<PAGE>   1
                                                                    EXHIBIT 4(a)


================================================================================

                            ANADARKO FINANCE COMPANY
                                                 , AS COMPANY

                         ANADARKO PETROLEUM CORPORATION
                                                     , AS GUARANTOR

                                       AND

                              THE BANK OF NEW YORK
                                            , AS TRUSTEE

                                   ----------

                                    INDENTURE

                           DATED AS OF APRIL 26, 2001

                              SERIES A AND SERIES B

                                  $400,000,000
                          6 3/4% SENIOR NOTES DUE 2011

                                  $900,000,000
                          7 1/2% SENIOR NOTES DUE 2031

================================================================================
<PAGE>   2

                             CROSS-REFERENCE TABLE*


<TABLE>
<CAPTION>
 TIA Section                                                                              Indenture Section
 -----------                                                                              -----------------

<S>                                                                                      <C>
310 (a)(1) .............................................................................       6.10
    (a)(2) .............................................................................       6.10
    (a)(3) .............................................................................       N.A.
    (a)(4) .............................................................................       N.A.
    (a)(5) .............................................................................       6.10
    (b) ................................................................................       6.10; 7.01(b)
    (c) ................................................................................       N.A.
311 (a) ................................................................................       6.11
    (b) ................................................................................       6.11
    (c) ................................................................................       N.A.
312 (a) ................................................................................       2.05
    (b) ................................................................................      11.03
    (c) ................................................................................      11.03
313 (a) ................................................................................       6.06
    (b) ................................................................................       6.06
    (c) ................................................................................       6.06
    (d) ................................................................................       6.06
314 (a) ................................................................................       3.03
    (b) ................................................................................       N.A.
    (c)(1) .............................................................................       11.04
    (c)(2) .............................................................................       11.04
    (c)(3) .............................................................................       N.A.
    (d) ................................................................................       N.A.
    (e) ................................................................................       11.05
    (f) ................................................................................       N.A.
315 (a) ................................................................................       6.01(b)
    (b) ................................................................................       6.05
    (c) ................................................................................       6.01(a)
    (d) ................................................................................       6.01(c)
    (e) ................................................................................       5.11
316 (a)(last sentence) .................................................................       2.09
    (a)(1)(A) ..........................................................................       5.05
    (a)(1)(B) ..........................................................................       5.04
    (a)(2) .............................................................................       N.A.
    (b) ................................................................................       5.07
    (c) ................................................................................       8.04
317 (a)(1) .............................................................................       5.08
    (a)(2) .............................................................................       5.09
    (b) ................................................................................       2.04
318 (a) ................................................................................      10.01
318 (c) ................................................................................      10.01
</TABLE>

----------

N.A. means not applicable

* This Cross-Reference Table is not part of this Indenture

<PAGE>   3
                               TABLE OF CONTENTS
<TABLE>
<S>            <C>                                                                                         <C>
                                                  ARTICLE I

                                  DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01   Definitions..................................................................................1
SECTION 1.02   Other Definitions............................................................................5
SECTION 1.03   Incorporation by Reference of Trust Indenture Act............................................5
SECTION 1.04   Rules of Construction........................................................................6

                                                  ARTICLE II

                                                THE SECURITIES

SECTION 2.01   Form and Dating..............................................................................6
SECTION 2.02   Execution and Authentication.................................................................7
SECTION 2.03   Registrar and Paying Agent...................................................................8
SECTION 2.04   Paying Agent to Hold Money in Trust..........................................................8
SECTION 2.05   Holder Lists.................................................................................8
SECTION 2.06   Transfer and Exchange........................................................................9
SECTION 2.07   Certificated Securities.....................................................................12
SECTION 2.08   Replacement Securities......................................................................13
SECTION 2.09   Outstanding Securities......................................................................13
SECTION 2.10   Treasury Securities.........................................................................13
SECTION 2.11   Temporary Securities........................................................................14
SECTION 2.12   Cancellation................................................................................14
SECTION 2.13   Defaulted Interest..........................................................................14
SECTION 2.14   Persons Deemed Owners.......................................................................14
SECTION 2.15   CUSIP Numbers...............................................................................14

                                                 ARTICLE III

                                                  COVENANTS

SECTION 3.01   Payment of Securities.......................................................................15
SECTION 3.02   Maintenance of Office or Agency.............................................................15
SECTION 3.03   SEC Reports; Financial Statements...........................................................15
SECTION 3.04   Compliance Certificate......................................................................16
SECTION 3.05   Corporate Existence.........................................................................16
SECTION 3.06   Waiver of Stay, Extension or Usury Laws.....................................................17
SECTION 3.07   Limitation on Liens.........................................................................17

                                                  ARTICLE IV

                                        CONSOLIDATION, MERGER AND SALE

SECTION 4.01   Limitation on Mergers and Consolidations....................................................18
SECTION 4.02   Successors Substituted......................................................................19
SECTION 4.03   Assignment of Company's Obligations.........................................................20
</TABLE>



                                 i
<PAGE>   4

<TABLE>
<S>            <C>                                                                                         <C>
                                                  ARTICLE V

                                            DEFAULTS AND REMEDIES

SECTION 5.01   Events of Default...........................................................................20
SECTION 5.02   Acceleration................................................................................21
SECTION 5.03   Other Remedies..............................................................................22
SECTION 5.04   Waiver of Existing Defaults.................................................................22
SECTION 5.05   Control by Majority.........................................................................23
SECTION 5.06   Limitations on Suits........................................................................23
SECTION 5.07   Rights of Holders to Receive Payment........................................................23
SECTION 5.08   Collection Suit by Trustee..................................................................24
SECTION 5.09   Trustee May File Proofs of Claim............................................................24
SECTION 5.10   Priorities..................................................................................24
SECTION 5.11   Undertaking for Costs.......................................................................25

                                                  ARTICLE VI

                                                   TRUSTEE

SECTION 6.01   Duties of Trustee...........................................................................25
SECTION 6.02   Rights of Trustee...........................................................................26
SECTION 6.03   Individual Rights of Trustee................................................................27
SECTION 6.04   Trustee's Disclaimer........................................................................27
SECTION 6.05   Notice of Defaults..........................................................................27
SECTION 6.06   Reports by Trustee to Holders...............................................................27
SECTION 6.07   Compensation and Indemnity..................................................................27
SECTION 6.08   Replacement of Trustee......................................................................28
SECTION 6.09   Successor Trustee by Merger, etc............................................................29
SECTION 6.10   Eligibility; Disqualification...............................................................29
SECTION 6.11   Preferential Collection of Claims Against Company...........................................29

                                                 ARTICLE VII

                                            DISCHARGE OF INDENTURE

SECTION 7.01   Termination of Company's Obligations........................................................30
SECTION 7.02   Application of Trust Money..................................................................32
SECTION 7.03   Repayment to Company........................................................................32
SECTION 7.04   Reinstatement...............................................................................32

                                                 ARTICLE VIII

                                                  AMENDMENTS

SECTION 8.01   Without Consent of Holders..................................................................32
SECTION 8.02   With Consent of Holders.....................................................................33
SECTION 8.03   Compliance with Trust Indenture Act.........................................................35
SECTION 8.04   Revocation and Effect of Consents...........................................................35
SECTION 8.05   Notation on or Exchange of Securities.......................................................35
SECTION 8.06   Trustee to Sign Amendments, etc.............................................................35
</TABLE>


                                 ii
<PAGE>   5

<TABLE>
<S>            <C>                                                                                         <C>
                                                  ARTICLE IX

                                           GUARANTEES OF SECURITIES

SECTION 9.01   Unconditional Guarantees....................................................................36
SECTION 9.02   Execution and Delivery of Notation of Guarantees............................................38

                                                  ARTICLE X

                                                  REDEMPTION

SECTION 10.01  Notices to Trustee..........................................................................38
SECTION 10.02  Selection of Securities to be Redeemed......................................................38
SECTION 10.03  Notices to Holders..........................................................................38
SECTION 10.04  Effect of Notices of Redemption.............................................................39
SECTION 10.05  Deposit of Redemption Price.................................................................39
SECTION 10.06  Securities Redeemed in Part.................................................................40
SECTION 10.07  Optional Redemption.........................................................................40

                                                  ARTICLE XI

                                                MISCELLANEOUS

SECTION 11.01  Trust Indenture Act Controls................................................................40
SECTION 11.02  Notices.....................................................................................40
SECTION 11.03  Communication by Holders with Other Holders.................................................41
SECTION 11.04  Certificate and Opinion as to Conditions Precedent..........................................41
SECTION 11.05  Statements Required in Certificate or Opinion...............................................42
SECTION 11.06  Rules by Trustee and Agents.................................................................42
SECTION 11.07  Legal Holidays..............................................................................42
SECTION 11.08  No Recourse Against Others..................................................................42
SECTION 11.09  Governing Law...............................................................................42
SECTION 11.10  Consent to Jurisdiction and Service of Process..............................................42
SECTION 11.11  Waiver of Immunity..........................................................................43
SECTION 11.12  Judgment Currency...........................................................................43
SECTION 11.13  No Adverse Interpretation of Other Agreements...............................................43
SECTION 11.14  Successors..................................................................................44
SECTION 11.15  Severability................................................................................44
SECTION 11.16  Counterpart Originals.......................................................................44
SECTION 11.17  Table of Contents, Headings, etc............................................................44


                                                  EXHIBITS

EXHIBIT A  Form of 10-Year Security.......................................................................A-1
EXHIBIT B  Form of 30-Year Security.......................................................................B-1
</TABLE>


                                      iii
<PAGE>   6

         INDENTURE dated as of April 26, 2001 among Anadarko Finance Company, an
unlimited liability company organized under the laws of the province of Nova
Scotia, Canada (the "Company"), Anadarko Petroleum Corporation, a Delaware
corporation (the "Guarantor"), and The Bank of New York, as trustee (the
"Trustee").

         Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Company's (i) 6 3/4%
Series A Senior Notes due 2011 (the "Series A 10-Year Securities") and 6 3/4%
Series B Senior Notes due 2011 (the "Series B 10-Year Securities" and together
with the Series A 10-Year Securities, the "10-Year Securities") and (ii) 7 1/2%
Series A Senior Notes due 2031 (the "Series A 30-Year Securities") and 7 1/2%
Series B Senior Notes due 2031 (the "Series B 30-Year Securities" and together
with the Series A 30-Year Securities, the "30-Year Securities"). The Series A
10-Year Securities and the Series A 30-Year Securities are collectively referred
to herein as the "Series A Securities", and the Series B 10-Year Securities and
the Series B 30-Year Securities are collectively referred to herein as the
"Series B Securities." In addition, each of the Series A 10-Year Securities, the
Series B 10-Year Securities, the Series A 30-Year Securities and the Series B
30-Year Securities shall constitute a "series" of Securities:

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01        Definitions.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, such specified Person. For purposes of this definition, "control"
of a Person shall mean the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" shall have meanings correlative to the foregoing. The Trustee may
request and may conclusively rely upon an Officers' Certificate to determine
whether any Person is an Affiliate of any specified Person.

         "Agent" means any Registrar or Paying Agent.

         "Bankruptcy Law" means Title 11, U.S. Code or any similar federal,
state or foreign law for the relief of debtors.

         "Board of Directors" of any Person means the board of directors of such
Person or any committee thereof duly authorized, with respect to any particular
matter, to act by or on behalf of the board of directors of such Person.

         "Business Day" means any day that is not a Legal Holiday.

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

         "Consolidated Net Tangible Assets " means the aggregate amount of
assets of the Guarantor and its Restricted Subsidiaries (less applicable
reserves and other properly deductible items but including investments in
non-consolidated Persons) after deducting therefrom (a) all current liabilities
(excluding any portion thereof constituting Funded Debt by reason of being
renewable or extendible at the option of the obligor beyond twelve months from
the date of determination) and (b) all goodwill, trade names, trademarks,
patents, unamortized debt discount and expense and other like intangibles, all
as set forth on a consolidated balance sheet of the Guarantor and its
consolidated Subsidiaries and computed in accordance with GAAP.



                                      -1-
<PAGE>   7

         "Corporate Trust Office of the Trustee" means the office of the Trustee
at which the corporate trust business of the Trustee shall be principally
administered, which office shall initially be located at the address of the
Trustee specified in Section 11.02 hereof and may be located at such other
address as the Trustee may give notice to the Company and the Holders or such
other address as a successor Trustee may designate from time to time by notice
to the Holders and the Company.

         "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

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

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

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and any successor statute.

         "Exchange Offer" means the offer that may be made by the Company
pursuant to the Registration Rights Agreement to exchange each series of the
Series B Securities for the corresponding series of Series A Securities.

         "Exchange Offer Registration Statement" means a registration statement
under the Securities Act relating to an Exchange Offer, including the related
prospectus.

         "Funded Debt" means all indebtedness of the Company or the Guarantor
for money borrowed which is not by its terms subordinated in right of payment to
the prior payment in full of the Securities (in the case of indebtedness of the
Company) or the Guarantees (in the case of indebtedness of the Guarantor),
having a maturity of more than 12 months from the date as of which the amount
thereof is to be determined or having a maturity of less than 12 months but by
its terms being (i) renewable or extendible beyond 12 months from such date at
the option of the obligor or (ii) issued in connection with a commitment by a
bank or other financial institution to lend so that such indebtedness is treated
as though it had a maturity in excess of 12 months pursuant to GAAP.

         "GAAP" means generally accepted accounting principles in the United
States 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, as in effect from time to time.

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

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

         "Indebtedness" means any indebtedness for money borrowed or
representing the deferred purchase price of property or assets purchased.

         "Indenture" means this Indenture as amended or supplemented from time
to time.

         "Initial Purchaser" means Credit Suisse First Boston Corporation, as
initial purchaser of the Series A Securities in the Offering.



                                      -2-
<PAGE>   8

         "Interest Payment Date" shall have the meaning assigned to such term in
the Securities.

         "Issue Date" means the first date on which the Series A Securities are
issued under this Indenture.

         "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in any of New York, New York, Houston, Texas or a place of payment
are authorized or obligated by law, regulation or executive order to remain
closed.

         "Liquidated Damages" has the meaning given to such term in the
Registration Rights Agreement.

         "Maturity," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

         "Mortgage" means and includes any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance.

         "Offering" means the offering of the Original Securities pursuant to
the Offering Circular.

         "Offering Circular" means the Confidential Offering Circular of the
Company, dated April 19, 2001, relating to the Offering.

         "Officer" means the Chairman of the Board, the Chief Executive Officer,
the President, any Vice Chairman of the Board, any Vice President, the Chief
Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant
Treasurer, the Controller, the Secretary or any Assistant Secretary of a Person.

         "Officers' Certificate" means a certificate signed by two Officers of a
Person, one of whom must be the Person's Chief Executive Officer, Chief
Financial Officer or Chief Accounting Officer.

         "Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. Such counsel may be an employee of or counsel to the
Company, the Guarantor or the Trustee.

         "Person" means any individual, corporation, partnership, limited
liability company, limited or general partnership, joint venture, incorporated
or unincorporated association, joint-stock company, trust, unincorporated
organization or government or other agency or political subdivision thereof or
other entity of any kind.

         "Principal Property" means any manufacturing plant, processing plant,
property interest in oil, gas, coal or other minerals in place or in geothermal
resources in place, pipeline, warehouse, office building or interest in real
property which is located in the United States or offshore the United States and
owned by the Guarantor or any Restricted Subsidiary, the gross book value
(without deduction of any depreciation or depletion reserves) of which on the
date as of which the determination is being made exceeds 2% of Consolidated Net
Tangible Assets, other than any such plant, property interest, pipeline,
warehouse, office building or interest in real property, or any portion of the
foregoing, which, in the opinion of the Board of Directors of the Guarantor, is
not of material importance to the total business conducted by the Guarantor and
its Subsidiaries as an entirety.

         "Private Exchange" means the offer by the Company, pursuant to the
Registration Rights Agreement, to the Initial Purchaser to issue and deliver to
the Initial Purchaser, in exchange for the Original Securities held by the
Initial Purchaser as part of its initial distribution, a like aggregate
principal amount of Private Exchange Securities.



                                      -3-
<PAGE>   9

         "Private Exchange Securities" means the Series B Securities to be
issued pursuant to this Indenture to the Initial Purchaser in a Private
Exchange.

         "Purchase Agreement" means the Purchase Agreement, dated as of April
19, 2001, among the Company, the Guarantor and the Initial Purchaser.

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

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

         "Redemption Price" shall have the meaning assigned to such term in the
Securities.

         "Registration Rights Agreement" means that certain Registration Rights
Agreement, dated as of April 26, 2001, among the Company, the Guarantor and the
Initial Purchaser relating to the Securities.

         "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
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, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

         "Restricted Subsidiary" means any Subsidiary of the Guarantor, except a
Subsidiary of the Guarantor that (a) neither transacts any substantial portion
of its business nor regularly maintains any substantial portion of its fixed
assets within the United States of America or offshore the United States of
America or (b) is engaged primarily in financing the operations of the Guarantor
or its Subsidiaries, or both.

         "SEC" means the Securities and Exchange Commission.

         "Securities" means the Series A Securities and the Series B Securities.

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

         "Securities Custodian" means the Trustee, as custodian with respect to
the Securities in global form, or any successor entity thereto.

         "Series A Securities" means, collectively, the Company's (i) 6 3/4%
Series A Senior Notes due 2011 and (ii) 7 1/2% Series A Senior Notes due 2031,
in each case, to be issued pursuant to this Indenture.

         "Series B Securities" means, collectively, the Company's (i) 6 3/4%
Series B Senior Notes due 2011 and (ii) 7 1/2% Series B Senior Notes due 2031,
in each case, to be issued pursuant to this Indenture in the Exchange Offer.

