Default and (b) receipt by the Trustee and the Company
of written notice of such occurrence from one or more of the holders of
Specified Senior Indebtedness (or their representative), then no payment or
distribution of any Properties of the Company of any kind or character (other
than Permitted Junior Securities or from any defeasance trust created pursuant
to Article 12 hereof) will be made by the Company on account of any principal of
   ----------
(or premium, if any, on) or interest on the Securities or on account of the
purchase or redemption or other acquisition of Securities for the period
specified below (the "Payment Blockage Period"). The Payment Blockage Period
will commence upon the earlier of the dates of receipt by the Trustee or the
Company of such notice (the "Payment Blockage Notice") from one or more of the
holders of Specified Senior Indebtedness (or their representative) and will end
on the earliest of (a) 179 days thereafter, (b) the date, as set forth in a
written notice from the holders of the

                                      105
<PAGE>

Specified Senior Indebtedness (or their representative) to the Company or the
Trustee, on which such Non-Payment Event of Default is cured, waived in writing
or ceases to exist or such Specified Senior Indebtedness is discharged or (c)
the date on which such Payment Blockage Period will have been terminated by
written notice to the Company or the Trustee from one or more of the holders (or
their representative) initiating such Payment Blockage Period, after which the
Company will resume (unless otherwise prohibited pursuant to the immediately
preceding paragraph) making any and all required payments in respect of the
Securities, including any missed payments. In any event, not more than one
Payment Blockage Period may be commenced during any period of 360 consecutive
days. No Non-payment Event of Default that existed or was continuing on the date
of delivery of any Payment Blockage Notice to the Trustee will be, or can be,
made the basis for the commencement of a subsequent Payment Blockage Period.

     (c)  In the event that, notwithstanding the foregoing, the Company will
make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section 14.3, then and in such event such payment
                             ------------
will be paid over and delivered forthwith to the Company. In the event that the
Company will make any payment in respect of the Securities to the Trustee and
the Trustee will receive written notice of a Payment Event of Default or a Non-
payment Event of Default from one or more of the holders of Specified Senior
Indebtedness (or their representative) prior to making any payment to Holders in
respect of the Securities 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 will be paid over by the
Trustee and delivered forthwith to the Company.

     14.4 PAYMENT PERMITTED IF NO DEFAULT.

     Nothing contained in this Article 14 or elsewhere in this Indenture or in
                               ----------
any of the Securities will prevent the Company, at any time except during the
pendency of any Insolvency or Liquidation Proceeding referred to in Section 14.2
                                                                    ------------
hereof or under the conditions described in Section 14.3 hereof, from making
                                            ------------
payments at any time of principal of (and premium, if any, on) or interest on
the Securities.

     14.5 SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

     After the payment in full of all Senior Indebtedness, the Holders of the
Securities will 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 Senior Indebtedness to receive payments and distributions of cash,
property and securities applicable to Senior Indebtedness until all amounts
owing on the Securities will be paid in full in cash or cash equivalents. For
purposes of such subrogation, no payment or distributions to the holders of
Senior Indebtedness by or on behalf of the Company or by or on behalf of the
Holders by virtue of this Article 14 which otherwise would have been made to the
                          ----------
Holders will, as between the Company, its creditors other than holders of Senior
Indebtedness, and the Holders of the

                                      106
<PAGE>

Securities, be decreed to be a payment or distribution by the Company to or on
account of the Senior Indebtedness.

     14.6 PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

     The provisions of this Article 14 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 14 or elsewhere in this Indenture or in the Securities
                  ----------
is intended to or will (i) impair, as between the Company 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 (and premium, if any,
on) and interest on the Securities as and when the same will become due and
payable in accordance with their terms; or (ii) affect the relative rights
against the Company of the Holders of the Securities and creditors of the
Company other than the holders of Senior Indebtedness; or (iii) prevent the
Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article 14 of the holders of Senior Indebtedness.
                           ----------

     14.7 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 14 and appoints the
                                                 ----------
Trustee as his attorney-in-fact for any and all such purposes, including, in the
event of any Insolvency or Liquidation Proceeding with respect to the Company,
the immediate filing of a claim for the unpaid balance of his Securities
pursuant to this Indenture in the form required in said proceedings and the
causing of said claim to be approved.

     14.8 NO WAIVER OF SUBORDINATION PROVISION.

     (a)  No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided will 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 in any way limiting the generality of paragraph (i) of this
Section, the holders of any Senior Indebtedness, in accordance with the terms of
the instrument or agreement evidencing their 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 14, or the obligations hereunder of the
                          ----------
Holders of the Securities to the holders of 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 of, or renew, exchange, amend, increase or alter,
Senior Indebtedness or the terms of any instrument evidencing the same or any
agreement under which Senior Indebtedness is outstanding or any

                                      107
<PAGE>

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

     14.9 NOTICE TO TRUSTEE.

     (a)  The Company will give prompt written notice to the Trustee of any fact
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 14 or any other provision of this Indenture, the Trustee will not be
----------
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities,  unless
and until the Trustee will have received written notice thereof from the Company
or one or more of the holders of Senior Indebtedness (or their representative),
with respect to a Payment Default, or one or more of the holders of Specified
Senior Indebtedness (or their representatives), with respect to a Non-payment
Event of Default, or from any trustee, fiduciary or agent therefor; and, prior
to the receipt of any such written notice, the Trustee, subject to TIA Sections
315(a) through 315(d), will be entitled in all respects to assume that no such
facts exist; provided, however, that, if the Trustee will not have received the
notice provided for in this Section 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 (including, without limitation, the
payment of the principal of (and premium, if any, on) or interest on any
Security), then, anything herein contained to the contrary notwithstanding, the
Trustee will have full power and authority to receive such money and to apply
the same to the purpose for which such money was received and will not be
affected by any notice to the contrary which may be received by it on or after
11:00 a.m. Eastern Time, two Business Days prior to such payment date.
           ------------