         "Shelf Registration Statement" means the registration statement to be
filed by the Company, in connection with the offer and sale of Original
Securities or Private Exchange Securities, pursuant to the Registration Rights
Agreement.

         "Stated Maturity" means, with respect to any Security, the date
specified in such Security as the fixed date on which the principal of such
Security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
Security at the option of the holder thereof upon the happening of any
contingency unless such contingency has occurred).



                                      -4-
<PAGE>   10

         "Subsidiary" of any Person means a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by such
Person or by one or more other Subsidiaries of such Person, or by such Person
and one or more other Subsidiaries of such Person. For the purposes of this
definition, "voting stock" means stock which ordinarily has voting power for the
election of directors, whether at all times or only so long as no senior class
of stock has such voting power by reason of any contingency.

         "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C.
Sections 77aaa-77bbbb), as in effect on the Issue Date.

         "Transfer Restricted Securities" has the meaning assigned to such term
in Section 6 of the Registration Rights Agreement.

         "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

         "U.S. Government Obligations" means direct obligations of the United
States of America for the payment of which the full faith and credit of the
United States of America is pledged.

SECTION 1.02        Other Definitions.

<TABLE>
<CAPTION>
                                 TERM                         DEFINED IN SECTION
         ---------------------------------------------------  ------------------
<S>                                                           <C>
         "Agent Members" ...................................        2.01(c)
         "DTC" .............................................        2.03
         "Event of Default" ................................        5.01
         "Global Security" .................................        2.01(b)
         "Guarantees" ......................................        9.01(a)
         "Original Securities" .............................        2.02
         "Paying Agent" ....................................        2.03
         "Registrar" .......................................        2.03
         "Regulation S" ....................................        2.01(b)
         "Rule 144A" .......................................        2.01(b)
         "Successor" .......................................        4.01
</TABLE>

SECTION 1.03        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:

         "commission" means the SEC.

         "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.

         "obligor" on the indenture securities means the Company and the
Guarantor.


                                      -5-
<PAGE>   11

         All terms used in this Indenture that are defined by the TIA, defined
by a TIA reference to another statute or defined by an SEC rule under the TIA
have the meanings so assigned to them.

SECTION 1.04        Rules of Construction.

         Unless the context otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;

                  (4) words in the singular include the plural, and in the
         plural include the singular; and

                  (5) provisions apply to successive events and transactions.


                                   ARTICLE II

                                 THE SECURITIES

SECTION 2.01        Form and Dating.

         (a) General. The 10-Year Securities and the 30-Year Securities, any
notations thereon relating to the Guarantees and the Trustee's certificate of
authentication shall be substantially in the form of Exhibits A and B,
respectively, to this Indenture, the terms of which are hereby incorporated into
this Indenture. The Securities may have notations, legends or endorsements
required by law, securities exchange rule, the Company's certificate of
incorporation, memorandum of association, articles of association, other
organizational documents, agreements to which the Company is subject, if any, or
usage, provided that any such notation, legend or endorsement is in a form
acceptable to the Company. Each Security shall be dated the date of its
authentication. The Securities shall be in registered form without coupons and
only in denominations of $1,000 and any integral multiples thereof. The terms
and provisions contained in the Securities shall constitute, and are hereby
expressly made, a part of this Indenture and to the extent applicable, the
Company, the Guarantor and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.

         (b) Global Securities. Original Securities of any Series offered and
sold to a Q.B. in reliance on Rule 144A under the Securities Act ("Rule 144A")
or in reliance on Regulation S under the Securities Act ("Regulation S"), in
each case as provided in the Purchase Agreement, shall be issued initially in
the form of one or more permanent global Securities in definitive, fully
registered form without interest coupons with the global securities legend and
restricted securities legend set forth in Section 2.06 (each, a "Global
Security"), which shall be deposited on behalf of the purchasers of the Original
Securities represented thereby with the Trustee, at its New York office, as
custodian for the Depositary (or with such other custodian as the Depositary may
direct), and registered in the name of the Depositary or a nominee of the
Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the Global Securities
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 hereinafter
provided.

         (c) Book-entry Provisions. This Section 2.01(c) shall apply only to a
Global Security deposited with or on behalf of the Depositary.


                                      -6-
<PAGE>   12

         The Company shall execute and the Trustee shall, in accordance with
this Section 2.01(c), authenticate and deliver initially one or more Global
Securities that (i) shall be registered in the name of the Depositary for such
Global Security or Global Securities or the nominee of such Depositary and (ii)
shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary's instructions or held by the Trustee as custodian for the
Depositary.

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

         (d) Certificated Securities. Except as provided in this Section 2.01 or
Section 2.06 or 2.07, owners of beneficial interests in Global Securities will
not be entitled to receive physical delivery of certificated Securities.

SECTION 2.02        Execution and Authentication.

         One Officer of the Company shall sign the Securities on behalf of the
Company by manual or facsimile signature. The Company's seal may be (but shall
not be required to be) impressed, affixed, imprinted or reproduced on the
Securities and may be in facsimile form.

         If an Officer of the Company whose signature is on a Security no longer
holds that office at the time the Security is authenticated, the Security shall
be valid nevertheless.

         A Security shall not be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose until authenticated by the manual
signature of an authorized signatory of the Trustee, which signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

         The Trustee shall authenticate (i) for original issue on the Issue Date
each of (A) the 10-Year Series A Securities in the aggregate principal amount of
$400,000,000 and (B) the 30-Year Series A Securities in the aggregate principal
amount of $900,000,000 (collectively, the "Original Securities"), (ii) the
Series B Securities for original issue, pursuant to an Exchange Offer or Private
Exchange, for a like principal amount of Series A Securities and (iii) any
amount of additional Securities specified by the Company, in each case, upon a
written order of the Company signed by one Officer of the Company. Such order
shall specify (a) the amount of the Securities of each series to be
authenticated and the date of original issue thereof, and (b) whether the
Securities are Series A Securities or Series B Securities. The aggregate
principal amount of Securities of any series outstanding at any time may not
exceed the aggregate principal amount of Securities of such series authorized
for issuance by the Company pursuant to one or more written orders of the
Company, except as provided in Section 2.08 hereof. Subject to the foregoing,
the aggregate principal amount of Securities of any series that may be issued
under this Indenture shall not be limited.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. Unless limited by the terms of such
appointment, 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 an Agent to deal with the Company, or an Affiliate of any of
them.


                                      -7-
<PAGE>   13

         The Series A Securities of any series and the corresponding Series B
Securities of such series shall be considered collectively to be a single class
for all purposes of this Indenture, including, without limitation, waivers,
amendments, redemptions and offers to purchase.

SECTION 2.03        Registrar and Paying Agent.

         The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or exchange ("Registrar") and an office
or agency where Securities may be presented for payment ("Paying Agent"). The
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
additional paying agents. The term "Registrar" includes any co-registrar and the
term "Paying Agent" includes any additional paying agent.

         The Company shall enter into an appropriate agency agreement with any
Registrar or Paying Agent not a party to this Indenture. The agreement shall
implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee of the name and address of any Agent not a
party to this Indenture. The Company may change any Paying Agent or Registrar
without notice to any Holder. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The
Company or any of its Subsidiaries may act as Paying Agent or Registrar.

         The Company initially appoints the Trustee as Registrar and Paying
Agent.

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

SECTION 2.04        Paying Agent to Hold Money in Trust.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of or premium, if any, or interest on the Securities, whether such
money shall have been paid to it by the Company or the Guarantor, and will
notify the Trustee of any default by the Company or the Guarantor in making any
such payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee and to account for any funds
disbursed. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed. Upon payment
over to the Trustee and upon accounting for any funds disbursed, the Paying
Agent (if other than the Company or a Subsidiary of the Company) shall have no
further liability for the money. If the Company or a Subsidiary of the Company
acts as Paying Agent, it shall segregate and hold in a separate trust fund for
the benefit of the Holders all money held by it as Paying Agent.

SECTION 2.05        Holder Lists.

         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
Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is
not the 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 Holders, and the
Company shall otherwise comply with TIA Section 312(a).


                                      -8-
<PAGE>   14

SECTION 2.06        Transfer and Exchange.

         (a) Transfer and Exchange of Global Securities. (i) The transfer and
exchange of Global Securities or beneficial interests therein shall be effected
through the Depositary, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Depositary therefor. A transferor of a beneficial interest in a Global Security
shall deliver to the Registrar a written order given in accordance with the
Depositary's procedures containing information regarding the participant account
of the Depositary to be credited with a beneficial interest in the Global
Security. The Registrar shall, in accordance with such instructions, instruct
the Depositary to credit to the account of the Person specified in such
instructions a beneficial interest in the Global Security and to debit the
account of the Person making the transfer the beneficial interest in the Global
Security being transferred.

                  (ii) Notwithstanding any other provisions of this Indenture
         (other than the provisions set forth in Section 2.07), a Global
         Security may not be transferred as a whole except by the Depositary to
         a nominee of the Depositary or by a nominee of the Depositary to the
         Depositary or another nominee of the Depositary or by the Depositary or
         any such nominee to a successor Depositary or a nominee of such
         successor Depositary.

                  (iii) If a Global Security is exchanged for Securities in
         definitive registered form pursuant to this Section 2.06 or Section
         2.07 of this Indenture, prior to the consummation of an Exchange Offer
         or prior to or in a transfer made pursuant to an effective Shelf
         Registration Statement with respect to such Securities, such Securities
         may be exchanged only in accordance with such procedures as are
         substantially consistent with the provisions of this Section 2.06
         (including the certification and other requirements set forth on the
         reverse of the Original Securities intended to ensure that such
         transfers comply with Rule 144A or Regulation S, as the case may be, or
         are otherwise in compliance with the requirements of the Securities
         Act) and such other procedures as may from time to time be adopted by
         the Company.

         (b) Legend.

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

                  "THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "SECURITIES ACT OF 1933"), OR ANY STATE SECURITIES LAWS, AND
                  MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR
                  FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET
                  FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE
                  HOLDER:

                  (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL
                  BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
                  OF 1933;

                  (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE
                  ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE
                  TRANSFER THE SECURITY EVIDENCED HEREBY EXCEPT (A) TO THE
                  COMPANY, THE GUARANTOR OR ANY SUBSIDIARY


                                      -9-
<PAGE>   15

                  THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
                  WITH RULE 144A UNDER THE SECURITIES ACT OF 1933, (C) TO A
                  NON-U.S. PERSON OUTSIDE THE UNITED STATES IN COMPLIANCE WITH
                  REGULATION S UNDER THE SECURITIES ACT OF 1933, (D) PURSUANT TO
                  THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
                  SECURITIES ACT OF 1933 (IF AVAILABLE) OR (E) PURSUANT TO A
                  REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
                  THE SECURITIES ACT OF 1933 AND WHICH CONTINUES TO BE EFFECTIVE
                  AT THE TIME OF SUCH TRANSFER; AND

                  (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE
                  SECURITY EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A
                  TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE) A NOTICE SUBSTANTIALLY
                  TO THE EFFECT OF THIS LEGEND."

                  (ii) Upon any sale or transfer of a Transfer Restricted
         Security (including any Transfer Restricted Security represented by a
         Global Security) pursuant to Rule 144 under the Securities Act, in the
         case of any Transfer Restricted Security that is represented by a
         Global Security, the Registrar shall permit the Holder thereof to
         exchange such Transfer Restricted Security for a certificated Security
         that does not bear the legend set forth above and rescind any
         restriction on the transfer of such Transfer Restricted Security, if
         the Holder certifies in writing to the Registrar that its request for
         such exchange was made in reliance on Rule 144 (such certification to
         be in the form set forth on the reverse of the Security).

                  (iii) After a transfer of any Original Securities or Private
         Exchange Securities during the period of the effectiveness of and
         pursuant to a Shelf Registration Statement with respect to such
         Original Securities or Private Exchange Securities, as the case may be,
         all requirements pertaining to legends on such Original Security or
         such Private Exchange Security will cease to apply, the requirements
         requiring any such Original Security or such Private Exchange Security
         issued to certain Holders be issued in global form will cease to apply,
         and a certificated Original Security or Private Exchange Security
         without legends will be available to the transferee of the Holder of
         such Original Securities or Private Exchange Securities upon exchange
         of such transferring Holder's certificated Original Security or Private
         Exchange Security or directions to transfer such Holder's interest in
         the Global Security, as applicable.

                  (iv) Upon the consummation of a Registered Exchange Offer with
         respect to the Original Securities pursuant to which Holders of such
         Original Securities are offered Exchange Securities in exchange for
         their Original Securities, all requirements pertaining to such Original
         Securities that Original Securities issued to certain Holders be issued
         in global form will cease to apply and certificated Original Securities
         with the restricted securities legend set forth in Section 2.06(b) will
         be available to Holders of such Original Securities that do not
         exchange their Original Securities, and Exchange Securities in
         certificated or global form will be available to Holders that exchange
         such Original Securities in such Exchange Offer.

                  (v) Upon the consummation of a Private Exchange with respect
         to the Original Securities pursuant to which Holders of such Original
         Securities are offered Private Exchange Securities in exchange for
         their Original Securities, all requirements pertaining to such Original
         Securities that Original Securities issued to certain Holders be issued
         in global form will still apply, and Private Exchange Securities in
         global form with the Restricted Securities Legend set forth in


                                      -10-
<PAGE>   16

         Section 2.06(b) will be available to Holders that exchange such
         Original Securities in such Private Exchange.

         (c) Cancellation or Adjustment of Global Security. At such time as all
beneficial interests in a Global Security have either been exchanged for
certificated Securities, redeemed, repurchased or canceled, such Global Security
shall be returned to the Depositary for cancellation or retained and canceled by
the Trustee. At any time prior to such cancellation, if any beneficial interest
in a Global Security is exchanged for certificated Securities, redeemed,
repurchased or canceled, the principal amount of Securities represented by such
Global Security shall be reduced and an adjustment shall be made on the books
and records of the Trustee (if it is then the Securities Custodian for such
Global Security) with respect to such Global Security, by the Trustee or the
Securities Custodian, to reflect such reduction.

         (d) Obligations with Respect to Transfers and Exchanges of Securities.

                  (i) To permit registrations of transfers and exchanges, the
         Company shall execute and the Trustee shall authenticate certificated
         Securities and Global Securities at the Registrar's or co-Registrar's
         request. No service charge shall be made for any registration of
         transfer or exchange, but the Company may require payment of a sum
         sufficient to cover any transfer tax, assessments, or similar
         governmental charge payable in connection therewith (other than any
         such transfer taxes, assessments or similar governmental charge payable
         upon exchange or transfer pursuant to Sections 5.11, 8.05 and 10.06 of
         the Indenture).

                  (ii) The Registrar or co-registrar shall not be required to
         register the transfer of or exchange of (a) any certificated Security
         selected for redemption in whole or in part pursuant to Article X of
         this Indenture, except the unredeemed portion of any certificated
         Security being redeemed in part, or (b) any Security for a period
         beginning 15 Business Days before the mailing of a notice of an offer
         to repurchase or redeem Securities or 15 Business Days before an
         interest payment date.

                  (iii) Prior to the due presentation for registration of
         transfer of any Security, the Company, the Trustee, the Paying Agent,
         the Registrar or any co-Registrar may deem and treat the Person in
         whose name a Security is registered as the absolute owner of such
         Security for the purpose of receiving payment of principal of, premium,
         if any, and interest and Liquidated Damages, if any, on such Security
         and for all other purposes whatsoever, whether or not such Security is
         overdue, and none of the Company, the Trustee, the Paying Agent, the
         Registrar or any co-registrar shall be affected by notice to the
         contrary.

                  (iv) All Securities issued upon any transfer or exchange
         pursuant to the terms of this Indenture shall evidence the same debt
         and shall be entitled to the same benefits under this Indenture as the
         Securities surrendered upon such transfer or exchange.

         (e) No Obligation of the Trustee.

                  (i) The Trustee shall have no responsibility or obligation to
         any beneficial owner of a Global Security, any Agent Member or other
         Person with respect to the accuracy of the records of the Depositary or
         its nominee or of any participant or member thereof, with respect to
         any ownership interest in the Securities or with respect to the
         delivery to any participant, member, beneficial owner or other Person
         (other than the Depositary) of any notice (including any notice of
         redemption) or the payment of any amount, under or with respect to such
         Securities. All notices and communications to be given to the Holders
         and all payments to be made to Holders under the Securities shall be
         given or made only to or upon the order of the registered Holders
         (which shall be the Depositary or its nominee in the case of a Global
         Security). The rights of beneficial owners in any Global Security


                                      -11-
<PAGE>   17

         shall be exercised only through the Depositary subject to the
         applicable rules and procedures of the Depositary. The Trustee may rely
         conclusively and shall be fully protected in relying upon information
         furnished by the Depositary with respect to its members, participants
         and any beneficial owners.

                  (ii) 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, members or beneficial owners
         in any Global Security) other than to require delivery of such
         certificates and other documentation or evidence as are expressly
         required by, and to do so if and when expressly required by, the terms
         of this Indenture, and to examine the same to determine substantial
         compliance as to form with the express requirements hereof.

SECTION 2.07        Certificated Securities.

         (a) A Global Security deposited with the Depositary or with the Trustee
as custodian for the Depositary pursuant to Section 2.01 shall be transferred to
the beneficial owners thereof in the form of certificated Securities in an
aggregate principal amount equal to the principal amount of such Global
Security, in exchange for such Global Security, only if such transfer complies
with Section 2.06 and (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Security or if at
any time such Depositary ceases to be a "clearing agency" registered under the
Exchange Act and a successor depositary is not appointed by the Company within
90 days of such notice, or (ii) the Company, in its sole discretion, notifies
the Trustee in writing that it elects to cause the issuance of certificated
Securities under this Indenture.

         (b) Any Global Security that is transferred to the beneficial owners
thereof pursuant to this Section shall be surrendered by the Depositary to the
Trustee at its office located in the Borough of Manhattan, The City of New York,
to be so transferred, in whole or from time to time in part, without charge, and
the Trustee shall authenticate and deliver, upon such transfer of each portion
of such Global Security, an equal aggregate principal amount of certificated
Securities of authorized denominations. Any portion of a Global Security
transferred pursuant to this Section shall be executed, authenticated and
delivered only in denominations of $1,000 and any integral multiple thereof and
registered in such names as the Depositary shall direct. Any certificated
Original Security delivered in exchange for an interest in the Global Security
shall, except as otherwise provided by Section 2.06(d), bear the restricted
securities legend set forth in Section 2.06(b).

         (c) Subject to the provisions of Section 2.06(b), the registered Holder
of a 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.

         (d) If either of the events specified in Section 2.07(a) occurs, the
Company will promptly make available to the Trustee a reasonable supply of
certificated Securities in definitive, fully registered form without interest
coupons.

         (e) If a certificated Security issued pursuant to this Section 2.07 is
exchanged for another certificated Security prior to the consummation of an
Exchange Offer or prior to or in a transfer made pursuant to an effective Shelf
Registration Statement with respect to such Securities, such Securities may be
exchanged only in accordance with such procedures as are substantially
consistent with the provisions of (i) Section 2.06(a)(iii) (including the
certification and other requirements set forth on the reverse of the Original
Securities intended to ensure that such transfers comply with Rule 144A or
Regulation S, as the case


                                      -12-
<PAGE>   18

may be, or are otherwise in compliance with the requirements of the Securities
Act) and such other procedures as may from time to time be adopted by the
Company and (ii) Section 2.06(b).

SECTION 2.08        Replacement Securities.

         If any mutilated Security is surrendered to the Trustee, or the Company
and the Guarantor and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, the Company shall issue and the
Trustee shall authenticate a replacement Security, with an endorsement of the
Guarantee executed by the Guarantor, but only if the Trustee's requirements are
met. If required by the Trustee, the Company or the Guarantor, such Holder must
furnish an indemnity bond that is sufficient in the judgment of the Trustee, the
Company and the Guarantor to protect the Company, the Guarantor, the Trustee,
any Agent or any authenticating agent from any loss which any of them may suffer
if a Security is replaced. The Company, the Trustee and the Guarantor may charge
for their expenses in replacing a Security. If, after the delivery of such
replacement Security, a bona fide purchaser of the original Security in lieu of
which such replacement Security was issued presents for payment or registration
such original Security, the Trustee shall be entitled to recover such
replacement Security from the Person to whom it was delivered or any Person
taking therefrom, except a bona fide purchaser, and shall be entitled to recover
upon the security or indemnity provided therefor to the extent of any loss,
damage, cost or expense incurred by the Trustee, the Company or the Guarantor in
connection therewith.

         Every replacement Security is an additional obligation of the Company.

SECTION 2.09        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 Security
effected by the Trustee hereunder and those described in this Section 2.09 as
not outstanding; provided, however, that in determining whether the holders of
the requisite principal amount of outstanding Securities are present at a
meeting of holders of Securities for quorum purposes or have consented to or
voted in favor of any request, demand, authorization, direction, notice,
consent, waiver, amendment or modification hereunder, Securities held for the
account of the Guarantor, the Company, any of their respective Subsidiaries or
any of their respective Affiliates shall be disregarded and deemed not to be
outstanding, except that in determining whether the Trustee shall be protected
in making such a determination or relying upon any such quorum, consent or vote,
only Securities which a Responsible Officer of the Trustee actually knows to be
so owned shall be so disregarded.

         If a Security is replaced pursuant to Section 2.08 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 3.01 hereof, it ceases to be outstanding and interest on it ceases to
accrue.

         A Security does not cease to be outstanding because the Company, a
Guarantor or an Affiliate of any of them holds the Security.

SECTION 2.10        Treasury Securities.

         In determining whether the Holders of the required principal amount of
Securities of any series have concurred in any direction, waiver or consent,
Securities owned by the Company, the Guarantor or an Affiliate of any of them
shall be disregarded, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Securities which the Trustee knows are so owned shall be so disregarded.


                                      -13-
<PAGE>   19

SECTION 2.11        Temporary Securities.

         Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form of definitive Securities, but may
have variations that the Company considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities in exchange for temporary Securities. Until
so exchanged, the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities.

SECTION 2.12        Cancellation.

         The Company or the Guarantor at any time may deliver Securities to the
Trustee for cancellation. The Registrar and the Paying Agent shall forward to
the Trustee any Securities surrendered to them for registration of transfer,
exchange or payment. The Trustee shall cancel all Securities surrendered for
registration of transfer, exchange, payment, replacement or cancellation. All
canceled Securities held by the Trustee shall be disposed of in accordance with
the usual disposal procedures of the Trustee. The Company may not issue new
Securities to replace Securities that have been paid or that have been delivered
to the Trustee for cancellation.

SECTION 2.13        Defaulted Interest.

         If the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest on the defaulted interest, in each case at the rate provided in
the Securities and in Section 3.01 hereof. The Company may pay the defaulted
interest to the Persons who are Holders on a subsequent special record date. At
least 15 days before any special record date, the Company (or the Trustee, in
the name of and at the expense of the Company) shall mail to Holders a notice
that states the special record date, the related payment date and the amount of
such interest to be paid.

SECTION 2.14        Persons Deemed Owners.

         The Company, the Guarantor, the Trustee, any Agent and any
authenticating agent may treat the Person in whose name any Security is
registered as the owner of such Security for the purpose of receiving payments
of principal of or premium, if any, or interest on such Security and for all
other purposes. None of the Company, the Guarantor, the Trustee, any Agent or
any authenticating agent shall be affected by any notice to the contrary.

SECTION 2.15        CUSIP Numbers.

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


                                      -14-
<PAGE>   20

                                   ARTICLE III

                                    COVENANTS

SECTION 3.01        Payment of Securities.

         The Company shall pay the principal of and premium, if any, Liquidated
Damages, if any, and interest on the Securities on the dates and in the manner
provided in the Securities and in this Indenture. Principal, premium, if any,
Liquidated Damages, if any, and interest shall be considered paid on the date
due if the Paying Agent, other than the Company or a Subsidiary of the Company,
holds by 11:00 a.m., Eastern time, on that date money deposited by the Company
designated for and sufficient to pay all principal, premium, if any, Liquidated
Damages, if any, and interest then due.

         To the extent lawful, the Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal, premium, if any, Liquidated Damages, if any, and interest payments
(without regard to any applicable grace period) at a rate equal to the then
applicable interest rate on the Securities.

         Solely for purposes of disclosure pursuant to the Interest Act (Canada)
(and for no other purpose), the annual interest rate applicable to any series of
Securities, for any portion of any period of less than one year will be the
percentage interest rate per annum stipulated in the Securities as to which the
calculation must be made, multiplied by the number of days in the calendar year
in which the applicable interest is paid, divided by 360.

SECTION 3.02        Maintenance of Office or Agency.

         The Company will maintain, in the Borough of Manhattan, The City of New
York, an office or agency (which may be an office of the Trustee, the Registrar
or the Paying Agent) where Securities may be presented for registration of
transfer or exchange, where Securities may be presented for payment and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. Unless otherwise designated by the Company by written
notice to the Trustee, such office or agency shall be the principal office of
the Trustee in the Borough of Manhattan, The City of New York, which, on the
date hereof, is located at the address set forth in Section 11.02 hereof. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

         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 such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency. The
Company hereby designates the Corporate Trust Office of the Trustee as one such
office or agency of the Company in accordance with Section 2.03 hereof.

SECTION 3.03        SEC Reports; Financial Statements.

         (a) Notwithstanding that the Company and the Guarantor may not be
required to remain subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, the Guarantor shall file with the SEC and provide the
Trustee and the Holders with such annual and quarterly reports and such
information,


                                      -15-
<PAGE>   21

documents and other reports specified in Sections 13 and 15(d) of the Exchange
Act within 15 days after the date it is required (or would otherwise have been
required) to file such reports, information and documents. Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Company's compliance and the Guarantor's compliance with
any of the covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers' Certificates).

         (b) In addition, whether or not required by the rules and regulations
of the SEC, the Guarantor will file a copy of all such information and reports
with the SEC for public availability (unless the SEC will not accept such
filing). In addition, the Guarantor shall furnish to the Holders and to
prospective investors, upon the requests of Holders, any information required to
be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the
Securities are not freely transferable under the Securities Act.

         (c) The Company or the Guarantor shall provide the Trustee with a
sufficient number of copies of all reports and other documents and information
that the Trustee may be required to deliver to Holders under this Section 3.03.

SECTION 3.04        Compliance Certificate.

         (a) The Company and the Guarantor shall deliver to the Trustee, within
120 days after the end of each fiscal year of the Company, a statement signed by
two Officers of the Company (one of whom shall be the principal financial,
principal accounting or principal executive officer of the Company) and two
Officers of the Guarantor (one of whom shall be the principal financial,
principal accounting or principal executive officer of the Guarantor), which
statement need not constitute an Officers' Certificate, complying with TIA
Section 314(a)(4) and stating that in the course of performance by the signing
Officers of the Company and Officers of the Guarantor of their duties as such
Officers, they would normally obtain knowledge of the keeping, observing,
performing and fulfilling by the Company and the Guarantor, respectively, of its
obligations under this Indenture, and further stating, as to each such Officer
signing such statement, that to the best of his knowledge, each of the Company
and the Guarantor has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing all such Defaults or
Events of Default of which such Officer may have knowledge and what action the
Company or the Guarantor, as the case may be, is taking or proposes to take with
respect thereto).

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

SECTION 3.05        Corporate Existence.

         Subject to Article IV, each of the Company and the Guarantor will do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence, rights (charter and statutory) and franchises;
provided, however, that neither the Company nor the Guarantor shall be required
to preserve any such right or franchise if the Board of Directors of the
Guarantor shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company or the Guarantor and that the loss
thereof is not disadvantageous in any material respect to the Holders of
Securities.


                                      -16-
<PAGE>   22

SECTION 3.06        Waiver of Stay, Extension or Usury Laws.

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

SECTION 3.07        Limitation on Liens.

                  The Guarantor will not itself, and will not permit any
Restricted Subsidiary to, incur, issue, assume or guarantee any indebtedness for
money borrowed (all such indebtedness for money borrowed being hereinafter in
this Article called "Debt"), secured by a Mortgage on any Principal Property or
on any shares of stock or Indebtedness of any Restricted Subsidiary, without
effectively providing that the Securities of any series (together with, if the
Guarantor shall so determine, any other indebtedness of the Guarantor or such
Restricted Subsidiary which is not subordinate in right of payment to the prior
payment in full of the Securities of any series) shall be secured equally and
ratably with (or prior to) such secured Debt, so long as such secured Debt shall
be so secured, unless, after giving effect thereto, the aggregate amount of all
Debt so secured would not exceed 10% of Consolidated Net Tangible Assets as of a
date within 150 days prior to such determination; provided, however, that this
Section shall not apply to, and there shall be excluded from secured Debt in any
computation under this Section, Debt secured by:

                  (1) Mortgages existing at the date of this Indenture;

                  (2) Mortgages on property of, or on any shares of stock or
         Indebtedness of, any corporation existing at the time such corporation
         becomes a Restricted Subsidiary;

                  (3) Mortgages in favor of the Guarantor or any Restricted
         Subsidiary;

                  (4) Mortgages on property, shares of stock or Indebtedness
         existing at the time of acquisition thereof (including acquisition
         through merger, consolidation or the reorganization) or to secure the
         payment of all or any part of the purchase price thereof or
         construction thereon or to secure any Debt incurred prior to, at the
         time of, or within 180 days after the later of the acquisition, the
         completion of construction or the commencement of full operation of
         such property or within 180 days after the acquisition of such shares
         or Indebtedness for the purpose of financing all or any part of the
         purchase price thereof or construction thereon, it being understood
         that if a commitment for such financing is obtained prior to or within
         such 180-day period, the applicable Mortgage shall be deemed to be
         included in this clause (4) whether or not such Mortgage is created
         within such 180-day period;

                  (5) Mortgages on property owned or leased by the Guarantor or
         a Restricted Subsidiary in favor of the United States of America or any
         State thereof, or any department, agency or instrumentality or
         political subdivision of the United States of America or any State
         thereof, or in favor of any other country or any political subdivision
         thereof, or in favor of holders of securities issued by any such
         entity, pursuant to any contract or statute (including, without
         limitation, mortgages or easements on property of the Guarantor or any
         Restricted Subsidiary related to the


                                      -17-
<PAGE>   23

         financing of such property pursuant to Section 103 of the Internal
         Revenue Code of 1986, as amended or any successor section thereto);

                  (6) Mortgages to secure partial, progress, advance or other
         payments or any Debt incurred for the purpose of financing all or any
         part of the purchase price or cost of construction, development or
         repair, alternation or improvement of the property subject of such
         Mortgage if the commitment for the financing is obtained not later than
         one year after the latter of the completion of or the placing into
         operation (exclusive of test and start-up periods) of such constructed,
         developed, repaired, altered or improved property;

                  (7) Mortgages on oil, gas, coal or other minerals in place or
         on geothermal resources in place, or on related leasehold or other
         property interests, which are incurred to finance development,
         production or acquisition costs (including, but not limited to,
         Mortgages securing advance sale obligations);

                  (8) Mortgages on equipment used or usable for drilling,
         servicing or operation of oil, gas, coal or other mineral properties or
         of geothermal properties;

                  (9) Mortgages arising in connection with contracts or
         subcontracts with, or made at the request of, the United States of
         America, any State thereof or any department, agency or instrumentally
         of the United States or any State thereof; and

                  (10) any extension, renewal or replacement (or successive
         extensions, renewals or replacements), as a whole or in part, of any
         Mortgage referred to in the foregoing clauses (1) to (9) of this
         Section 3.07, inclusive; provided, however, that such extension,
         renewal or replacement Mortgage shall be limited to all or a part of
         the same property, shares of stock or Restricted Subsidiary
         Indebtedness that secured the Mortgage extended, renewed or replaced
         (plus improvements on such property).

         The following transactions shall not be deemed to create Debt secured
by a Mortgage;

                  (i) the sale or other transfer of oil, gas, coal or other
         minerals in place for a period of time until, or in an amount such
         that, the transferee will realize therefrom a specified amount of money
         (however determined) or a specified amount of oil, gas, coal or other
         minerals, or the sale or other transfer of any other interest in
         property of the character commonly referred to as an oil, gas, coal or
         other mineral payment or a production payment; and

                  (ii) the sale or other transfer by the Guarantor or a
         Restricted Subsidiary of properties to a partnership, joint venture or
         other entity whereby the Guarantor or such Restricted Subsidiary would
         retain partial ownership of such properties.

                                   ARTICLE IV

                         CONSOLIDATION, MERGER AND SALE

SECTION 4.01        Limitation on Mergers and Consolidations.

         The Company shall not consolidate or amalgamate with or merge into any
other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person unless:


                                      -18-
<PAGE>   24

                  (1) (A) in the case of a merger, the Company is the surviving
         entity, or (B) the Person formed by such consolidation or into which
         the Company is merged or the Person which acquires by conveyance or
         transfer, or which leases, the properties and assets of the Company
         substantially as an entirety shall be a corporation, partnership or
         trust, shall be organized and existing under the laws of the United
         States of America, any state thereof, Canada, any province thereof or
         the District of Columbia and shall expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Trustee, in form
         satisfactory to the Trustee, the due and punctual payment of the
         principal of and interest on all the Securities and the performance of
         every covenant of this Indenture on the part of the Company to be
         performed or observed;

                  (2) immediately after giving effect to such transaction, no
         Event of Default, and no event which, after notice or lapse of time or
         both, would become an Event of Default, shall have occurred and be
         continuing; and

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease and such
         supplemental indenture comply with this Article and that all conditions
         precedent herein provided for relating to such transaction have been
         complied with.

         The Guarantor shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person unless:

                  (1) (A) in the case of a merger, the Guarantor is the
         surviving entity, or (B) the Person formed by such consolidation or
         into which the Guarantor is merged or the Person which acquires by
         conveyance or transfer, or which leases, the properties and assets of
         the Guarantor substantially as an entirety shall be a corporation,
         partnership or trust, shall be organized and existing under the laws of
         the United States of America, any State thereof or the District of
         Columbia and shall expressly assume, by an indenture supplemental
         hereto, executed and delivered to the Trustee, in form satisfactory to
         the Trustee, the due and punctual payment of all obligations in respect
         of the Guarantees and the performance of every covenant of this
         Indenture on the part of the Guarantor to be performed or observed;

                  (2) immediately after giving effect to such transaction, no
         Event of Default, and no event which, after notice or lapse of time or
         both, would become an Event of Default, shall have occurred and be
         continuing; and

                  (3) the Guarantor has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease and such
         supplemental indenture comply with this Article and that all conditions
         precedent herein provided for relating to such transaction have been
         complied with.

SECTION 4.02        Successors Substituted.

         Upon any consolidation of the Company or the Guarantor with, or merger
of the Company or the Guarantor into, any other Person, or any conveyance,
transfer or lease of the properties and assets of the Company or the Guarantor
substantially as an entirety in accordance with Section 4.01, the successor
Person formed by such consolidation or into which the Company or the Guarantor
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company or the Guarantor (as the case may be) under this Indenture with the same
effect as if such successor Person had been named as the Company or the
Guarantor (as the case may be) herein, and thereafter, except in the case of a
lease to another Person, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.