     (b)  Subject to TIA Sections 315(a) through 315(d), the Trustee will be
entitled to conclusively rely on the delivery to it of a written notice 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 14, the Trustee may request such Person to furnish evidence to the
----------
reasonable satisfaction of the Trustee or the Holders of Securities, 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 thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 14.
                                                                     ----------

                                      108
<PAGE>

     14.10  RELIANCE OF JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT BANK.

     Upon any payment or distribution of assets of the Company referred to in
this Article 14, the Trustee, subject to TIA Sections 315(a) through 315(d), and
     ----------
the Holders of the Securities will be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Insolvency or
Liquidation 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 of Securities, 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 thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 14.
                                                                     ----------

     14.11  RIGHTS OF TRUSTEE AS A HOLDER OF SENIOR INDEBTEDNESS; PRESERVATION
OF TRUSTEE'S RIGHTS.

     The Trustee in its individual capacity will be entitled to all the rights
set forth in this Article 14 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 will deprive the Trustee of any of
its rights as such holder. Nothing in this Article 14 will apply to claims of,
                                           ----------
or payments to, the Trustee under or pursuant to Section 6.6 hereof.
                                                 -----------

     14.12  ARTICLE APPLICABLE TO PAYING AGENTS.

     In case at any time a Paying Agent other than the Trustee will have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article 14 will 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 14 in addition to or in place of the Trustee; provided,
              ----------
however, that Section 14.11 hereof will not apply to the Company or any
              -------------
Affiliate of the Company if it or such Affiliate acts as Paying Agent.

     14.13  NO SUSPENSION OF REMEDIES.

     Nothing contained in this Article 14 will 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 5 hereof or to pursue any rights or remedies
                       ---------
hereunder or under applicable law, except as provided in Article 5 hereof.

     14.14  TRUST MONEY NOT SUBORDINATED.

     Notwithstanding anything contained herein to the contrary, payments from
cash or the proceeds of U.S. Government Obligations held in trust under Article
                                                                        -------
12 hereof by the Trustee (or other qualifying trustee) and which were deposited
--
in accordance with the terms of Article 12 hereof and not in violation of
Section 14.3 hereof for the payment of principal of (and premium, if any, on)
------------
and interest on the Securities will not be subordinated to the prior payment of
any Senior Indebtedness or subject to the restrictions set forth in this Article
                                                                         -------
14, and none of the
--

                                      109
<PAGE>

Holders will be obligated to pay over any such amount to the Company or any
holder of Senior Indebtedness or any other creditor of the Company.

     14.15 TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.

     The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness and shall not be liable to any such holders if the Trustee
shall in good faith mistakenly pay over or distribute to Holders of Securities
or to the Company or to any other person cash, property or securities to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article
or otherwise.  With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants or obligations as
are specifically set forth in this Article and no implied covenants or
obligations with respect to holders of Senior Indebtedness shall be read into
this Indenture against the Trustee.

                                  ARTICLE 15
                                 MISCELLANEOUS

     15.1  COMPLIANCE CERTIFICATES AND OPINIONS.

     Upon any application or request by the Company or any Subsidiary Guarantor
to the Trustee to take any action under any provision of this Indenture, the
Company or such Subsidiary Guarantor. as the case may be, will 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
will be in the form of an Officers' Certificate or an Opinion of Counsel, as
applicable, and will 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 will 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 15.1 and
                                                             ------------
the statements required by this Section 15.1 will comply in all respects with
                                ------------
TIA Sections 314(c) and (e).

                                      110
<PAGE>

     15.2 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 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 officer's certificate, unless such 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.

     15.3 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 will 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 will 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 will 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, will be proved by the Security
Register.

                                      111
<PAGE>

     (d)  If the Company will 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 will have no obligation to do so. Notwithstanding TIA Section
316(c), such record date will be the record date specified in or pursuant to
such Board Resolution, which will 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 will 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 will be computed as of such
record date, provided that no such authorization, agreement or consent by the
Holders on such record date will be deemed effective unless it will 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 will 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.

     15.4 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 will be sufficient for every purpose hereunder if made, given,
furnished or filed in writing (in the English language) 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 will be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing (in the English language) and delivered in
person or mailed by certified or registered mail (return receipt requested) to
the Company or such Subsidiary Guarantor, as applicable, addressed to it at the
Company's principal office located at 1331 Lamar Street, Suite 1455, Houston,
Texas 77010, or at any other address otherwise furnished in writing to the
Trustee by the Company.

     15.5 NOTICE TO HOLDERS; WAIVER.

     Where this Indenture provides for notice of any event to Holders by the
Company, the Trustee or any Paying Agent, such notice will be sufficiently given
(unless otherwise herein

                                      112
<PAGE>

expressly provided) if in writing (in the English language) 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 will
affect the sufficiency of such notice with respect to other Holders. Any notice
mailed to a Holder in the manner herein prescribed will 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 herein or after the event, and such waiver will be the equivalent
of such notice. Waivers of notice by Holders will be filed with the Trustee, but
such filing will 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 will 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 of giving such notice as will be
satisfactory to the Trustee will be deemed to be a sufficient giving of such
notice for every purpose hereunder.

     15.6 EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

     15.7 SUCCESSORS AND ASSIGNS.

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

     15.8 SEPARABILITY CLAUSE.

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

     15.9 BENEFITS OF INDENTURE.

     Nothing in this Indenture or in the Securities, express or implied, will
give to any Person (other than the parties hereto, any Paying Agent, any
Securities Registrar and their successors hereunder, the Holders and, to the
extent set forth in Section 13.4 hereof, creditors of Subsidiary Guarantors, the
                    ------------
holders of Senior Indebtedness and the holders of Guarantor Senior Indebtedness)
any benefit or any legal or equitable right, remedy or claim under this
Indenture.

                                      113
<PAGE>

     15.10  GOVERNING LAW; TRUST INDENTURE ACT CONTROLS.

     (a)    THIS INDENTURE, THE SUBSIDIARY GUARANTEES AND THE SECURITIES WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
THE COMPANY AND EACH SUBSIDIARY GUARANTOR 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 THE
SUBSIDIARY GUARANTEES, AND THE COMPANY AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY
AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED BY ANY SUCH COURT.

     (b)    This Indenture is subject to the provisions of the Trust Indenture
Act that are required to be part of this Indenture and will, 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 operation of Section 313(c) 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 section,
such imposed duties or incorporated provision will control.

     15.11  LEGAL HOLIDAYS.

     In any case where any Interest Payment Date, Redemption Date, or Stated
Maturity or Maturity of any Security will not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities or
the Subsidiary Guarantee) 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, however, that
no interest will accrue for the period from and after such Interest Payment
Date, Redemption Date, Stated Maturity or Maturity, as the case may be.

     15.12  NO RECOURSE AGAINST OTHERS.

     A director, officer, employee, stockholder, incorporator or Affiliate, as
such, past, present or future, of the Company or any Subsidiary Guarantor will
not have any personal liability under the Securities or this Indenture by reason
of his or its status as a director, officer, employee, stockholder, incorporator
or Affiliate or any liability for any obligations of the Company or any
Subsidiary Guarantor 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.

     15.13  DUPLICATE ORIGINALS.

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

                                      114
<PAGE>

     15.14  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.

                                      115
<PAGE>

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

                                    ISSUER:

                                    MISSION RESOURCES CORPORATION

                                        /s/ Jonathan M. Clarkson
                                    By: ______________________________
                                         Name:  Jonathan M. Clarkson
                                         Title: President

                                    SUBSIDIARY GUARANTORS:

                                    PETROBELL, INC.


                                        /s/ Jonathan M. Clarkson
                                    By: ______________________________
                                         Name:  Jonathan M. Clarkson
                                         Title: President

                                    PAN AMERICAN ENERGY FINANCE CORP.


                                        /s/ Jonathan M. Clarkson
                                    By: ______________________________
                                         Name:  Jonathan M. Clarkson
                                         Title: President

                                    BARGO PETROLEUM CORPORATION


                                        /s/ Jonathan M. Clarkson
                                    By: ______________________________
                                         Name:  Jonathan M. Clarkson
                                         Title: President

                                    TRUSTEE:

                                    THE BANK OF NEW YORK


                                        /s/ Beata Hryniewicka
                                    By: ______________________________
                                         Name:  Beata Hryniewicka
                                         Title: Assistant Treasurer
<PAGE>

                                  EXHIBIT A-1

                                (Face of Note)

[INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE
INDENTURE]


[INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS
OF THE INDENTURE].

                         MISSION RESOURCES CORPORATION

                10 % Senior Subordinated Note due 2007 Series B

No._____                                               $_________
                                              CUSIP No.__________

     Mission Resources Corporation, 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 on April 1, 2007, at the office or agency of the
Company referred to below, and to pay interest thereon, commencing on October 1,
2001 and continuing semiannually thereafter, on April 1 and October 1 in each
year, from May 29, 2001, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, at the rate of 10?% 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
Company also hereby promises to pay the Liquidated Damages, if any, payable
pursuant to Section 3 of the Registration Rights Agreement on the same dates on
which interest is payable as provided herein. The interest and Liquidated
Damages, if any, 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 on the Security Register at the close of business on the Regular
Record Date for such interest, which will be the March 15 or September 15
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest or Liquidated Damages not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date, and such Defaulted Interest, Liquidated Damages and
(to the extent lawful) interest on such Defaulted Interest and Liquidated
Damages 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 on the
Security Register 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
will 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.
<PAGE>

     Payment of the principal of (and premium, if any, on) and interest and
Liquidated Damages, if any, on this Security will be made at the office or
agency of the Company maintained for that purpose in The City of New York, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that
payment of interest and Liquidated Damages, if any, may be made at the option of
the Company by check mailed to the address of the Person entitled thereto as
such address will appear on the Security Register.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions will 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
will not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.

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

                                        MISSION RESOURCES CORPORATION


[SEAL]                                  By:____________________________
                                             President

                                        Attested By:___________________
                                                     Secretary
<PAGE>

                               (Reverse of Note)

     This Security is one of a duly authorized issue of securities of the
Company designated as its 10 % Senior Subordinated Notes due 2007 [Series B]
[Series C] (herein called the "Securities"), limited (except as otherwise
provided in the Indenture referred to below) in aggregate principal amount to
[$125,000,000] [$225,000,000], which may be issued under an indenture (herein
called the "Indenture") dated as of May 29, 2001 between the Company, the
initial Subsidiary Guarantors named therein and The Bank of New York (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 Subsidiary
Guarantors, 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, (i) agrees to and will be bound  by
such provisions, (ii) 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 (iii) 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 1, 2002, upon not less than 30
nor 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 April 1, of the years indicated below:

                                               Redemption
                              Year               Price
                    ------------------------   ----------

                    2002.....................   105.4375%
                    2003.....................   103.6250%
                    2004.....................   101.8125%
                    2005 and thereafter......     100.00%

together in the case of any such redemption with accrued and unpaid interest and
Liquidated Damages, if any, to the Redemption Date (subject to the right of
Holders of record on the relevant 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 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 will cease to bear interest from and after
the Redemption Date. In the event of redemption or purchase of this Security in
part only, a new Security or Securities for the unredeemed or unpurchased
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
<PAGE>

     The Securities do not have the benefit of any mandatory redemption or
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 60 nor
less than 30 days following the occurrence of a Change of Control of the
Company, all of the then Outstanding Securities at a purchase price equal to
101% of the principal amount thereof, together with accrued and unpaid interest
and Liquidated Damages, if any, to the Change of Control Payment 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 and
Liquidated Damages, if any, to the Net Proceeds Payment Date.