                                      -19-
<PAGE>   25

SECTION 4.03        Assignment of Company's Obligations.

         The Company may assign its obligations under the Securities and this
Indenture to any other wholly owned Subsidiary of the Guarantor at any time
without the consent of the Trustee or any Holder, provided that the assignee
agrees to be bound by the terms of this Indenture and the Securities, and the
Guarantees remain in full force and effect. Upon any such assignment by the
Company, the Person to whom such assignment is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture and the Securities, with the same effect as if such Person had
been named as the Company herein and therein, and thereafter, the assignor
Person shall be relieved of all obligations and covenants under this Indenture
and the Securities. A copy of the agreement evidencing such assignment shall be
provided to the Trustee by the Company, promptly after the effective date of
such assignment.

                                    ARTICLE V

                              DEFAULTS AND REMEDIES

SECTION 5.01        Events of Default.

         "Event of Default," wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                  (1) default in the payment of any interest (or Liquidated
         Damages) upon any Security of that series when it becomes due and
         payable, and continuance of such default for a period of 60 days; or

                  (2) default in the payment of the principal of (or premium, if
         any, on) any Security of that series at its Maturity; or

                  (3) default in the performance, or breach, of any covenant or
         warranty of the Company or the Guarantor in this Indenture (other than
         a covenant or warranty a default in whose performance or whose breach
         is elsewhere in this Section specifically dealt with), and continuance
         of such default or breach for a period of 90 days after there has been
         given, by registered or certified mail, to the Company and the
         Guarantor by the Trustee or to the Company, the Guarantor and the
         Trustee by the Holders of at least 25% in principal amount of the
         outstanding Securities of that series a written notice specifying such
         default or breach and requiring it to be remedied and stating that such
         notice is a "Notice of Default" hereunder; or

                  (4) default by the Company or the Guarantor in the payment of
         any principal of any Funded Debt of the Company or the Guarantor
         outstanding in an aggregate principal amount in excess of $25,000,000
         as and when the same shall become due and payable either at maturity,
         upon redemption, by declaration or otherwise, the effect of which
         default is to cause such Funded Debt to become, or to be declared, due
         prior to its stated maturity unless such default shall be cured, by
         payment or otherwise, within 30 days after the receipt by the Company
         and the Guarantor of written notice of such default from the Trustee or
         from the Holders of at least 25% in principal amount of the outstanding
         Securities of that series; or

                  (5) the Guarantee in respect of Securities of that series
         ceases to be in full force and effect or becomes unenforceable or
         invalid or is declared null and void (other than in accordance


                                      -20-
<PAGE>   26

         with the terms of such Guarantee) or the Guarantor denies or disaffirms
         its obligations under such Guarantee; or

                  (6) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company or the
         Guarantor in an involuntary case or proceeding under any applicable
         Federal or State bankruptcy, insolvency, reorganization or other
         similar law or (B) a decree or order adjudging the Company or the
         Guarantor a bankrupt or insolvent, or approving as properly filed a
         petition seeking reorganization, arrangement, adjustment or composition
         of or in respect of the Company or the Guarantor under any applicable
         Federal or State law, or appointing a custodian, receiver, liquidator,
         assignee, trustee, sequestrator or other similar official of the
         Company or the Guarantor or of any substantial part of the property of
         the Company or the Guarantor, or ordering the winding up or liquidation
         of the affairs of the Company or the Guarantor, 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 90 consecutive days; or

                  (7) the commencement by the Company or the Guarantor of a
         voluntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or of any
         other case or proceeding to be adjudicated a bankrupt or insolvent, or
         the consent by it to the entry of a decree or order for relief in
         respect of the Company or the Guarantor in an involuntary case or
         proceeding under 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 it of a petition or answer or consent seeking reorganization
         or relief under any applicable Federal or State law, or the consent by
         it to the filing of such petition or to the appointment of or taking
         possession by a custodian, receiver, liquidator, assignee, trustee,
         sequestrator or similar official of the Company or the Guarantor or of
         any substantial part of the property of the Company or the Guarantor,
         or the making by it of an assignment for the benefit of creditors, 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 the Guarantor in furtherance of any such action.

         The Trustee shall not be deemed to know of a Default or Event of
Default unless a Responsible Officer at the Corporate Trust Office of the
Trustee has actual knowledge of such Default or Event of Default or the Trustee
receives written notice at the Corporate Trust Office of the Trustee of such
Default or Event of Default with specific reference to such Default.

         When a Default is cured, or when an Event of Default is deemed cured
pursuant to Section 5.04, such Default, or Event of Default, as the case may be,
ceases.

SECTION 5.02        Acceleration.

         If an Event of Default (other than an Event of Default specified in
clause (6) or (7) of Section 5.01 hereof with respect to the Company or the
Guarantor) with respect to any series of Securities occurs and is continuing,
the Trustee by notice to the Company, or the Holders of at least 25% in
principal amount of the then outstanding Securities of such series by notice to
the Company and the Trustee, may declare the principal of and premium, if any,
and accrued and unpaid interest and Liquidated Damages, if any, on all then
outstanding Securities of such series to be due and payable immediately. Upon
any such declaration the amounts due and payable on the Securities of such
series, as determined in accordance with the next succeeding paragraph, shall be
due and payable immediately. If an Event of Default specified in clause (6) or
(7) of Section 5.01 hereof with respect to the Company or the Guarantor occurs,
the principal of and premium, if any, and accrued and unpaid interest and
Liquidated Damages, if any, on all Securities then outstanding shall ipso facto
become and be immediately due and payable without any declaration, notice or
other act on the part of the Trustee or any Holder.


                                      -21-
<PAGE>   27

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment for payment of the
money due has been obtained by the Trustee as hereinafter in this Article V
provided, the Holders of a majority in principal amount of the outstanding
Securities of that series, by written notice to the Company, the Guarantor and
the Trustee, may rescind and annul such declaration and its consequences if:

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

                           (A) all overdue interest on all Securities of that
                  series,

                           (B) the principal of (and premium, if any, on) any
                  Securities of that series which have become due otherwise than
                  by such declaration of acceleration and Liquidated Damages, if
                  any, and any interest thereon at the rate or rates prescribed
                  therefor in such Securities or in this Indenture,

                           (C) to the extent that payment of such interest is
                  lawful, interest upon overdue interest and overdue Liquidated
                  Damages, if any, at the rate or rates prescribed therefor in
                  such Securities or in this Indenture, and

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

         and

                  (2) all Events of Default with respect to Securities of that
         series, other than the non-payment of the principal of Securities of
         that series which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 5.04.

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

         If the maturity of the Securities of any series is accelerated pursuant
to this Section 5.02, 100% of the principal amount thereof shall become due and
payable plus premium, if any, and accrued interest and Liquidated Damages, if
any, to the date of payment.

SECTION 5.03        Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal of, or premium, if any,
or interest on the Securities or to enforce the performance of any provision of
the Securities, this Indenture or the Registration Rights Agreement.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. All remedies are cumulative
to the extent permitted by law.

SECTION 5.04        Waiver of Existing Defaults.

         Subject to Sections 5.07 and 8.02 hereof, the Holders of a majority in
principal amount of the Securities of any series then outstanding by notice to
the Trustee may waive an existing Default or Event of Default and its
consequences (including waivers obtained in connection with a tender offer or
exchange offer for the Securities of such series or a solicitation of consents
in respect of the Securities of such series,


                                      -22-
<PAGE>   28

provided that in each case such offer or solicitation is made to all Holders of
the Securities of such series then outstanding on equal terms), except (1) a
continuing Default or Event of Default in the payment of the principal of, or
premium, if any, Liquidated Damages, if any, or interest on the Securities of
any series or (2) a continuing Default in respect of a provision that under
Section 8.02 hereof cannot be amended without the consent of each Holder
affected. Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

SECTION 5.05        Control by Majority.

         The Holders of a majority in principal amount of the Securities of any
series then outstanding may 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 it hereunder with respect to such series. However, the
Trustee may refuse to follow any direction that conflicts with applicable law or
this Indenture, that the Trustee determines may be unduly prejudicial to the
rights of other Holders, or that may involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction. Prior to taking any
action hereunder, the Trustee shall be entitled to indemnification satisfactory
to it in its sole discretion against all losses and expenses caused by taking or
not taking such action.

SECTION 5.06        Limitations on Suits.

         Subject to Section 5.07 hereof, a Holder may pursue a remedy with
respect to this Indenture (including the Guarantees) or the Securities of any
series only if:

                  (1) such Holder gives to the Trustee written notice of a
         continuing Event of Default;

                  (2) the Holders of at least 25% in principal amount of the
         Securities of such series then outstanding make a written request to
         the Trustee to pursue the remedy;

                  (3) such Holder or Holders offer to the Trustee indemnity
         satisfactory to the Trustee against any loss, liability or expense;

                  (4) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer of indemnity; and

                  (5) during such 60-day period the Holders of a majority in
         principal amount of the Securities of such series do not give the
         Trustee a direction inconsistent with the request.

         A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over another Holder.

SECTION 5.07        Rights of Holders to Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of principal of, and premium, if any,
and interest on the Security, on or after the respective due dates expressed in
the Security, or to bring suit for the enforcement of any such payment on or
after such respective dates, is absolute and unconditional and shall not be
impaired or affected without the consent of such Holder.


                                      -23-
<PAGE>   29

SECTION 5.08        Collection Suit by Trustee.

         If an Event of Default specified in clause (1) or (2) of Section 5.01
hereof occurs and is continuing, the Trustee is authorized to recover judgment
in its own name and as trustee of an express trust against the Company and the
Guarantor for the amount of principal and premium, if any, and interest (and
Liquidated Damages, if any) remaining unpaid on any series of Securities, and
interest on overdue principal, premium, if any, and Liquidated Damages, if any
and, to the extent lawful, interest on overdue interest (and Liquidated Damages,
if any), and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

SECTION 5.09        Trustee May File Proofs of Claim.

         The Trustee is authorized to file such proofs of claim and other papers
or documents and to take such actions, including participating as a member,
voting or otherwise, of any committee of creditors, 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 the Holders allowed in any judicial
proceedings relative to the Company and the Guarantor or their respective
creditors or properties and shall be entitled and empowered to collect, receive
and distribute any money or other property payable or deliverable on any such
claims and any Custodian in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to 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 6.07 hereof. To the extent that
the payment of any such compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties which the Holders of the Securities of any series may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

SECTION 5.10        Priorities.

         If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:

                  First: to the Trustee for amounts due under Section 6.07
         hereof;

                  Second: to Holders for amounts due and unpaid on the
         Securities for principal, premium, if any, Liquidated Damages, if any,
         and interest ratably, without preference or priority of any kind,
         according to the amounts due and payable on the Securities for
         principal, premium, if any, Liquidated Damages, if any, and interest,
         respectively; and

                  Third: to the Company and the Guarantor.

         The Trustee, upon prior written notice to the Company and the
Guarantor, may fix a record date and payment date for any payment to Holders
pursuant to this Article.


                                      -24-
<PAGE>   30

SECTION 5.11        Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 5.07 hereof, or a suit by a Holder or Holders of more than
10% in principal amount of the Securities of any series then outstanding.

                                   ARTICLE VI

                                     TRUSTEE

SECTION 6.01        Duties of Trustee.

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

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

                  (1) the Trustee need perform only those duties that are
         specifically set forth in this Indenture and no others, and no implied
         covenants or obligations shall be read into this Indenture against the
         Trustee; and

                  (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, 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. However, the Trustee shall examine such certificates
         and opinions to determine whether or not, on their face, they appear to
         conform to the requirements of this Indenture.

         (c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (1) this paragraph does not limit the effect of paragraph (b)
         of this Section;

                  (2) the Trustee shall 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

                  (3) the Trustee shall 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 5.05 hereof.

         (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b) and (c) of this Section.

         (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee may refuse to perform
any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense.


                                      -25-
<PAGE>   31

         (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law. All money received by the Trustee shall, until applied
as herein provided, be held in trust for the payment of the principal of, and
premium if any, and interest on the Securities.

SECTION 6.02        Rights of Trustee.

         (a) The Trustee may rely conclusively on any document believed by it to
be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

         (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.

         (c) The Trustee may act through agents or attorneys and shall not be
responsible for the misconduct or negligence of any agent or attorney appointed
with due care.

         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers conferred upon it by this Indenture.

         (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company or the Guarantor shall be
sufficient if signed by an Officer of the Company or the Guarantor.

         (f) The Trustee is not required to give any bond or surety with respect
to the performance of its duties or the exercise of its powers under this
Indenture.

         (g) In the event the Trustee receives inconsistent or conflicting
requests and indemnity from two or more groups of holders of Securities of a
series, each representing less than a majority in aggregate principal amount of
the Securities outstanding of such series, pursuant to the provisions of this
Indenture, the Trustee may determine what action, if any, shall be taken.

         (h) The Trustee's immunities and protections from liability and its
right to indemnification in connection with the performance of its duties under
this Indenture shall extend and be enforceable by the Trustee in each of its
capacities hereunder and shall extend to the Trustee's officers, directors,
agents, attorneys and employees. Such immunities and protections and right to
indemnity, together with the Trustee's right to compensation, shall survive the
Trustee's resignation or removal, the discharge of this Indenture and final
payment of the Securities.

         (i) The permissive right of the Trustee to take the actions permitted
by the Indenture shall not be construed as an obligation or duty to do so.

         (j) Except for information provided by the Trustee concerning the
Trustee, the Trustee shall have no responsibility for any information in any
offering memorandum or other disclosure material distributed with respect to the
Securities, and the Trustee shall have no responsibility for compliance with any
state or federal securities laws in connection with the Securities.


                                      -26-
<PAGE>   32

         (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.

SECTION 6.03        Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company, the
Guarantor or any of their Affiliates with the same rights it would have if it
were not Trustee. Any Agent may do the same with like rights. However, the
Trustee is subject to Sections 6.10 and 6.11 hereof.

SECTION 6.04        Trustee's Disclaimer.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities or any money paid to the Company or upon
the Company's direction under any provision hereof, it shall not be responsible
for the use or application of any money received by any Paying Agent other than
the Trustee and it shall not be responsible for any statement or recital herein
or any statement in the Securities other than its certificate of authentication.

SECTION 6.05        Notice of Defaults.

         If a Default or Event of Default occurs and is continuing and it is
known to the Trustee, the Trustee shall mail to Holders a notice of the Default
or Event of Default within 90 days after it occurs. Except in the case of a
Default or Event of Default in payment of principal of, or premium, if any,
Liquidated Damages, if any, or interest on any Security, the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of
Holders.

SECTION 6.06        Reports by Trustee to Holders.

         Within 60 days after August 1 of each year, beginning with August 1,
2002, the Trustee shall mail to Holders a brief report dated as of August 1 of
such year that complies with TIA Section 313(a); provided, however, that if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted. The Trustee also
shall comply with TIA Section 313(b). The Trustee shall also transmit by mail
all reports as required by TIA Sections 313(c) and 313(d).

         A copy of each report at the time of its mailing to Holders shall be
filed with the SEC and each securities exchange, if any, on which the Securities
are listed. The Company shall notify the Trustee if and when the Securities are
listed on any stock exchange.

SECTION 6.07        Compensation and Indemnity.

         The Company and the Guarantor jointly and severally agree to pay to the
Trustee from time to time such compensation as agreed to by the Company, the
Guarantor and the Trustee, for its acceptance of this Indenture and its services
hereunder. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company and the Guarantor
jointly and severally agree to reimburse the Trustee upon request for all
reasonable disbursements, advances and expenses incurred by it. Such expenses
shall include the reasonable compensation, disbursements and expenses of the
Trustee's agents and counsel.


                                      -27-
<PAGE>   33

         The Company and the Guarantor jointly and severally agree to indemnify
the Trustee or any predecessor Trustee and their agents for and to hold them
harmless against any and all loss, liability damage, claims, or expense
(including taxes, other than taxes based upon, measured by or determined by the
income of the Trustee) incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of defending itself against any claim (whether asserted by
the Company, the Guarantor, any Holder or any other Person), except as set forth
in the next paragraph. The Trustee shall notify the Company and the Guarantor
promptly of any claim for which it may seek indemnity. The Company shall defend
the claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel and the Company and the Guarantor shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent.

         Neither the Company nor the Guarantor shall be obligated to reimburse
any expense or indemnify against any loss or liability incurred by the Trustee
through negligence or bad faith.

         To secure the payment obligations of the Company and the Guarantor in
this Section 6.07, the Trustee shall have a lien prior to the Securities on all
money or property held or collected by the Trustee, except that held in trust to
pay principal of, and premium, if any, and interest and Liquidated Damages, if
any, on the Securities. Such lien shall survive the satisfaction and discharge
of this Indenture.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 5.01(6) or (7) hereof occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

SECTION 6.08        Replacement of Trustee.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 6.08.

         The Trustee may resign and be discharged from the trust hereby created
by so notifying the Company and the Guarantor. The Holders of a majority in
principal amount of the then outstanding Securities may remove the Trustee by so
notifying the Trustee and the Company. The Company may remove the Trustee if:

                  (1) the Trustee fails to comply with Section 6.10 hereof;

                  (2) the Trustee is adjudged a bankrupt or an insolvent or an
         order for relief is entered with respect to the Trustee under any
         Bankruptcy Law;

                  (3) a Custodian or public officer takes charge of the Trustee
         or its property; or

                  (4) the Trustee otherwise becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company and the Guarantor shall promptly
appoint a successor Trustee. Within one year after the successor Trustee takes
office, the Holders of a majority in principal amount of the Securities then
outstanding may appoint a successor Trustee to replace the successor Trustee
appointed by the Company.

         If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of at least 10% in principal amount of the Securities then outstanding
may petition any court of competent jurisdiction at the expense of the Company
for the appointment of a successor Trustee.


                                      -28-

<PAGE>   34

         If the Trustee fails to comply with Section 6.10 hereof, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company and the Guarantor.
Thereupon the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. The successor Trustee shall mail a
notice of its succession to Holders. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, subject to
the lien provided for in Section 6.07 hereof. Notwithstanding replacement of the
Trustee pursuant to this Section 6.08 hereof, the obligations of the Company and
the Guarantor under Section 6.07 hereof shall continue for the benefit of the
retiring Trustee.

SECTION 6.09        Successor Trustee by Merger, etc.

         Subject to Section 6.10 hereof, if the Trustee consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee; provided, however, that in the case of a
transfer of all or substantially all of its corporate trust business to another
corporation, the transferee corporation expressly assumes all of the Trustee's
liabilities hereunder.

         In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated; and in case at that time any of the
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Securities or
in this Indenture provided that the certificate of the Trustee shall have.

SECTION 6.10        Eligibility; Disqualification.

         There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia and authorized under such
laws to exercise corporate trust power, shall be subject to supervision or
examination by Federal or State (or the District of Columbia) authority and
shall have, or be a Subsidiary of a bank or bank holding company having, a
combined capital and surplus of at least $50 million as set forth in its most
recent published annual report of condition.

         The Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee is
subject to and shall comply with the provisions of TIA Section 310(b) during the
period of time required by this Indenture. Nothing in this Indenture shall
prevent the Trustee from filing with the SEC the application referred to in the
penultimate paragraph of TIA Section 310(b).

SECTION 6.11        Preferential Collection of Claims Against Company.

         The Trustee is subject to and shall comply with the provisions of TIA
Section 311(a), excluding any creditor relationship listed in TIA Section
311(b). A Trustee who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated therein.


                                      -29-
<PAGE>   35

                                   ARTICLE VII

                             DISCHARGE OF INDENTURE

SECTION 7.01        Termination of Company's Obligations.

         (a) This Indenture shall cease to be of further effect with respect to
Securities of a series (except that the Company's and the Guarantor's
obligations under Section 6.07 hereof and the Trustee's and Paying Agent's
obligations under Section 7.03 hereof shall survive), and the Trustee, on demand
of the Company, shall execute proper instruments acknowledging the satisfaction
and discharge of this Indenture with respect to such series, when:

                  (1) either

                                    (A) all outstanding Securities of such
                  series theretofore authenticated and issued (other than
                  destroyed, lost or stolen Securities that have been replaced
                  or paid) have been delivered to the Trustee for cancellation;
                  or

                                    (B) all outstanding Securities of such
                  series 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,

         and the Company, in the case of clause (i) or (ii) above, has deposited
         or caused to be deposited with the Trustee as funds (immediately
         available to the Holders in the case of clause (i)) in trust for such
         purpose an amount which, together with earnings thereon, will be
         sufficient to pay and discharge the entire indebtedness on such
         Securities of such series for principal, premium, if any, Liquidated
         Damages, if any, and interest to the date of such deposit (in the case
         of Securities which have become due and payable) or to the Stated
         Maturity, as the case may be;

                  (2) the Company has paid all other sums payable by it
         hereunder with respect to such series; and

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate stating that all conditions precedent to satisfaction and
         discharge of this Indenture with respect to such series have been
         complied with, together with an Opinion of Counsel to the same effect.

         (b) The Company and the Guarantor may, subject as provided herein,
terminate all of their obligations under this Indenture with respect to
Securities of a series (and the Guarantee thereof) if:

                  (1) the Company has irrevocably deposited or caused to be
         irrevocably deposited with the Trustee as trust funds in trust for the
         purpose of making the following payments dedicated solely to the
         benefit of the Holders (i) cash in an amount, or (ii) U.S. Government
         Obligations or (iii) a combination thereof, sufficient, in the opinion
         of a nationally recognized firm of independent public accountants
         expressed in a written certification thereof delivered to the Trustee,
         to pay, without consideration of the reinvestment of any such amounts
         and after payment of all taxes or other charges or assessments in
         respect thereof payable by the Trustee, the principal of, and premium,
         if any, Liquidated Damages, if any, and interest on all Securities of
         such series on each date that such principal, premium, if any,
         Liquidated Damages, if any, or interest is due and payable and to pay
         all


                                      -30-
<PAGE>   36

         other sums payable by it hereunder; provided that the Trustee shall
         have been irrevocably instructed to apply such money and/or the
         proceeds of such U.S. Government Obligations to the payment of said
         principal, premium, if any, Liquidated Damages, if any, and interest
         with respect to the Securities of such series as the same shall become
         due;

                  (2) the Company has delivered to the Trustee an Officers'
         Certificate stating that all conditions precedent to satisfaction and
         discharge of this Indenture with respect to Securities of such series
         have been complied with, and an Opinion of Counsel to the same effect;

                  (3) no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit or, insofar as clauses (6) and
         (7) of Section 5.01 hereof are concerned, at any time during the period
         ending on the 91st day after the date of such deposit (it being
         understood that this condition shall not be deemed satisfied until the
         expiration of such period);

                  (4) the Company shall have delivered to the Trustee an Opinion
         of Counsel from a nationally recognized counsel acceptable to the
         Trustee or a tax ruling to the effect that the Holders of Securities of
         such series will not recognize income, gain or loss for Federal income
         tax purposes as a result of the Company's exercise of its option under
         this Section 7.01(b) and will be subject to Federal income tax on the
         same amount and in the same manner and at the same times as would have
         been the case if such option had not been exercised;

                  (5) such deposit and discharge will not result in a breach or
         violation of, or constitute a default under, any other agreement or
         instrument to which the Company or the Guarantor is a party or by which
         it is bound;

                  (6) such deposit and discharge shall not cause the Trustee to
         have a conflicting interest as defined in TIA Section 310(b); and

                  (7) the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that after the passage of 91 days following
         the deposit, the trust funds will not be subject to the effect of any
         applicable bankruptcy, insolvency, reorganization or similar laws
         affecting creditors' rights generally.

         In such event, this Indenture shall cease to be of further effect with
respect to Securities of such series (except as provided in the next succeeding
paragraph), and the Trustee, on demand of the Company, shall execute proper
instruments acknowledging satisfaction and discharge under this Indenture.

         However, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06,
2.07, 2.08, 3.01, 3.02, 3.03, 4.01, 6.07, 6.08, 7.01 and 7.04 hereof, the
Company's and the Guarantor' obligations in Sections 4.01, 6.07, 7.04 and 9.01
hereof and the Trustee's and Paying Agent's obligations in Section 7.03 hereof
shall survive until the Securities of such series are no longer outstanding.
Thereafter, only the Company's and the Guarantor's obligations in Section 6.07
hereof and the Trustee's and Paying Agent's obligations in Section 7.03 hereof
shall survive.

         After such irrevocable deposit made pursuant to this Section 7.01(b)
and satisfaction of the other conditions set forth herein, the Trustee upon
request shall acknowledge in writing the discharge of the Company's obligations
under this Indenture except for those surviving obligations specified above.

         In order to have money available on a payment date to pay principal of,
premium, if any, Liquidated Damages, if any, or interest on the Securities of
such series, the U.S. Government Obligations shall be payable as to principal or
interest on or before such payment date in such amounts as will provide the
necessary money. U.S. Government Obligations shall not be callable at the
issuer's option.


                                      -31-
<PAGE>   37

SECTION 7.02        Application of Trust Money.

         The Trustee or a trustee satisfactory to the Trustee and the Company
shall hold in trust money or U.S. Government Obligations deposited with it
pursuant to Section 7.01 hereof. It shall apply the deposited money and the
money from U.S. Government Obligations through the Paying Agent and in
accordance with this Indenture to the payment of principal of, premium, if any,
Liquidated Damages, if any, and interest on Securities of the series with
respect to which the deposit was made.

SECTION 7.03        Repayment to Company.

         The Trustee and the Paying Agent shall promptly pay to the Company upon
written request any excess money or securities held by them at any time.

         Subject to the requirements of any applicable abandoned property laws,
the Trustee and the Paying Agent shall pay to the Company upon written request
any money held by them for the payment of principal, premium, if any, Liquidated
Damages, if any, or interest that remains unclaimed for two years after the date
upon which such payment shall have become due; provided, however, that the
Company shall have either caused notice of such payment to be mailed to each
Holder entitled thereto no less than 30 days prior to such repayment or within
such period shall have published such notice in a financial newspaper of
widespread circulation published in The City of New York. After payment to the
Company, Holders entitled to the money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
Person, and all liability of the Trustee and the Paying Agent with respect to
such money shall cease.

SECTION 7.04        Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money or U.
S. Government Obligations in accordance with Section 7.01 hereof by reason of
any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the obligations of the Company and the Guarantor under this
Indenture and the Securities of the applicable series shall be revived and
reinstated as though no deposit had occurred pursuant to Section 7.01 hereof
until such time as the Trustee or the Paying Agent is permitted to apply all
such money or U. S. Government Obligations in accordance with Section 7.01
hereof; provided, however, that if the Company or the Guarantor has made any
payment of principal of or interest on any Securities of such series because of
the reinstatement of its obligations, the Company or the Guarantor shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money or U.S. Government Obligations held by the Trustee or the
Paying Agent.

                                  ARTICLE VIII

                                   AMENDMENTS

SECTION 8.01        Without Consent of Holders.

         The Company, the Guarantor and the Trustee may amend or supplement this
Indenture or any of the Securities or waive any provision hereof or thereof
without the consent of any Holder:

                  (1) to cure any ambiguity, omission, defect or inconsistency;

                  (2) to comply with Sections 4.01 and 4.02 hereof;


                                      -32-
<PAGE>   38

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

                  (4) to add any additional Events of Default in respect of all
         or any series of Securities;

                  (5) to add to, change or eliminate any of the provisions of
         this Indenture to such extent as shall be necessary to permit or
         facilitate the issuance of Securities in bearer form, registrable or
         not registrable as to principal, and with or without interest coupons;

                  (6) to change or eliminate any of the provisions of this
         Indenture, provided that any such change or elimination shall become
         effective only when there is no Security Outstanding of any series
         created prior to the execution of such supplemental indenture which is
         entitled to the benefit of such provision;

                  (7) to secure the Securities of any series pursuant to the
         requirements of Section 3.09 or otherwise;

                  (8) to comply with any requirement in order to effect or
         maintain the qualification of this Indenture under the TIA;

                  (9) to comply with any requirements of the SEC in connection
         with qualifying this Indenture under the TIA;

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

                  (11) to make any change that does not adversely affect the
         rights hereunder of any Holder in any material respect.

         Upon the request of the Company and the Guarantor accompanied by a
resolution of the Board of Directors of the Company and of the Guarantor
authorizing the execution of any such supplemental indenture, and upon receipt
by the Trustee of the documents described in Section 8.06 hereof, the Trustee
shall join with the Company and the Guarantor in the execution of any
supplemental indenture authorized or permitted by the terms of this Indenture
and make any further appropriate agreements and stipulations that may be therein
contained. After an amendment, supplement or waiver under this Section 8.01
becomes effective, the Company shall mail to the Holders of each Security
affected thereby a notice briefly describing the amendment, supplement or
waiver. Any failure of the Company to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture.

SECTION 8.02        With Consent of Holders.

         Except as provided below in this Section 8.02, the Company, the
Guarantor and the Trustee may amend or supplement this Indenture with respect to
the Securities of a series or the Securities of any series with the written
consent (including consents obtained in connection with a tender offer or
exchange offer for the Securities of such series or a solicitation of consents
in respect of the Securities of such series, provided that in each case such
offer or solicitation is made to all Holders of the Securities of such series
then outstanding on equal terms) of the Holders of at least a majority in
principal amount of the Securities of such series then outstanding.

         Upon the request of the Company and the Guarantor accompanied by a
resolution of the Board of Directors of the Company and of the Guarantor
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of the Holders as aforesaid,
and


                                      -33-
<PAGE>   39

upon receipt by the Trustee of the documents described in Section 8.06 hereof,
the Trustee shall join with the Company and the Guarantor in the execution of
such supplemental indenture.

         It shall not be necessary for the consent of the Holders under this
Section 8.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

         The Holders of a majority in principal amount of the Securities of any
series then outstanding may waive compliance in a particular instance by the
Company or the Guarantor with any provision of this Indenture or the Securities
of such series (including waivers obtained in connection with a tender offer or
exchange offer for the Securities of such series or a solicitation of consents
in respect of the Securities of such series, provided that in each case such
offer or solicitation is made to all Holders of the Securities of such series
then outstanding on equal terms).

         Without the consent of Holders of at least two-thirds in principal
amount of the Securities of any series then outstanding, an amendment,
supplement or waiver under this Section may not:

                  (a) reduce the rate of or change the time for payment of
         Liquidated Damages, if any, on any Security of such series;

                  (b) impair the right to institute suit for the enforcement of
         any payment of Liquidated Damages, if any, on any Security of such
         series, except as limited by Section 5.06 hereof; or

                  (c) waive a continuing Default or Event of Default in the
         payment of Liquidated Damages, if any, on the Securities of such
         series.

         Without the consent of each Holder affected, an amendment, supplement
or waiver under this Section may not:

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

                  (2) reduce the rate of or change the time for payment of
         interest, including default interest, on any Security;

                  (3) reduce the principal of or change the fixed maturity of
         any Security or alter the premium or other provisions with respect to
         redemption under Section 10.07 or specified in the Securities;

                  (4) change the place of payment or make any Security payable
         in money other than that stated in the Security;

                  (5) impair the right to institute suit for the enforcement of
         any payment of principal of, or premium, if any, or interest on any
         Security pursuant to Sections 5.07 and 5.08 hereof, except as limited
         by Section 5.06 hereof;

                  (6) make any change in the percentage of principal amount of
         the Securities of any series necessary to waive compliance with certain
         provisions of this Indenture pursuant to Section 5.04 or 5.07 hereof or
         this clause of this Section 8.02; or

                  (7) waive a continuing Default or Event of Default in the
         payment of principal of, or premium, if any, or interest on the
         Securities of any series.



                                      -34-
<PAGE>   40

         The right of any Holder to participate in any consent required or
sought pursuant to any provision of this Indenture (and the obligation of the
Company to obtain any such consent otherwise required from such Holder) may be
subject to the requirement that such Holder shall have been the Holder of record
of the Securities with respect to which such consent is required or sought as of
a date identified by the Trustee in a notice furnished to Holders in accordance
with the terms of this Indenture.

SECTION 8.03        Compliance with Trust Indenture Act.

         Every amendment to this Indenture or the Securities of any series shall
comply in form and substance with the TIA as then in effect.

SECTION 8.04        Revocation and Effect of Consents.

          A consent to an amendment (which includes a supplement) or waiver by a
Holder is a continuing consent by the Holder and every subsequent Holder of a
Security of any series or portion of a Security of such series that evidences
the same debt as the consenting Holder's Security, even if notation of the
consent is not made on any Security. However, any such Holder or subsequent
Holder may revoke the consent as to his or her Security or portion of a Security
if the Trustee receives written notice of revocation at any time prior to (but
not after) the date the Trustee receives an Officers' Certificate certifying
that the Holders of the requisite principal amount of Securities have consented
(and not theretofore revoked such consent) to the amendment, supplement or
waiver. An amendment, supplement or waiver becomes effective in accordance with
its terms and thereafter binds every Holder.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment or
waiver or to take any other action with respect to the Securities of any series
under this Indenture. If a record date is fixed, then notwithstanding the
provisions of the immediately preceding paragraph, those Persons who were
Holders at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to consent to such amendment, supplement or waiver or
to revoke any consent previously given, whether or not such Persons continue to
be Holders after such record date. No consent shall be valid or effective for
more than 90 days after such record date unless consents from Holders of the
principal amount of the Securities of such series required hereunder for such
amendment or waiver to be effective shall have also been given and not revoked
within such 90-day period.

         After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it is of the type described in any of clauses (1)
through (7) of Section 8.02 hereof. In such case, the amendment or waiver shall
bind each Holder who has consented to it and every subsequent Holder that
evidences the same debt as the consenting Holder's Security.

SECTION 8.05        Notation on or Exchange of Securities.

         If an amendment changes the terms of a Security, the Trustee may
require the Holder of the Security to deliver it to the Trustee. The Trustee may
place an appropriate notation on the Security regarding the changed terms and
return it to the Holder. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Security shall issue and the Trustee
shall authenticate a new Security that reflects the changed terms. Failure to
make the appropriate notation or to issue a new Security shall not affect the
validity of such amendment.

SECTION 8.06        Trustee to Sign Amendments, etc.

         The Trustee shall sign any amendment, waiver or supplemental indenture
authorized pursuant to this Article if the amendment, waiver or supplemental
indenture does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign it.
In signing or


                                      -35-
<PAGE>   41

refusing to sign such amendment, waiver or supplemental indenture, the Trustee
shall receive, and subject to Section 6.01 hereof, shall be fully protected in
relying upon, an Opinion of Counsel and an Officers' Certificate, as conclusive
evidence that such amendment, waiver or supplemental indenture is authorized or
permitted by this Indenture, that it is not inconsistent herewith, and that it
will be valid and binding upon the Company and the Guarantor in accordance with
its terms.

                                   ARTICLE IX

                            GUARANTEES OF SECURITIES

SECTION 9.01        Unconditional Guarantees.