     As set forth in the Indenture, an Event of Default is generally (i) failure
to pay principal upon maturity, redemption or otherwise (including pursuant to a
Change of Control Offer or a Net Proceeds Offer), (ii) default for 30 days in
payment of interest on any of the Securities, (iii) 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, (iv) failure for 60 days after notice of
such failure to comply with any other covenants in the Indenture or the
Securities, (v) certain payment defaults under, and the acceleration prior to
the maturity of, certain Indebtedness of the Company or any Restricted
Subsidiary (other than Non- Recourse Indebtedness) in an aggregate principal
amount in excess of $10,000,000, (vi) the failure of any Subsidiary Guarantee to
be in full force and effect or otherwise to be enforceable (except as permitted
by the Indenture), (vii) certain final judgments or orders against the Company
or any Restricted Subsidiary in an aggregate amount of more than $10,000,000
over the coverage under applicable insurance policies which remain unsatisfied
and either become subject to commencement of enforcement proceedings or remain
unstayed for a period of 60 days and (viii) certain events of bankruptcy,
insolvency or reorganization of the Company or any Material 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
Material 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 or acceleration with
respect to certain Indebtedness, any Event of Default and any consequential
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. No Holder may
pursue any remedy under the Indenture unless the Trustee will have failed to act
after notice from such Holder of an Event of Default and written request by
Holders of at least 25% in aggregate principal amount of the Outstanding
Securities, and the offer to the Trustee of indemnity reasonably satisfactory to
it; however, such provision does not affect the right to sue for enforcement of
any overdue payment on a Security by the
<PAGE>

Holder thereof. Subject to certain limitations, Holders of a majority in
aggregate 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 annual and
quarterly reports with the Trustee as to the absence or existence of defaults.

     The Indenture contains provisions for (i) defeasance at any time of the
entire indebtedness of the Company on this Security and (ii) discharge from
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 the Subsidiary Guarantors and the rights of the Holders under the
Indenture at any time by the Company, the 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 will
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 here for 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, the Subsidiary Guarantors and the Trustee may amend or supplement the
Indenture or the Securities to cure any ambiguity, defect or inconsistency, to
add or release any Subsidiary Guarantor pursuant to the Indenture, to provide
for uncertificated Securities in addition to or in place of certificated
Securities and to make certain other specified changes and other changes that do
not adversely affect the interests of any Holder in any material respect.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture will 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 and Liquidated Damages 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 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.

     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
<PAGE>

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 will 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.

     No director, officer, employee, incorporator, stockholder or Affiliate of
the Company or any Subsidiary Guarantor, as such, past, present or future, will
have any personal liability under this Security or the Indenture by reason of
his or its status as such director, officer, employee, incorporator, stockholder
or Affiliate, or any liability for any obligations of the Company or any
Subsidiary Guarantor under the Securities or the Indenture or for any claim
based on, in respect of, or by reason of such obligations or their creation.
Each Holder, by accepting this Security with 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, the 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, the Trustee nor any
agent will be affected by notice to the contrary.

     All terms used in this Security which are defined in the Indenture will
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 at 1331 Lamar, Suite 1455, Houston, Texas
77010.

     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.

     Interest on this Security will be computed on the basis of a 360-day year
comprised of twelve 30-day months.

     This Security will be governed by and construed in accordance with the laws
of the State of New York.
<PAGE>

                 (Form of Notation for Subsidiary Guarantees)

                             SUBSIDIARY GUARANTEES

     Subject to the limitations set forth in the Indenture, the initial
Subsidiary Guarantors and, if any, all additional Subsidiary Guarantors (as
defined in the Indenture referred to in the Security upon which this notation is
endorsed and each being hereinafter referred to as a "Subsidiary Guarantor,"
which term includes any additional or successor Subsidiary Guarantor under the
Indenture) have, jointly and severally, unconditionally guaranteed (a) the due
and punctual payment of the principal of (and premium, if any) and interest, and
Liquidated Damages, if any, 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, and Liquidated Damages 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 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 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 will 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 Guarantees and the Indenture are expressly
subordinate to all Guarantor Senior Indebtedness to the extent set forth in
Article 13 of the Indenture and reference is made to such Indenture for the
----------
precise terms of such subordination.

     No stockholder, officer, director, employee, incorporator or Affiliate as
such, past, present or future, of any Subsidiary Guarantor will have any
personal liability under its Subsidiary Guarantee by reason of his or its status
as such stockholder, officer, director, employee, incorporator or Affiliate, or
any liability for any obligations of any Subsidiary Guarantor under the
Securities or the Indenture or for any claim based on, in respect of, or by
reason of such obligations or their creation.

     Any Subsidiary Guarantor may be released from its Subsidiary Guarantee upon
the terms and subject to the conditions provided in the Indenture.
<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 Guarantees is endorsed will have the meanings assigned to them in
such Indenture.

     The Subsidiary Guarantees will be binding upon the Subsidiary Guarantors
and will 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 respecting
the Security upon which the foregoing Subsidiary Guarantees are noted, the
rights and privileges herein conferred upon that party will 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 Guarantees will not be valid or obligatory for any purpose
until the certificate of authentication on the Security upon which the foregoing
Subsidiary Guarantees are noted will have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized signatories.

                                          BELLWETHER INTERNATIONAL INCORPORATED

                                          ______________________________________
                                          By:___________________________________
                                          Name:
                                          Title:


                                          PETROBELL, INC.


                                          ______________________________________
                                          By:___________________________________
                                          Name::
                                          Title:



                                          PAN AMERICAN ENERGY FINANCE CORP.


                                          ______________________________________
                                          By:___________________________________
                                          Name:
                                          Title:

<PAGE>

                                            BARGO PETROLEUM CORPORATION


                                            ___________________________
                                            By:________________________
                                            Name::
                                            Title:


                                            BLACK HAWK OIL COMPANY


                                            ___________________________
                                            By:________________________
                                            Name::
                                            Title:
<PAGE>

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities referred to in the within mentioned
Indenture.