         (a) For value received, the Guarantor hereby fully, irrevocably,
unconditionally and absolutely guarantees to the Holders and to the Trustee the
due and punctual payment of the principal of, and premium, if any, Liquidated
Damages, if any, and interest on the Securities and all other amounts due and
payable under this Indenture and the Securities by the Company (including,
without limitation, all costs and expenses (including reasonable legal fees and
disbursements) incurred by the Trustee or the Holders in connection with the
enforcement of this Indenture and the Guarantees) (collectively, the "Indenture
Obligations"), when and as such principal, premium, if any, Liquidated Damages,
if any, and interest and such other amounts shall become due and payable,
whether at the Stated Maturity, upon redemption or by declaration of
acceleration or otherwise, according to the terms of the Securities and this
Indenture. The guarantees by the Guarantor set forth in this Article IX are
referred to herein as the "Guarantees." Without limiting the generality of the
foregoing, the Guarantor's liability shall extend to all amounts that constitute
part of the Indenture Obligations and would be owed by the Company under this
Indenture and the Securities but for the fact that they are unenforceable,
reduced, limited, impaired, suspended or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving the Company.

         (b) Failing payment when due of any amount guaranteed pursuant to the
Guarantees, for whatever reason, the Guarantor will be obligated to pay the same
immediately to the Trustee, without set-off or counterclaim or other reduction
whatsoever (whether for taxes, withholding or otherwise). Each Guarantee
hereunder is intended to be a general, unsecured, senior obligation of the
Guarantor and will rank pari passu in right of payment with all Indebtedness of
the Guarantor that is not, by its terms, expressly subordinated in right of
payment to the Guarantee of the Guarantor. The Guarantor hereby agrees that its
obligations hereunder shall be full, irrevocable, unconditional and absolute,
irrespective of the validity, regularity or enforceability of the Securities,
the Guarantees or this Indenture, the absence of any action to enforce the same,
any waiver or consent by any Holder 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 the Guarantor. The Guarantor hereby agrees
that in the event of a default in payment of the principal of, or premium, if
any, Liquidated Damages, if any, or interest on the Securities of any series or
any other amounts payable under this Indenture and the Securities by the
Company, whether at the Stated Maturity, upon redemption or by declaration of
acceleration or otherwise, legal proceedings may be instituted by the Trustee on
behalf of the Holders or, subject to Section 5.06 hereof, by the Holders, on the
terms and conditions set forth in this Indenture, directly against the Guarantor
to enforce the Guarantees without first proceeding against the Company.

         (c) To the fullest extent permitted by applicable law, the obligations
of the Guarantor under this Article IX shall be as aforesaid full, irrevocable,
unconditional and absolute and shall not be impaired, modified, discharged,
released or limited by any occurrence or condition whatsoever, including,
without limitation, (i) any compromise, settlement, release, waiver, renewal,
extension, indulgence or modification of, or any change in, any of the
obligations and liabilities of the Company or the Guarantor contained in any of
the Securities or this Indenture, (ii) any impairment, modification, release or
limitation of the liability of


                                      -36-
<PAGE>   42

the Company, the Guarantor or any of their estates in bankruptcy, or any remedy
for the enforcement thereof, resulting from the operation of any present or
future provision of any applicable Bankruptcy Law, as amended, or other statute
or from the decision of any court, (iii) the assertion or exercise by the
Company, the Guarantor or the Trustee of any rights or remedies under any of the
Securities or this Indenture or their delay in or failure to assert or exercise
any such rights or remedies, (iv) the assignment or the purported assignment of
any property as security for any of the Securities, including all or any part of
the rights of the Company or the Guarantor under this Indenture, (v) the
extension of the time for payment by the Company or the Guarantor of any
payments or other sums or any part thereof owing or payable under any of the
terms and provisions of any of the Securities or this Indenture or of the time
for performance by the Company or the Guarantor of any other obligations under
or arising out of any such terms and provisions or the extension or the renewal
of any thereof, (vi) the modification or amendment (whether material or
otherwise) of any duty, agreement or obligation of the Company or the Guarantor
set forth in this Indenture, (vii) the voluntary or involuntary liquidation,
dissolution, sale or other disposition of all or substantially all of the
assets, marshaling of assets and liabilities, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of, or other similar proceeding
affecting, the Company or any of the Guarantor or any of their respective
assets, or the disaffirmance of any of the Securities, the Guarantees or this
Indenture in any such proceeding, (viii) the release or discharge of the Company
or the Guarantor from the performance or observance of any agreement, covenant,
term or condition contained in any of such instruments by operation of law, (ix)
the unenforceability of any of the Securities, the Guarantees or this Indenture,
(x) any change in the name, business, capital structure, corporate existence, or
ownership of the Company or the Guarantor, or (xi) any other circumstance which
might otherwise constitute a defense available to, or a legal or equitable
discharge of, a surety or the Guarantor.

         (d) The Guarantor hereby (i) waives diligence, presentment, demand of
payment, notice of acceptance, filing of claims with a court in the event of the
merger, insolvency or bankruptcy of the Company or the Guarantor, and all
demands and notices whatsoever, (ii) acknowledges that any agreement, instrument
or document evidencing the Guarantees may be transferred and that the benefit of
its obligations hereunder shall extend to each holder of any agreement,
instrument or document evidencing the Guarantees without notice to them and
(iii) covenants that its Guarantee will not be discharged except by complete
performance of the Guarantees. The Guarantor further agrees that if at any time
all or any part of any payment theretofore applied by any Person to any
Guarantee is, or must be, rescinded or returned for any reason whatsoever,
including without limitation, the insolvency, bankruptcy or reorganization of
the Guarantor, such Guarantee shall, to the extent that such payment is or must
be rescinded or returned, be deemed to have continued in existence
notwithstanding such application, and the Guarantees shall continue to be
effective or be reinstated, as the case may be, as though such application had
not been made.

         (e) The Guarantor shall be subrogated to all rights of the Holders and
the Trustee against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Indenture; provided, however, that the
Guarantor shall not be entitled to enforce or to receive any payments arising
out of, or based upon, such right of subrogation with respect to any of the
Securities until all of the Securities and the Guarantees thereof shall have
been indefeasibly paid in full or discharged.

         (f) A director, officer, employee or stockholder, as such, of the
Guarantor shall not have any liability for any obligations of the Guarantor
under this Indenture or for any claim based on, in respect of or by reason of
such obligations or their creation.

         (g) No failure to exercise and no delay in exercising, on the part of
the Trustee or the Holders, any right, power, privilege or remedy under this
Article IX and the Guarantees shall operate as a waiver thereof, nor shall any
single or partial exercise of any rights, power, privilege or remedy preclude
any other or further exercise thereof, or the exercise of any other rights,
powers, privileges or remedies. The rights and remedies herein provided for are
cumulative and not exclusive of any rights or remedies provided in law or
equity. Nothing contained in this Article IX shall limit the right of the
Trustee or the Holders to take any


                                      -37-
<PAGE>   43

action to accelerate the maturity of the Securities pursuant to Article V or to
pursue any rights or remedies hereunder or under applicable law.

SECTION 9.02        Execution and Delivery of Notation of Guarantees.

         To further evidence the Guarantees, the Guarantor hereby agrees that a
notation of such Guarantees shall be endorsed on each Security authenticated and
delivered by the Trustee and executed by either manual or facsimile signature of
an Officer of the Guarantor.

         The Guarantor hereby agrees that its Guarantees shall remain in full
force and effect notwithstanding any failure to endorse on each Security a
notation relating to the Guarantee thereof.

         If an Officer of a Guarantor whose signature is on this Indenture or a
Security no longer holds that office at the time the Trustee authenticates such
Security or at any time thereafter, the Guarantor's Guarantee of such Security
shall be valid nevertheless.

         The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of any Guarantee set forth in
this Indenture on behalf of the Guarantor.

                                    ARTICLE X

                                   REDEMPTION

SECTION 10.01       Notices to Trustee.

         If the Company elects to redeem the Securities of any series pursuant
to the redemption provisions of Section 10.07, it shall furnish to the Trustee,
at least 45 days but not more than 60 days before a Redemption Date (unless the
Trustee consents in writing to a shorter period of at least 30 days prior to the
Redemption Date), an Officers' Certificate setting forth the Redemption Date,
the principal amount of such Securities to be redeemed and the Redemption Price.

SECTION 10.02       Selection of Securities to be Redeemed.

         If less than all of the Securities of a series are to be redeemed, the
Trustee shall select the Securities of such series to be redeemed by such method
as the Trustee in its sole discretion shall deem fair and appropriate. The
particular Securities of such series to be redeemed shall be selected, unless
otherwise provided herein, not less than 30 days nor more than 60 days prior to
the Redemption Date by the Trustee from the outstanding Securities of such
series not previously called for redemption.

         The Trustee shall promptly notify the Company in writing of the
Securities of such series selected for redemption and, in the case of any
Security selected for partial redemption, the principal amount thereof to be
redeemed. Securities and portions of them selected shall be in amounts of $1,000
or whole multiples of $1,000. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption.

SECTION 10.03       Notices to Holders.

         (a) At least 30 days but not more than 60 days before a Redemption
Date, the Company shall mail in conformity with Section 11.02 a notice of
redemption to each Holder whose Securities are to be redeemed.


                                      -38-
<PAGE>   44

         The Notice shall identify the Securities to be redeemed (including
CUSIP numbers, if any) and shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

                  (iii) if any Security is being redeemed in part, the portion
         of the principal amount of such Security to be redeemed and that, after
         the Redemption Date, upon surrender of such Security, a new Security or
         Securities in principal amount equal to the unredeemed portion will be
         issued;

                  (iv) the name and address of the Paying Agent;

                  (v) that Securities called for redemption must be surrendered
         to the Paying Agent at the address specified in such notice to collect
         the Redemption Price;

                  (vi) that unless the Company defaults in making the redemption
         payment, interest on Securities called for redemption ceases to accrue
         on and after the Redemption Date and the only remaining right of the
         Holders is to receive payment of the Redemption Price upon surrender to
         the Paying Agent of the Securities; and

                  (vii) the aggregate principal amount of Securities of each
         series being redeemed.

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

         (b) At the Company's request, the Trustee shall give the notice
required in Section 10.03(a) in the Company's name; provided, however, that the
Company shall deliver to the Trustee, at least 45 days prior to the Redemption
Date (unless the Trustee consents in writing to a shorter period at least 30
days prior to the Redemption Date), an Officers' Certificate requesting that the
Trustee give such notice and setting forth the information to be stated in such
notice as provided in Section 10.03(a).

SECTION 10.04       Effect of Notices of Redemption.

         Once notice of redemption is mailed pursuant to Section 10.03,
Securities called for redemption become due and payable on the Redemption Date
at the Redemption Price. Upon surrender to the Paying Agent, such Securities
shall be paid out at the Redemption Price.

SECTION 10.05       Deposit of Redemption Price.

         At or prior to 10:00 am New York City time on the Redemption Date, the
Company shall deposit with the Trustee or with the Paying Agent money sufficient
to pay the Redemption Price of all Securities to be redeemed on that date. The
Trustee or the Paying Agent shall return to the Company any money not required
for that purpose less the expenses of the Trustee as provided herein.

         If the Company complies with the preceding paragraph, interest on the
Securities or portions thereof to be redeemed (whether or not such Securities
are presented for payment) will cease to accrue on the applicable Redemption
Date. If any Security called for redemption shall not be so paid upon surrender
because of the failure of the Company to comply with the preceding paragraph,
then interest will be paid on the unpaid principal and premium, if any, from the
Redemption Date until such principal and premium are


                                      -39-
<PAGE>   45

paid and, to the extent lawful, on any interest not paid on such unpaid
principal, in each case at the rate provided in the Securities and in Section
3.01.

SECTION 10.06       Securities Redeemed in Part.

         Upon surrender of a Security that is redeemed in part, the Company
shall issue and the Trustee shall authenticate for the Holder, at the expense of
the Company, a new Security equal in principal amount to the unredeemed portion
of the Security surrendered.

SECTION 10.07       Optional Redemption.

         The Securities of any series may be redeemed at any time, at the option
of the Company, in whole or from time to time in part, at the Redemption Price
specified in such Securities.

         Any redemption pursuant to this Section 10.07 shall be made, to the
extent applicable, pursuant to the provisions of Sections 10.01 through 10.06.

                                   ARTICLE XI

                                  MISCELLANEOUS

SECTION 11.01       Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control. If this Indenture excludes any provision
of the TIA that is required to be included, such provision shall be deemed
included herein.

SECTION 11.02       Notices.

         Any notice or communication by the Company, the Guarantor or the
Trustee to the others is duly given if in writing and delivered in person or
mailed by first-class mail (registered or certified, return receipt requested),
telecopier or overnight air courier guaranteeing next day delivery, to the
other's address:

If to the Company:

Anadarko Finance Company
17001 Northchase Drive
Houston, TX 77060
Attention: Vice President and Treasurer
Telecopier No. (281) 863-7077

If to the Guarantor:

Anadarko Petroleum Corporation
17001 North Chase Drive
Houston, Texas 77060
Attention: Vice President and Treasurer
Telecopier No. (281) 863-7077


                                      -40-
<PAGE>   46

If to the Trustee:

The Bank of New York
101 Barclay Street, 21 West
New York, New York 10286
Telecopier No. (212) 815-5915
Attention: Corporate Trust Administration

         Each of the Company, the Guarantor and the Trustee by notice to the
others may designate additional or different addresses for subsequent notices or
communications.

         All notices and communications shall be deemed to have been duly given:
at the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.
Notwithstanding the foregoing, notices to the Trustee shall be effective only
upon receipt.

         Any notice or communication to a Holder shall be mailed by first-class
mail, postage prepaid, to the Holder's address shown on the register kept by the
Registrar. Failure to mail a notice or communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Company or the Guarantor mails a notice or communication to
Holders, it shall mail a copy to the Trustee and each Agent at the same time.

         All notices or communications, including without limitation notices to
the Trustee or the Company or the Guarantor by Holders, shall be in writing,
except as set forth below, and in the English language.

         In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice required by
this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

SECTION 11.03       Communication by Holders with Other Holders.

         Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Securities. The
Company, the Guarantor, the Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).

SECTION 11.04       Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company or the Guarantor to the
Trustee to take any action under this Indenture, the Company or the Guarantor
shall, if requested by the Trustee, furnish to the Trustee:

                  (1) an Officers' Certificate (which shall include the
         statements set forth in Section 11.05 hereof) stating that, in the
         opinion of the signers, all conditions precedent and covenants, if any,
         provided for in this Indenture relating to the proposed action have
         been complied with; and

                  (2) an Opinion of Counsel (which shall include the statements
         set forth in Section 11.05 hereof) stating that, in the opinion of such
         counsel, all such conditions precedent and covenants have been complied
         with.


                                      -41-
<PAGE>   47

         Notwithstanding the foregoing, no such Opinion of Counsel shall be
required in connection with the issuance of the Original Securities pursuant to
the Offering.

SECTION 11.05       Statements Required in Certificate or Opinion.

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

                  (1) a statement that the Person making such certificate or
         opinion has read such covenant or condition;

                  (2) 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;

                  (3) a statement that, in the opinion of such Person, 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

                  (4) a statement as to whether or not, in the opinion of such
         Person, such condition or covenant has been complied with.

SECTION 11.06       Rules by Trustee and Agents.

         The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or the Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 11.07       Legal Holidays.

         If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period.

SECTION 11.08       No Recourse Against Others.

         A director, officer, employee or stockholder of the Company or the
Guarantor, as such, shall not have any liability for any obligations of the
Company or the 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 a Security waives and releases all such liability. The
waiver and release shall be part of the consideration for the issue of the
Securities.

SECTION 11.09       Governing Law.

         This Indenture and the Securities shall be governed by and constructed
in accordance with the laws of the State of New York.

SECTION 11.10       Consent to Jurisdiction and Service of Process.

         The Company is not organized under the laws the United States
(including the States thereof and the District of Columbia) and therefore hereby
appoints the principal office of CT Corporation System in The City of New York
which, on the date hereof, is located at 111 Eighth Avenue, New York, New York
10011, as the authorized agent thereof (the "Authorized Agent") upon whom
process may be served in any action, suit or proceeding arising out of or based
on this Indenture or the Securities which may be instituted in the Supreme Court
of the State of New York or the United States District Court for the Southern
District of New


                                      -42-
<PAGE>   48

York, in either case in The Borough of Manhattan, The City of New York, by the
Holder of any Security, and to the fullest extent permitted by applicable law,
the Company hereby waives any objection which it may now or hereafter have to
the laying of venue of any such proceeding and expressly and irrevocably accepts
and submits, for the benefit of the Holders from time to time of the Securities,
to the nonexclusive jurisdiction of any such court in respect of any such
action, suit or proceeding, for itself and with respect to its properties,
revenues and assets. Such appointment shall be irrevocable unless and until the
appointment of a successor authorized agent for such purpose, and such
successor's acceptance of such appointment, shall have occurred. The Company
agrees to take any and all actions, including the filing of any and all
documents and instruments, that may be necessary to continue such appointment in
full force and effect as aforesaid. Service of process upon the Authorized Agent
with respect to any such action shall be deemed, in every respect, effective
service of process upon the Company. Notwithstanding the foregoing, any action
against the Company arising out of or based on any Security may also be
instituted by the Holder of such Security in any court in the jurisdiction of
organization of the Company, and the Company expressly accepts the jurisdiction
of any such court in any such action. The Company shall require the Authorized
Agent to agree in writing to accept the foregoing appointment as agent for
service of process.

SECTION 11.11       Waiver of Immunity.