Dated:_____________                       THE BANK OF NEW YORK
                                          as Trustee

                                          By: ________________________________
                                                   Authorized Signatory
<PAGE>

                                Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

________________________________________________________________________________
                 (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint_________________________________________________________
to transfer this Note 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 Note)

                  Tax Identification No.: ______________________________________

                  SIGNATURE GUARANTEE:

                  ___________________________

                  Signatures must be guaranteed by an "eligible guarantor
                  institution" meeting the requirements of the Registrar, which
                  requirements include membership or participation in the
                  Security Transfer Agent Medallion Program ("STAMP") or such
                  other "signature guarantee program" as may be determined by
                  the Registrar in addition to, or in substitution for, STAMP,
                  all in accordance with the Securities Exchange Act of 1934, as
                  amended.
<PAGE>

                       Option of Holder to Elect Purchase

          If you want to elect to have this Security purchased by the Company
pursuant to Section 10.16 or 10.17 of the Indenture, check the box below:

          [_] Section 10.16           [_] Section 10.17

          If you want to elect to have only part of the Security purchased by
the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased: $________

Date: _______________

                    Your signature: ____________________________________________
                    (Sign exactly as your name appears on the face of this Note)

                    Tax Identification No.:_____________________________________

                    SIGNATURE GUARANTEE:

                    _____________________

                    Signatures must be guaranteed by an "eligible guarantor
                    institution" meeting the requirements of the Registrar,
                    which requirements include membership or participation in
                    the Security Transfer Agent Medallion Program ("STAMP") or
                    such other "signature guarantee program" as may be
                    determined by the Registrar in addition to, or in
                    substitution for, STAMP, all in accordance with the
                    Securities Exchange Act of 1934, as amended.
<PAGE>

         SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE/(1)/ 1


          The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Security, or exchanges of a part of
another Global Note or Definitive Security for an interest in this Global Note,
have been made:

<TABLE>
<CAPTION>
                                                    Principal
                  Amount of                         Amount
                  decrease in     Amount of         of this Global   Signature of
                  Principal       increase          Note             authorized
                  Amount          in Principal      following such   officer
                  of this Global  Amount of this    decrease (or     of Trustee or
Date of Exchange  Note            Global Note       increase)        custodian
----------------  --------------  --------------    --------------   -------------
<S>               <C>             <C>               <C>              <C>





</TABLE>

____________________

/(1)/  This should be included only if the Note is issued in global form.
<PAGE>

                                  EXHIBIT A-2

                 (Face of Regulation S Temporary Global Note)

     THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).  NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

     THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 3.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
            -----------
IN WHOLE BUT NOT IN PART PURSUANT TO  SECTION 3.5(a) OF THE INDENTURE, (III)
                                     ---------------
THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
SECTION 3.10 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
------------
SUCCESSOR DEPOSITARY WITH THE PRIOR
<PAGE>

WRITTEN CONSENT OF THE COMPANY.

     THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR OTHER SECURITIES LAWS.
NEITHER THIS NOTE 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 THE TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN "OFFSHORE
TRANSACTION" PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2)
AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH
SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT OR
ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE COMPANY
OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR
OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE
LAW (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE
TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES 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 INSIDE THE UNITED STATES, (D) PURSUANT TO
OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN
THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY
OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT
THE COMPANY, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (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 CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE
OF THIS NOTE IS COMPLETED AND DELIVERED BY THIS TRANSFEROR TO THE TRUSTEE.  THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.  AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
"UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION
S UNDER THE SECURITIES ACT.

<PAGE>

                         MISSION RESOURCES CORPORATION

              10 7/8% Senior Subordinated Note due 2007 Series B

No. _____                                                             $_________

                                                             CUSIP No. _________

     Mission Resources Corporation, 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 on April 1, 2007, at the office or agency of the
Company referred to below, and to pay interest thereon, commencing on October 1,
2001 and continuing semiannually thereafter, on April 1 and October 1 in each
year, from May 29, 2001, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, at the rate of 10?% 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
Company also hereby promises to pay the Liquidated Damages, if any, payable
pursuant to Section 3 of the Registration Rights Agreement on the same dates on
which interest is payable as provided herein. The interest and Liquidated
Damages, if any, 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 on the Security Register at the close of business on the Regular
Record Date for such interest, which will be the March 15 or September 15
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest or Liquidated Damages not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date, and such Defaulted Interest, Liquidated Damages and
(to the extent lawful) interest on such Defaulted Interest and Liquidated
Damages 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 on the
Security Register 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
will 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.

     Payment of the principal of (and premium, if any, on) and interest and
Liquidated Damages, if any, on this Security will be made at the office or
agency of the Company maintained for that purpose in The City of New York, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that
payment of interest and Liquidated Damages, if any, may be made at the option of
the Company by check mailed to the address of the Person entitled thereto as
such address will appear on the Security Register.

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

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

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

                                             MISSION RESOURCES CORPORATION


[SEAL]                                       By:________________________________
                                                      President

                                             Attested By:  ___________________
                                                             Secretary
<PAGE>

                               (Reverse of Note)

     This Security is one of a duly authorized issue of securities of the
Company designated as its 10?% Senior Subordinated Notes due 2007 [Series B]
[Series C] (herein called the "Securities"), limited (except as otherwise
provided in the Indenture referred to below) in aggregate principal amount to
[$125,000,000] [$225,000,000], which may be issued under an indenture (herein
called the "Indenture") dated as of May 29, 2001 between the Company, the
initial Subsidiary Guarantors named therein and The Bank of New York (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 Subsidiary
Guarantors, 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, (i) agrees to and will be bound  by
such provisions, (ii) 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 (iii) 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 1, 2002, upon not less than 30
nor 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 April 1, of the years indicated below:

                                                      Redemption
                                  Year                   Price
                     -------------------------------  ----------

                     2002...........................  105.4375%
                     2003...........................  103.6250%
                     2004...........................  101.8125%
                     2005 and thereafter............    100.00%

together in the case of any such redemption with accrued and unpaid interest and
Liquidated Damages, if any, to the Redemption Date (subject to the right of
Holders of record on the relevant 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 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 will cease to bear interest from and after
the Redemption Date. In the event of redemption or purchase of this Security in
part only, a new Security or Securities for the unredeemed or unpurchased
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
<PAGE>

     The Securities do not have the benefit of any mandatory redemption or
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 60 nor
less than 30 days following the occurrence of a Change of Control of the
Company, all of the then Outstanding Securities at a purchase price equal to
101% of the principal amount thereof, together with accrued and unpaid interest
and Liquidated Damages, if any, to the Change of Control Payment 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 and
Liquidated Damages, if any, to the Net Proceeds Payment Date.

     As set forth in the Indenture, an Event of Default is generally (i) failure
to pay principal upon maturity, redemption or otherwise (including pursuant to a
Change of Control Offer or a Net Proceeds Offer), (ii) default for 30 days in
payment of interest on any of the Securities, (iii) 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, (iv) failure for 60 days after notice of
such failure to comply with any other covenants in the Indenture or the
Securities, (v) certain payment defaults under, and the acceleration prior to
the maturity of, certain Indebtedness of the Company or any Restricted
Subsidiary (other than Non- Recourse Indebtedness) in an aggregate principal
amount in excess of $10,000,000, (vi) the failure of any Subsidiary Guarantee to
be in full force and effect or otherwise to be enforceable (except as permitted
by the Indenture), (vii) certain final judgments or orders against the Company
or any Restricted Subsidiary in an aggregate amount of more than $10,000,000
over the coverage under applicable insurance policies which remain unsatisfied
and either become subject to commencement of enforcement proceedings or remain
unstayed for a period of 60 days and (viii) certain events of bankruptcy,
insolvency or reorganization of the Company or any Material 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
Material 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 or acceleration with
respect to certain Indebtedness, any Event of Default and any consequential
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. No Holder may
pursue any remedy under the Indenture unless the Trustee will have failed to act
after notice from such Holder of an Event of Default and written request by
Holders of at least 25% in aggregate principal amount of the Outstanding
Securities, and the offer to the Trustee of indemnity reasonably satisfactory to
it; 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 aggregate principal amount of the
Outstanding Securities may direct the Trustee in its exercise of any trust or
power.
<PAGE>

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 annual and quarterly reports with the Trustee as to the
absence or existence of defaults.

     The Indenture contains provisions for (i) defeasance at any time of the
entire indebtedness of the Company on this Security and (ii) discharge from
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 the Subsidiary Guarantors and the rights of the Holders under the
Indenture at any time by the Company, the 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 will
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 here for 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, the Subsidiary Guarantors and the Trustee may amend or supplement the
Indenture or the Securities to cure any ambiguity, defect or inconsistency, to
add or release any Subsidiary Guarantor pursuant to the Indenture, to provide
for uncertificated Securities in addition to or in place of certificated
Securities and to make certain other specified changes and other changes that do
not adversely affect the interests of any Holder in any material respect.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture will 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 and Liquidated Damages 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 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.

     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.
<PAGE>

     No service charge will 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.

     No director, officer, employee, incorporator, stockholder or Affiliate of
the Company or any Subsidiary Guarantor, as such, past, present or future, will
have any personal liability under this Security or the Indenture by reason of
his or its status as such director, officer, employee, incorporator, stockholder
or Affiliate, or any liability for any obligations of the Company or any
Subsidiary Guarantor under the Securities or the Indenture or for any claim
based on, in respect of, or by reason of such obligations or their creation.
Each Holder, by accepting this Security with 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, the 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, the Trustee nor any
agent will be affected by notice to the contrary.

     All terms used in this Security which are defined in the Indenture will
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 at 1331 Lamar, Suite 1455, Houston, Texas
77010.

     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.

     Interest on this Security will be computed on the basis of a 360-day year
comprised of twelve 30-day months.

     This Security will be governed by and construed in accordance with the laws
of the State of New York.
<PAGE>

                 (Form of Notation for Subsidiary Guarantees)

                             SUBSIDIARY GUARANTEES

     Subject to the limitations set forth in the Indenture, the initial
Subsidiary Guarantors and, if any, all additional Subsidiary Guarantors (as
defined in the Indenture referred to in the Security upon which this notation is
endorsed and each being hereinafter referred to as a "Subsidiary Guarantor,"
which term includes any additional or successor Subsidiary Guarantor under the
Indenture) have, jointly and severally, unconditionally guaranteed (a) the due
and punctual payment of the principal of (and premium, if any) and interest, and
Liquidated Damages, if any, 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, and Liquidated Damages 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 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 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 will 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 Guarantees and the Indenture are expressly
subordinate to all Guarantor Senior Indebtedness to the extent set forth in
Article 13 of the Indenture and reference is made to such Indenture for the
----------
precise terms of such subordination.

     No stockholder, officer, director, employee, incorporator or Affiliate as
such, past, present or future, of any Subsidiary Guarantor will have any
personal liability under its Subsidiary Guarantee by reason of his or its status
as such stockholder, officer, director, employee, incorporator or Affiliate, or
any liability for any obligations of any Subsidiary Guarantor under the
Securities or the Indenture or for any claim based on, in respect of, or by
reason of such obligations or their creation.

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

     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 Guarantees is endorsed will have the meanings assigned to them in
such Indenture.
<PAGE>

     The Subsidiary Guarantees will be binding upon the Subsidiary Guarantors
and will 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 respecting
the Security upon which the foregoing Subsidiary Guarantees are noted, the
rights and privileges herein conferred upon that party will 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 Guarantees will not be valid or obligatory for any purpose
until the certificate of authentication on the Security upon which the foregoing
Subsidiary Guarantees are noted will have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized signatories.