         To the extent that the Company or any of its properties, assets or
revenues may have or may hereafter become entitled to, or have attributed to it,
any right of immunity, on the grounds of sovereignty or otherwise, from any
legal action, suit or proceeding, from the giving of any relief in any thereof,
from set-off or counterclaim, from the jurisdiction of any court, from service
of process, from attachment upon or prior to judgment, from attachment in aid of
execution of judgment, or from execution of judgment, or other legal process or
proceeding for the giving of any relief or for the enforcement of any judgment,
in any jurisdiction in which proceedings may at any time be commenced, with
respect to its obligations, liabilities or any other matter under or arising out
of or in connection with this Indenture or the Securities, the Company, to the
maximum extent permitted by law, hereby irrevocably and unconditionally waives,
and agrees not to plead or claim, any such immunity and consents to such relief
and enforcement.

SECTION 11.12       Judgment Currency.

         The Company agrees to indemnify the Trustee and each Holder against any
loss incurred by it as a result of any judgment or order being given or made and
expressed and paid in a currency (the "Judgment Currency") other than United
States dollars and as a result of any variation as between (i) the rate of
exchange at which the United States dollar amount is converted into the Judgment
Currency for the purpose of such judgment or order and (ii) the spot rate of
exchange in The City of New York at which the Trustee or such Holder on the date
of payment of such judgment or order is able to purchase United States dollars
with the amount of the Judgment Currency actually received by the Trustee or
such Holder. The foregoing indemnity shall constitute a separate and independent
obligation of the Company and shall continue in full force and effect
notwithstanding any such judgment or order as aforesaid. The term "spot rate of
exchange" shall include any premiums and costs of exchange payable in connection
with the purchase of, or conversion into, United States dollars.

SECTION 11.13       No Adverse Interpretation of Other Agreements.

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


                                      -43-
<PAGE>   49

SECTION 11.14       Successors.

         All agreements of the Company and the Guarantor in this Indenture and
the Securities shall bind their respective successors. All agreements of the
Trustee in this Indenture shall bind its successor.

SECTION 11.15       Severability.

         In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.16       Counterpart Originals.

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

SECTION 11.17       Table of Contents, Headings, etc.

         The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.


                                      -44-
<PAGE>   50

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

                                        Company:

                                        ANADARKO FINANCE COMPANY


                                        By: /s/ ALBERT L. RICHEY
                                            ------------------------------------
                                            Name: Albert L. Richey
                                            Title: Vice President and Treasurer

                                        Guarantor:

                                        ANADARKO PETROLEUM CORPORATION


                                        By: /s/ ALBERT L. RICHEY
                                            ------------------------------------
                                            Name: Albert L. Richey
                                            Title: Vice President and Treasurer

                                        Trustee:

                                        BANK OF NEW YORK


                                        By: /s/ BEATA HRYNIEWICKA
                                            ------------------------------------
                                            Name: Beata Hryniewicka
                                            Title: Assistant Treasurer


                                      -45-
<PAGE>   51

                                                                       EXHIBIT A

                           [FACE OF 10-YEAR SECURITY]

                           [GLOBAL SECURITIES LEGEND]

         [UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. THE DEPOSITARY TRUST COMPANY SHALL ACT AS THE DEPOSITARY UNTIL A
SUCCESSOR SHALL BE APPOINTED BY THE COMPANY AND THE REGISTRAR. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]*

                     [TRANSFER RESTRICTED SECURITIES LEGEND]

         [THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT OF 1933"), OR
ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH
IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER:

(1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT OF 1933;

(2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY EXCEPT (A)
TO THE COMPANY, THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OF
1933, (C) TO A NON-U.S. PERSON OUTSIDE THE UNITED STATES IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT OF 1933, (D) PURSUANT TO THE EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OF 1933 (IF
AVAILABLE) OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND WHICH CONTINUES TO BE EFFECTIVE
AT THE TIME OF SUCH TRANSFER; AND

(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED
HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE) A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.]**

                            ANADARKO FINANCE COMPANY

                    6 3/4% Series [A/B] Senior Note due 2011

                               CUSIP [          ]
                                      ----------

----------

 * This paragraph should be included only if the Security is a Global Security.

** These paragraphs should be included only if the Security is a Transfer
   Restricted Security.


                                      A-1
<PAGE>   52

No.                                                                 $
    ---                                                              -----------

         Anadarko Finance Company, an unlimited liability company organized
under the laws of the province of Nova Scotia, Canada (the "Company"), for value
received promises to pay to ___________________________ or registered assigns,
the principal sum of $_________ Dollars [or such greater or lesser amount as is
indicated on the Schedule of Exchanges of Securities on the other side of this
Security]* on May 1, 2011

         Interest Payment Dates:    May 1 and November 1

         Record Dates:              April 15 and October 15

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

         IN WITNESS WHEREOF, the Company has caused this Security to be signed
manually or by facsimile by its duly authorized officers.

Dated:

                                             ANADARKO FINANCE COMPANY

                                             By:
                                                 -------------------------------

                                             By:
                                                 -------------------------------

Certificate of Authentication:

THE BANK OF NEW YORK,
as Trustee, certifies that this is one of the Securities referred
   to in the within-mentioned Indenture.

By:
     -----------------------------------------
     Authorized Signatory

----------

         * This phrase should be included only if the Security is a Global
Security.


                                      A-2
<PAGE>   53

                          [REVERSE OF 10-YEAR SECURITY]

                            ANADARKO FINANCE COMPANY

                    6 3/4% SERIES [A/B] SENIOR NOTE DUE 2011

         This Security is one of a duly authorized issue of 6 3/4% Series [A/B]
Senior Notes due 2011 (the "Securities") of Anadarko Finance Company, an
unlimited liability company organized under the laws of the province of Nova
Scotia, Canada (the "Company").

         1. Interest. The Company promises to pay interest on the principal
amount of this Security at 6 3/4% per annum from April 26, 2001 until maturity.
The Company will pay interest semiannually on May 1 and November 1 of each year
(each an "Interest Payment Date"), or if any such day is not a Business Day, on
the next succeeding Business Day. Interest on the Securities will accrue from
the most recent Interest Payment Date on which interest has been paid or, if no
interest has been paid, from April 26, 2001; provided that if there is no
existing Default in the payment of interest, and if this Security is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be November 1, 2001 and interest accrued from April 26, 2001
shall be payable on such date. Further, the Company shall pay interest on
overdue principal and premium, if any, from time to time on demand at a rate
equal to the interest rate then in effect; it shall pay interest on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

         2. Method of Payment. The Company will pay interest on the Securities
(except defaulted interest) to the Persons who are registered Holders of
Securities at the close of business on the record date next preceding the
Interest Payment Date, even if such Securities are canceled after such record
date and on or before such Interest Payment Date. The Holder must surrender this
Security to a Paying Agent to collect payments of principal and premium, if any.
The Company will pay the principal of, and premium, if any, and interest on the
Securities in money of the United States of America that at the time of payment
is legal tender for payment of public and private debts. Payments in respect of
the Securities represented by a Global Security (including principal, premium,
if any, Liquidated Damages, if any, and interest) will be made by wire transfer
of immediately available funds to the accounts specified by The Depository Trust
Company. The Company will make all payments in respect of a certificated
Security (including principal, premium, if any, Liquidated Damages, if any, and
interest) by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on a certificated Security will be made by wire
transfer to a U.S. dollar account maintained by the payee with a bank in the
United States if such Holder elects payment by wire transfer by giving written
notice to the Trustee or the Paying Agent to such effect designating such
account no later than 30 days immediately preceding the relevant due date for
payment (or such other date as the Trustee may accept in its discretion).

         3. Ranking and Guarantees. The Securities are senior unsecured
obligations of the Company and are guaranteed pursuant to guarantees (the
"Guarantees") by Anadarko Petroleum Corporation, a Delaware corporation (the
"Guarantor"). Each of the Guarantees is a senior unsecured obligation of the
Guarantor. Certain limitations to the obligations of the Guarantor are set forth
in further detail in the Indenture. References herein to the Indenture or the
Securities shall be deemed also to refer to the Guarantees set forth in the
Indenture except where the context otherwise requires.

         4. Optional Redemption. The Securities may be redeemed at any time, at
the option of the Company, in whole or from time to time in part, at a price
equal to 100% of their principal amount plus accrued and unpaid interest, 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) plus the Make-Whole Premium, if any (the
"Redemption Price").

         The amount of the "Make-Whole Premium" with respect to any Security (or
portion thereof) to be redeemed will be equal to the excess, if any, of:

                  (i) the sum of the present values, calculated as of the
         Redemption Date, of:


                                      A-3
<PAGE>   54

                                    (A) each interest payment that, but for such
                  redemption would have been payable on the Security (or portion
                  thereof) being redeemed on each Interest Payment Date
                  occurring after the Redemption Date (excluding any accrued and
                  unpaid interest for the period prior to the Redemption Date);
                  and

                                    (B) the principal amount that, but for such
                  redemption, would have been payable at the final maturity of
                  the Security (or portion thereof) being redeemed;

         over

                  (ii) the principal amount of the Security (or portion thereof)
         being redeemed.

The present values of interest and principal payments referred to in clause (i)
above will be determined in accordance with generally accepted principles of
financial analysis. Such present values will be calculated by discounting the
amount of each payment of interest or principal from the date that each such
payment would have been payable, but for the redemption, to the Redemption Date
at a discount rate equal to the Treasury Yield plus 25 basis points. The Make-
Whole Premium will be calculated by an Independent Investment Banker.

         For purposes of determining the Make-Whole Premium, "Treasury Yield"
means a rate of interest per annum equal to the weekly average yield to maturity
of United States Treasury Notes that have a constant maturity that corresponds
to the remaining term to maturity of the Securities, calculated to the nearest
1/12 of a year (the "Remaining Term"). The Treasury Yield will be determined as
of the third Business Day immediately preceding the applicable Redemption Date.
The weekly average yields of United States Treasury Notes will be determined by
reference to the most recent statistical release published by the Federal
Reserve Bank of New York and designated "H.15(519) Selected Interest Rates" or
any successor release (the "H.15 Statistical Release"). If the H.15 Statistical
Release sets forth a weekly average yield for United States Treasury Notes
having a constant maturity that is the same as the Remaining Term, then the
Treasury Yield will be equal to such weekly average yield. In all other cases,
the Treasury Yield will be calculated by interpolation, on a straight-line
basis, between the weekly average yields on the United States Treasury Notes
that have a constant maturity closest to and greater than the Remaining Term and
the United States Treasury Notes that have a constant maturity closest to and
less than the Remaining Term (in each case as set forth in the H.15 Statistical
Release). Any weekly average yields so calculated by interpolation will be
rounded to the nearest 1/100 of 1%, with any figure of 1/200% or above being
rounded upward. If weekly average yields for United States Treasury Notes are
not available in the H.15 Statistical Release or otherwise, then the Treasury
Yield will be calculated by interpolation of comparable rates selected by the
Independent Investment Banker.

         "Independent Investment Banker" means Credit Suisse First Boston
Corporation or, if such firm is unwilling or unable to make such calculation, an
independent investment banking institution of national standing appointed by the
Trustee.

         Periodic interest installments with respect to which the Interest
Payment Date is on or prior to any Redemption Date will be payable to Holders of
record at the close of business on the relevant record dates referred to herein,
all as provided in the Indenture.

         Notice of redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each Holder of Securities to be redeemed
at his registered address. Securities in denominations larger than $1,000 may be
redeemed in part but only in whole multiples of $1,000. On or after the
Redemption Date interest will cease to accrue on Securities or on the portions
thereof called for redemption, as the case may be.

         5. Paying Agent and Registrar. Initially, The Bank of New York (the
"Trustee"), the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent, Registrar, co-registrar or
additional paying agent without notice to any Holder. The Company, the
Guarantor, or any of their respective subsidiaries may act in any such capacity.

         6. Indenture. The Company issued the Securities under an Indenture
dated as of April 26, 2001 (as amended, supplemented or otherwise modified form
time to time, the "Indenture") among the Company, the Guarantor and the Trustee.
The terms of the Securities include those stated in the Indenture and those made
part of the Indenture


                                      A-4
<PAGE>   55

by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
Sections 77aaa-77bbbb), as in effect on the date of execution of the Indenture.
The Securities and the Guarantees are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. The
Securities are unsecured general obligations of the Company and the Guarantees
are unsecured general obligations of the Guarantor. Capitalized terms used but
not defined in this Security have the respective meanings given to such terms in
the Indenture.

         7. Denominations, Transfer, Exchange. The Securities are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Securities may be registered and Securities may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not exchange or register the transfer of any
Securities during the period between a record date and the corresponding
Interest Payment Date.

         8. Persons Deemed Owners. The registered Holder of a Security shall be
treated as its owner for all purposes.

         9. Amendments and Waivers. Subject to certain exceptions and
limitations, the Indenture or the Securities may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Securities, and compliance in a particular instance by the
Company or the Guarantor with any provision of the Indenture may be waived
(other than certain provisions, including any continuing Default or Event of
Default in the payment of the principal of, or premium, if any, or interest on
the Securities) by the Holders of at least a majority in principal amount of the
Securities then outstanding in accordance with the terms of the Indenture.
Without the consent of any Holder, the Company, the Guarantor and the Trustee
may amend or supplement the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency; to comply with the Indenture in the case of
the merger, consolidation or sale or other disposition of all or substantially
all of the assets of the Company or the Guarantor; to provide for uncertificated
Securities in addition to or in place of certificated Securities; to add to,
change or eliminate the provisions of the Indenture to the extent necessary to
facilitate the issuance of Securities in accordance with the Indenture; to
change or eliminate any provision of the Indenture when there is no Security
outstanding which is entitled to the benefit of such provision; to secure the
Securities of any series pursuant to the requirements under the Indenture; to
comply with any requirements in order to effect or maintain the qualification of
the Indenture under the Trust Indenture Act of 1939, as amended; to comply with
any requirements of the SEC in connection with qualifying the Indenture under
the TIA; to add to the covenants of the Company or the Guarantor for the benefit
of the Holders or to surrender any power conferred upon the Company or the
Guarantor; or to make any change that does not adversely affect the rights of
any Holder.

         The right of any Holder to participate in any consent required or
sought pursuant to any provision of the Indenture (and the obligation of the
Company to obtain any such consent otherwise required from such Holder) may be
subject to the requirement that such Holder shall have been the Holder of record
of any Securities with respect to which such consent is required or sought as of
a date identified by the Trustee in a notice furnished to Holders in accordance
with the terms of the Indenture.

         Without the consent of Holders of at least two-thirds in principal
amount of the Securities of any series then outstanding, an amendment,
supplement or waiver under this Section may not (a) reduce the rate of or change
the time for payment of Liquidated Damages, if any, on any Security of such
series, (b) impair the right to institute suit for the enforcement of any
payment of Liquidated Damages, if any, on any Security of such series, except as
limited by Section 5.06 of the Indenture, or (c) waive a continuing Default or
Event of Default in the payment of Liquidated Damages, if any, on the Securities
of such series.

         Without the consent of each Holder affected, the Company may not (i)
reduce the percentage of principal amount of Securities whose Holders must
consent to an amendment, supplement or waiver, (ii) reduce the rate of or change
the time for payment of interest, including default interest, on any Security,
(iii) reduce the principal of or change the fixed maturity of any Security or
alter the premium or other provisions with respect to redemption, (iv) make any
Security payable in money other than that stated in the Security, (v) impair the
right to institute suit for the enforcement of any payment of principal of, or
premium, if any, or interest on any Security, (vi) make any change in the
percentage of principal amount of Securities necessary to waive compliance with
certain provisions of the Indenture or (vii) waive a continuing Default or Event
of Default in the payment of principal of, or premium, if any, or interest on
the Securities.


                                      A-5
<PAGE>   56

         10. Defaults and Remedies. Events of Default include: default in
payment of interest or Liquidated Damages, if any, on the Securities for 60
days; default in payment of principal of, or premium, if any, on the Securities;
default in the performance, or breach, of any of its other covenants, warranties
or agreements in the Indenture by the Company or the Guarantor for 90 days after
written notice by the Trustee or by the Holders of at least 25% of the aggregate
principal amount of the Securities then outstanding; a default in the payment of
principal or interest in respect of any Funded Debt of the Company or the
Guarantor outstanding in an aggregate principal amount in excess of $25 million,
and such default shall be continuing for a period of 30 days without the Company
or Guarantor effecting a cure of such default, resulting in the acceleration of
Maturity of the Funded Debt; certain voluntary or involuntary events involving
bankruptcy, insolvency or reorganization of the Company or the Guarantor; and
the Guarantee in respect of the Securities ceases to be in full force and effect
or becomes unenforceable or invalid or is declared null and void, or the
Guarantor denies or disaffirms its obligations under such Guarantee. If an Event
of Default occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the then outstanding Securities may declare the principal
of, and premium, if any, and interest on all the Securities to be immediately
due and payable, except that in the case of an Event of Default arising from
certain events of bankruptcy, insolvency or reorganization of the Company or the
Guarantor, all outstanding Securities become due and payable immediately without
further action or notice. The amount due and payable upon the acceleration of
any Security is equal to 100% of the principal amount thereof plus premium, if
any, and accrued interest to the date of payment. Holders may not enforce the
Indenture or the Securities except as provided in the Indenture. The Trustee may
require indemnity reasonably satisfactory to it before it enforces the Indenture
or the Securities. Subject to certain limitations, Holders of a majority in
principal amount of the then 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 a default in payment of principal or premium,
if any, or interest) if it determines that withholding notice is in their
interests. The Company must furnish an annual compliance certificate to the
Trustee.

         11. Discharge Prior to Maturity. The Indenture shall be discharged and
canceled upon the payment of all of the Securities and shall be discharged
except for certain obligations upon the irrevocable deposit with the Trustee of
funds or U.S. Government Obligations sufficient for such payment.