                                   BELLWETHER INTERNATIONAL
                                      INCORPORATED

                                   _________________________________
                                   By:______________________________
                                   Name:
                                   Title:



                                   PETROBELL, INC.



                                   _________________________________
                                   By:______________________________
                                   Name:
                                   Title:


                                   PAN AMERICAN ENERGY FINANCE CORP.



                                   _________________________________
                                   By:______________________________
                                   Name:
                                   Title:
<PAGE>

                                   BARGO PETROLEUM CORPORATION



                                   _________________________________
                                   By:______________________________
                                   Name:
                                   Title:


                                   BLACK HAWK OIL COMPANY



                                   _________________________________
                                   By:______________________________
                                   Name:
                                   Title:
<PAGE>

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities referred to in the within mentioned
Indenture.

Dated:_____________           THE BANK OF NEW YORK
                              as Trustee

                              By: ______________________________________
                                         Authorized Signatory
<PAGE>

                                Assignment Form

To assign this Security, fill in the form below: (I) or (we) assign and transfer
this Security to

________________________________________________________________________________
                 (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint_________________________________________________________
to transfer this Note 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 Note)

                                Tax Identification No.:


                                SIGNATURE GUARANTEE:

                                ____________________

                                Signatures must be guaranteed by an "eligible
                                guarantor institution" meeting the requirements
                                of the Registrar, which requirements include
                                membership or participation in the Security
                                Transfer Agent Medallion Program ("STAMP") or
                                such other "signature guarantee program" as may
                                be determined by the Registrar in addition to,
                                or in substitution for, STAMP, all in accordance
                                with the Securities Exchange Act of 1934, as
                                amended.
<PAGE>

                      Option of Holder to Elect Purchase

          If you want to elect to have this Note purchased by the Company
pursuant to Section 10.16 or 10.17 of the Indenture, check the box below:

          [_] Section 10.16           [_] Section 10.17

          If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased: $________

Date: _________________

                                Your signature:_______________________________
                                (Sign exactly as your name appears on the face
                                of this Note)

                                Tax Identification No.:

                                SIGNATURE GUARANTEE:

                                ____________________

                                Signatures must be guaranteed by an "eligible
                                guarantor institution" meeting the requirements
                                of the Registrar, which requirements include
                                membership or participation in the Security
                                Transfer Agent Medallion Program ("STAMP") or
                                such other "signature guarantee program" as may
                                be determined by the Registrar in addition to,
                                or in substitution for, STAMP, all in accordance
                                with the Securities Exchange Act of 1934, as
                                amended.
<PAGE>

        SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY THE GLOBAL NOTE

          The following exchanges of a part of this Regulation S Temporary
Global Note for an interest in another Global Note, or of other Restricted
Global Notes for an interest in this Regulation S Temporary Global Note, have
been made:

<TABLE>
<CAPTION>
                      Amount of                                  Principal Amount
                      decrease in        Amount of               of this Global          Signature of
                      Principal          increase                Note                    authorized
                      Amount             in Principal            following such          officer
Date of               of this Global     Amount of this          decrease (or            of Trustee or
Exchange              Note               Global Note             increase                custodian
------------------    ----------------   --------------------    --------------------    ---------------
<S>                   <C>                <C>                     <C>                     <C>
</TABLE>
<PAGE>

                                   EXHIBIT B
                        FORM OF CERTIFICATE OF TRANSFER

Mission Resources Corporation
1331 Lamar, Suite 1455
Houston, Texas  77010-3039
Attention: Chief Financial Officer

The Bank of New York
101 Barclay Street, 21W
New York New York  10286
Attention: Corporate Trust Administration

          Re:  10 7/8% Senior Subordinated Notes due 2007 Series B
                     ---------------------------------------------

          Reference is hereby made to the Indenture, dated as of May 29, 2001
(the "Indenture"), among Mission Resources Corporation (the "Company"), the
subsidiary guarantors party thereto and The Bank of New York as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

          __________________ (the "Transferor") owns and proposes to transfer
the Securities  or interest in such Securities specified in Annex A hereto, in
the principal amount of $_______ in such Securities or interests (the
"Transfer"), to ______________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. [_] Check if Transferee will take delivery of a beneficial interest in the
       ----------------------------------------------------------------------
144A Global Note or a Definitive Security Pursuant to Rule 144A. The Transfer is
---------------------------------------------------------------
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Security is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or Definitive Security for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and such
Person and each such account is a "qualified institutional buyer" within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and
such Transfer is in compliance with any applicable blue sky securities laws of
any state of the United States. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Security will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the 144A Global Note
and/or the Definitive Security and in the Indenture and the Securities Act.

2. [_] Check if Transferee will take delivery of a beneficial interest in the
       ----------------------------------------------------------------------
Temporary Regulation S Global Note, the Regulation S Global Note or a Definitive
--------------------------------------------------------------------------------
Security pursuant to Regulation S. The Transfer is being effected pursuant to
---------------------------------
and in accordance with Rule 903 or Rule 904 under the Securities Act and,
accordingly, the Transferor hereby further certifies that (i) the Transfer is
not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the
<PAGE>

registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Security will be subject to the restrictions
on Transfer enumerated in the Private Placement Legend printed on the Regulation
S Global Note, the Temporary Regulation S Global Note and/or the Definitive
Security and in the Indenture and the Securities Act.

3. [_] Check and complete if Transferee will take delivery of a beneficial
       -------------------------------------------------------------------
interest in the IAI Global Note or a Definitive Security pursuant to any
------------------------------------------------------------------------
provision of the Securities Act other than Rule 144A or Regulation S. The
--------------------------------------------------------------------
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Securities and pursuant to and in accordance with the Securities Act
and any applicable blue sky securities laws of any state of the United States,
and accordingly the Transferor hereby further certifies that (check one):

        (a) [_] such Transfer is being effected pursuant to and in accordance
with Rule 144 under the Securities Act;

                                       or

        (b) [_] such Transfer is being effected to the Company or a subsidiary
thereof;

                                       or

        (c) [_] such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act;

                                       or

        (d)  [_] such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that it has not engaged in any general solicitation
within the meaning of Regulation D under the Securities Act and the Transfer
complies with the transfer restrictions applicable to beneficial interests in a
Restricted Global Note or Restricted Definitive Securities and the requirements
of the exemption claimed, which certification is supported by ( 1) a certificate
executed by the Transferee and (2) if such Transfer is in respect of a principal
amount of Notes at the time of transfer of less than $250,000, an Opinion of
Counsel provided by the Transferor or the Transferee (a copy of which the
Transferor has attached to this certification), to the effect that such Transfer
is in compliance with the Securities Act. Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Security will be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the IAI Global
Note and/or the Definitive Securities and in the Indenture and the Securities
Act.

4. [_] Check if Transferee will take delivery of a beneficial interest in an
       ---------------------------------------------------------------------
Unrestricted Global Note or of an Unrestricted Definitive Security.
------------------------------------------------------------------

        (a) [_]  Check if Transfer is Pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer
<PAGE>

restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Security will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Securities and in the
Indenture.

        (b)  [_] Check if Transfer is Pursuant to Regulation S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Security will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Securities and in the Indenture.

        (c)  [_] Check if Transfer is Pursuant to Other Exemption. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Security will not be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes or Restricted Definitive Securities and in the Indenture.

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                             __________________________
                                             [Insert Name of Transferor]

                                             By:_______________________
                                                Name:
                                                Title:
Dated: _____, ____
<PAGE>

                      ANNEX A TO CERTIFICATE OF TRANSFER

1.  The Transferor owns and proposes to transfer the following:

                           [CHECK ONE OF (a) OR (b)]

     (a)  [_] a beneficial interest in the:

          (i)    [_] 144A Global Note (CUSIP _____), or

          (ii)   [_] Regulation S Global Note (CUSIP _____), or

          (iii)  [_] IAI Global Note (CUSIP _____); or

     (b)  [_] a Restricted Definitive Security.

2.  After the Transfer the Transferee will hold:

                                  [CHECK ONE]

     (a)  [_] a beneficial interest in the:

          (i)    [_] 144A Global Note (CUSIP _____), or

          (ii)   [_] Regulation S Global Note (CUSIP _____), or

          (iii)  [_] a IAI Global Note (CUSIP _____), or

          (iv)   [_] Unrestricted Global Note (CUSIP _____); or

     (b)  [_] a Restricted Definitive Security; or

     (c)  [_] an Unrestricted Definitive Security,

          in accordance with the terms of the Indenture.
<PAGE>

                                   EXHIBIT C
                        FORM OF CERTIFICATE OF EXCHANGE

Mission Resources Corporation
1331 Lamar, Suite 1455
Houston, Texas 77010-3039
Attention: Chief Financial Officer

The Bank of New York
101 Barclay Street, 21W
New York New York 10286
Attention: Corporate Trust Administration

          Re: 10 7/8 % Senior Subordinated Notes due 2007 Series B
                    ----------------------------------------------

                         (CUSIP ____________________)

          Reference is hereby made to the Indenture, dated as of May 29, 2001
(the "Indenture"), among Mission Resources Corporation (the "Company"), the
subsidiary guarantors party thereto and The Bank of New York, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

          ________________ (the "Owner") owns and proposes to exchange the
Securities or interest in such Securities specified herein, in the principal
amount of $______ in such Securities or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

1.  Exchange of Restricted Definitive Securities or Beneficial Interests in a
Restricted Global Note for Unrestricted Definitive Securities or Beneficial
Interests in an Unrestricted Global Note

          (a) [_] Check if Exchange is from beneficial interest in a Restricted
                  -------------------------------------------------------------
Global Note to beneficial interest in an Unrestricted Global Note. In connection
-----------------------------------------------------------------
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

          (b) [_] Check if Exchange is from beneficial interest in a Restricted
                  -------------------------------------------------------------
Global Note to Unrestricted Definitive Security. In connection with the Exchange
-----------------------------------------------
of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Security, the Owner hereby certifies (i) the Definitive
Security is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Security is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.
<PAGE>

          (c) [_] Check if Exchange is from Restricted Definitive Security to
                  -----------------------------------------------------------
beneficial interest in an Unrestricted Global Security. In connection with the
------------------------------------------------------
Owner's Exchange of a Restricted Definitive Security for a beneficial interest
in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Securities and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

          (d) [_] Check if Exchange is from Restricted Definitive Security to
                  -----------------------------------------------------------
Unrestricted Definitive Security. In connection with the Owner's Exchange of a
--------------------------------
Restricted Definitive Security for an Unrestricted Definitive Security, the
Owner hereby certifies (i) the Unrestricted Definitive Security is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Securities and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Unrestricted Definitive Security
is being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.

2.  Exchange of Restricted Definitive Securities or Beneficial Interests in
Restricted Global Notes for Restricted Definitive Securities or Beneficial
Interests in Restricted Global Notes

          (a) [_] Check if Exchange is from beneficial interest in a Restricted
                  -------------------------------------------------------------
Global Note to Restricted Definitive Security. In connection with the Exchange
---------------------------------------------
of the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Security with an equal principal amount, the Owner hereby certifies
that the Restricted Definitive Security is being acquired for the Owner's own
account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Security
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Security and
in the Indenture and the Securities Act.

          (b) [_] Check if Exchange is from Restricted Definitive Security to
                  -----------------------------------------------------------
beneficial interest in a Restricted Global Note. In connection with the Exchange
-----------------------------------------------
of the Owner's Restricted Definitive Security for a beneficial interest in the
[CHECK ONE] [_] 144A Global Note, [_] Regulation S Global Note, [_] IAI Global
Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.
<PAGE>

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                              _____________________
                              [Insert Name of Owner]

                              By:___________________
                              Name:
                              Title:

Dated:_______, ___