         12. Trustee Dealings with the Company and the Guarantor. The Trustee,
in its individual or any other capacity, may make loans to, accept deposits
from, and perform services for the Company, the Guarantor or their respective
Affiliates, and may otherwise deal with the Company, the Guarantor or their
respective Affiliates, as if it were not Trustee.

         13. No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company or the Guarantor shall not have any
liability for any obligations of the Company or the 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 a
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issuance of the Securities.

         14. Authentication. This Security shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

         15. CUSIP Numbers. 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 of
the Securities. 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
identification numbers printed thereon.

         16. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         17. Governing Law. The Indenture and the Securities shall be governed
by and constructed in accordance with, the laws of the State of New York.

         18. [Additional Rights and Obligations of Holders of Transfer
Restricted Securities. In addition to the rights provided to Holders of
Securities under the Indenture, Holders of Transfer Restricted Securities shall
have all the


                                      A-6
<PAGE>   57

rights set forth in the Registration Rights Agreement, dated as of the Issue
Date (the "Registration Rights Agreement"), among the Company, the Guarantor and
the Initial Purchaser. Each Holder of a Transfer Restricted Security , by his
acceptance thereof, acknowledges and agrees to the provisions of the
Registration Rights Agreement, including without limitation the obligations of
the Holders with respect to a registration and the indemnification of the
Company and the Guarantors to the extent provided therein.]**

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Request may be made to:

Anadarko Finance Company
17001 Northchase Drive
Houston, TX 77060
Attention: Vice President and Treasurer
Telecopier No. (281) 863-7077


----------

         ** This paragraph should be included only if the Security is a Transfer
Restricted Security.


                                      A-7
<PAGE>   58

                          FORM OF NOTATION ON SECURITY
                              RELATING TO GUARANTEE

         The Guarantor (which term includes any successor Person in such
capacity under the Indenture), has fully, unconditionally and absolutely
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture, the due and punctual payment of the principal of,
and premium, if any, and interest on the Securities and all other amounts due
and payable under the Indenture and the Securities by the Company.

         The obligations of the Guarantor to the Holders of Securities and to
the Trustee pursuant to the Guarantees and the Indenture are expressly set forth
in Article IX of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Guarantee.

                                        Guarantor:

                                        ANADARKO PETROLEUM CORPORATION


                                        By:
                                             -----------------------------------


                                      A-8
<PAGE>   59

                                 ASSIGNMENT FORM

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

--------------------------------------------------------------------------------
             (Insert assignee's social security or tax I.D. number)

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

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

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

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

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

Date:
      ---------------------------

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

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

In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Securities and the last date, if any, on which such Securities were
owned by the Company or any Affiliate of the Company, the undersigned confirms
that such Securities are being transferred as specified below:

                                    CHECK ONE

(1)[ ]   to the Guarantor, the Company or a Subsidiary thereof; or

(2)[ ]   to a "qualified institutional buyer" (as defined in Rule 144A under the
         Securities Act of 1933) that purchases for its own account or for the
         account of a qualified institutional buyer to whom notice is given that
         such transfer is being made in reliance on Rule 144A, in each case
         pursuant to and in compliance with Rule 144A under the Securities Act
         of 1933; or

(3)[ ]   outside the United States to a "foreign person" in compliance with
         Rule 904 of Regulation S under the Securities Act of 1933; or

(4)[ ]   pursuant to an effective registration statement under the Securities
         Act of 1933; or

(5)[ ]   pursuant to an exemption from the registration requirements of the
         Securities Act of 1933, provided by Rule 144 thereunder.

and unless the box below is checked, the undersigned confirms that such Security
is not being transferred to an "affiliate" of the Company as defined in Rule 144
under the Securities Act of 1933 (an "Affiliate"):

         [ ] The transferee is an Affiliate of the Company.


                                      A-9
<PAGE>   60

         Unless one of items (1) through (5) above is checked, the Trustee will
refuse to register any of the Securities evidenced by this certificate in the
name of any person other than the registered Holder thereof; provided, however,
that if item (3), or (5) is checked, the Company or the Trustee may require,
prior to registering any such transfer of the Securities, in their sole
discretion, such written legal opinions, certifications (including an investment
letter) and other information as the Trustee or the Company have reasonably
requested to confirm that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act of 1933.

         If none of the foregoing items are checked, the Trustee or Registrar
shall not be obligated to register this Security in the name of any person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.06 of the Indenture shall have
been satisfied.


                                        Signed:
                                               ---------------------------------
                                        (Sign exactly as your name appears on
                                        the other side of this Security)


Signature Guarantee:
                      ----------------------------------------------------------


                                      A-10
<PAGE>   61

              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

         The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933 and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.


Dated:
      ----------------------------------  --------------------------------------
                                          Notice: to be executed by an executive
                                                  officer***

----------

         *** These paragraphs should be included only if the Security is a
Transfer Restricted Security.


                                      A-11
<PAGE>   62

                     SCHEDULE OF EXCHANGES OF SECURITIES***

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

<TABLE>
<CAPTION>
                                                            PRINCIPAL AMOUNT      SIGNATURE OF
                       AMOUNT OF           AMOUNT OF       OF GLOBAL SECURITY      AUTHORIZED
                      DECREASE IN         INCREASE IN        FOLLOWING SUCH    OFFICER, TRUSTEE OR
      DATE OF       PRINCIPAL AMOUNT    PRINCIPAL AMOUNT      DECREASE (OR         SECURITIES
   TRANSACTION     OF GLOBAL SECURITY  OF GLOBAL SECURITY       INCREASE)           CUSTODIAN
-----------------  ------------------  ------------------  ------------------  -------------------
<S>                <C>                 <C>                 <C>                 <C>


</TABLE>

----------

         *** This Schedule should be included only if the Security is a Global
Security.


                                      A-12
<PAGE>   63


                                                                       EXHIBIT B

                           [FACE OF 30-YEAR SECURITY]

                           [GLOBAL SECURITIES LEGEND]

         [UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. THE DEPOSITARY TRUST COMPANY SHALL ACT AS THE DEPOSITARY UNTIL A
SUCCESSOR SHALL BE APPOINTED BY THE COMPANY AND THE REGISTRAR. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]*

                     [TRANSFER RESTRICTED SECURITIES LEGEND]

         [THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT OF 1933"), OR
ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH
IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER:

(1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT OF 1933;

(2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY EXCEPT (A)
TO THE COMPANY, THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OF
1933, (C) TO A NON-U.S. PERSON OUTSIDE THE UNITED STATES IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT OF 1933, (D) PURSUANT TO THE EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OF 1933 (IF
AVAILABLE) OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND WHICH CONTINUES TO BE EFFECTIVE
AT THE TIME OF SUCH TRANSFER; AND

(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED
HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE) A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.]***

                            ANADARKO FINANCE COMPANY

                    7 1/2% Series [A/B] Senior Note due 2031

----------

         * This paragraph should be included only if the Security is a Global
Security.

         *** These paragraphs should be included only if the Security is a
Transfer Restricted Security.


                                       B-1
<PAGE>   64

                              CUSIP [          ]
                                     ----------

No.                                                                 $
    ---                                                              -----------

         Anadarko Finance Company, an unlimited liability company organized
under the laws of the province of Nova Scotia, Canada (the "Company"), for value
received promises to pay to ___________________________ or registered assigns,
the principal sum of $_________ Dollars [or such greater or lesser amount as is
indicated on the Schedule of Exchanges of Securities on the other side of this
Security.**] on May 1, 2031.

         Interest Payment Dates:    May 1 and November 1

         Record Dates:              April 15 and October 15

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

         IN WITNESS WHEREOF, the Company has caused this Security to be signed
manually or by facsimile by its duly authorized officers.

Dated:

                                        ANADARKO FINANCE COMPANY

                                        By:
                                            ------------------------------------

                                        By:
                                            ------------------------------------

Certificate of Authentication:

THE BANK OF NEW YORK,
as Trustee, certifies that this is one
     of the Securities referred to in
     the within-mentioned Indenture.

By:
    ------------------------------------
    Authorized Signature

----------

         ** This phrase should be included only if the Security is a Global
Security.


                                       B-2
<PAGE>   65

                          [REVERSE OF 30-YEAR SECURITY]

                            ANADARKO FINANCE COMPANY

                    7 1/2% SERIES [A/B] SENIOR NOTE DUE 2031

         This Security is one of a duly authorized issue of 7 1/2% Series [A/B]
Senior Notes due 2031 (the "Securities") of Anadarko Finance Company, an
unlimited liability company organized under the laws of the province of Nova
Scotia, Canada (the "Company").

         1. Interest. The Company promises to pay interest on the principal
amount of this Security at 7 1/2% per annum from April 26, 2001 until maturity.
The Company will pay interest semiannually on May 1 and November 1 of each year
(each an "Interest Payment Date"), or if any such day is not a Business Day, on
the next succeeding Business Day. Interest on the Securities will accrue from
the most recent Interest Payment Date on which interest has been paid or, if no
interest has been paid, from April 26, 2001; provided that if there is no
existing Default in the payment of interest, and if this Security is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be November 1, 2001 and interest accrued from April 26, 2001
shall be payable on such date. Further, the Company shall pay interest on
overdue principal and premium, if any, from time to time on demand at a rate
equal to the interest rate then in effect; it shall pay interest on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

         2. Method of Payment. The Company will pay interest on the Securities
(except defaulted interest) to the Persons who are registered Holders of
Securities at the close of business on the record date next preceding the
Interest Payment Date, even if such Securities are canceled after such record
date and on or before such Interest Payment Date. The Holder must surrender this
Security to a Paying Agent to collect payments of principal and premium, if any.
The Company will pay the principal of, and premium, if any, and interest on the
Securities in money of the United States of America that at the time of payment
is legal tender for payment of public and private debts. Payments in respect of
the Securities represented by a Global Security (including principal, premium,
if any, Liquidated Damages, if any, and interest) will be made by wire transfer
of immediately available funds to the accounts specified by The Depository Trust
Company. The Company will make all payments in respect of a certificated
Security (including principal, premium, if any, Liquidated Damages, if any, and
interest) by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on a certificated Security will be made by wire
transfer to a U.S. dollar account maintained by the payee with a bank in the
United States if such Holder elects payment by wire transfer by giving written
notice to the Trustee or the Paying Agent to such effect designating such
account no later than 30 days immediately preceding the relevant due date for
payment (or such other date as the Trustee may accept in its discretion).

         3. Ranking and Guarantees. The Securities are senior unsecured
obligations of the Company and are guaranteed pursuant to guarantees (the
"Guarantees") by Anadarko Petroleum Corporation, a Delaware corporation (the
"Guarantor"). Each of the Guarantees is a senior unsecured obligation of the
Guarantor. Certain limitations to the obligations of the Guarantor are set forth
in further detail in the Indenture. References herein to the Indenture or the
Securities shall be deemed also to refer to the Guarantees set forth in the
Indenture except where the context otherwise requires.

         4. Optional Redemption. The Securities may be redeemed at any time, at
the option of the Company, in whole or from time to time in part, at a price
equal to 100% of their principal amount plus accrued and unpaid interest, 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) plus the Make-Whole Premium, if any (the
"Redemption Price").

         The amount of the "Make-Whole Premium" with respect to any Security (or
portion thereof) to be redeemed will be equal to the excess, if any, of:

                  (i) the sum of the present values, calculated as of the
Redemption Date, of:


                                       B-3
<PAGE>   66



                                    (A) each interest payment that, but for such
                  redemption would have been payable on the Security (or portion
                  thereof) being redeemed on each Interest Payment Date
                  occurring after the Redemption Date (excluding any accrued and
                  unpaid interest for the period prior to the Redemption Date);
                  and

                                    (B) the principal amount that, but for such
                  redemption, would have been payable at the final maturity of
                  the Security (or portion thereof) being redeemed;

         over

                  (ii) the principal amount of the Security (or portion thereof)
being redeemed.

The present values of interest and principal payments referred to in clause (i)
above will be determined in accordance with generally accepted principles of
financial analysis. Such present values will be calculated by discounting the
amount of each payment of interest or principal from the date that each such
payment would have been payable, but for the redemption, to the Redemption Date
at a discount rate equal to the Treasury Yield plus 30 basis points. The Make-
Whole Premium will be calculated by an Independent Investment Banker.

         For purposes of determining the Make-Whole Premium, "Treasury Yield"
means a rate of interest per annum equal to the weekly average yield to maturity
of United States Treasury Notes that have a constant maturity that corresponds
to the remaining term to maturity of the Securities, calculated to the nearest
1/12 of a year (the "Remaining Term"). The Treasury Yield will be determined as
of the third Business Day immediately preceding the applicable Redemption Date.
The weekly average yields of United States Treasury Notes will be determined by
reference to the most recent statistical release published by the Federal
Reserve Bank of New York and designated "H.15(519) Selected Interest Rates" or
any successor release (the "H.15 Statistical Release"). If the H.15 Statistical
Release sets forth a weekly average yield for United States Treasury Notes
having a constant maturity that is the same as the Remaining Term, then the
Treasury Yield will be equal to such weekly average yield. In all other cases,
the Treasury Yield will be calculated by interpolation, on a straight-line
basis, between the weekly average yields on the United States Treasury Notes
that have a constant maturity closest to and greater than the Remaining Term and
the United States Treasury Notes that have a constant maturity closest to and
less than the Remaining Term (in each case as set forth in the H.15 Statistical
Release). Any weekly average yields so calculated by interpolation will be
rounded to the nearest 1/100 of 1%, with any figure of 1/200% or above being
rounded upward. If weekly average yields for United States Treasury Notes are
not available in the H.15 Statistical Release or otherwise, then the Treasury
Yield will be calculated by interpolation of comparable rates selected by the
Independent Investment Banker.

         "Independent Investment Banker" means Credit Suisse First Boston
Corporation or, if such firm is unwilling or unable to make such calculation, an
independent investment banking institution of national standing appointed by the
Trustee.

         Periodic interest installments with respect to which the Interest
Payment Date is on or prior to any Redemption Date will be payable to Holders of
record at the close of business on the relevant record dates referred to herein,
all as provided in the Indenture.

         Notice of redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each Holder of Securities to be redeemed
at his registered address. Securities in denominations larger than $1,000 may be
redeemed in part but only in whole multiples of $1,000. On or after the
Redemption Date interest will cease to accrue on Securities or on the portions
thereof called for redemption, as the case may be.

         5. Paying Agent and Registrar. Initially, The Bank of New York (the
"Trustee"), the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent, Registrar, co-registrar or
additional paying agent without notice to any Holder. The Company, the
Guarantor, or any of their respective subsidiaries may act in any such capacity.

         6. Indenture. The Company issued the Securities under an Indenture
dated as of April 26, 2001 (as amended, supplemented or otherwise modified form
time to time, the "Indenture") among the Company, the Guarantor


                                       B-4
<PAGE>   67

and the Trustee. The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb), as in
effect on the date of execution of the Indenture. The Securities and the
Guarantees are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. The Securities are
unsecured general obligations of the Company and the Guarantees are unsecured
general obligations of the Guarantor. Capitalized terms used but not defined in
this Security have the respective meanings given to such terms in the Indenture.

         7. Denominations, Transfer, Exchange. The Securities are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Securities may be registered and Securities may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not exchange or register the transfer of any
Securities during the period between a record date and the corresponding
Interest Payment Date.

         8. Persons Deemed Owners. The registered Holder of a Security shall be
treated as its owner for all purposes.

         9. Amendments and Waivers. Subject to certain exceptions and
limitations, the Indenture or the Securities may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Securities, and compliance in a particular instance by the
Company or the Guarantor with any provision of the Indenture may be waived
(other than certain provisions, including any continuing Default or Event of
Default in the payment of the principal of, or premium, if any, or interest on
the Securities) by the Holders of at least a majority in principal amount of the
Securities then outstanding in accordance with the terms of the Indenture.
Without the consent of any Holder, the Company, the Guarantor and the Trustee
may amend or supplement the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency; to comply with the Indenture in the case of
the merger, consolidation or sale or other disposition of all or substantially
all of the assets of the Company or the Guarantor; to provide for uncertificated
Securities in addition to or in place of certificated Securities; to add to,
change or eliminate the provisions of the Indenture to the extent necessary to
facilitate the issuance of Securities in accordance with the Indenture; to
change or eliminate any provision of the Indenture when there is no Security
outstanding which is entitled to the benefit of such provision; to secure the
Securities of any series pursuant to the requirements under the Indenture; to
comply with any requirements in order to effect or maintain the qualification of
the Indenture under the Trust Indenture Act of 1939, as amended; to comply with
any requirements of the SEC in connection with qualifying the Indenture under
the TIA; to add to the covenants of the Company or the Guarantor for the benefit
of the Holders or to surrender any power conferred upon the Company or the
Guarantor; or to make any change that does not adversely affect the rights of
any Holder.

         The right of any Holder to participate in any consent required or
sought pursuant to any provision of the Indenture (and the obligation of the
Company to obtain any such consent otherwise required from such Holder) may be
subject to the requirement that such Holder shall have been the Holder of record
of any Securities with respect to which such consent is required or sought as of
a date identified by the Trustee in a notice furnished to Holders in accordance
with the terms of the Indenture.

         Without the consent of Holders of at least two-thirds in principal
amount of the Securities of any series then outstanding, an amendment,
supplement or waiver under this Section may not (a) reduce the rate of or change
the time for payment of Liquidated Damages, if any, on any Security of such
series, (b) impair the right to institute suit for the enforcement of any
payment of Liquidated Damages, if any, on any Security of such series, except as
limited by Section 5.06 of the Indenture, or (c) waive a continuing Default or
Event of Default in the payment of Liquidated Damages, if any, on the Securities
of such series.

         Without the consent of each Holder affected, the Company may not (i)
reduce the percentage of principal amount of Securities whose Holders must
consent to an amendment, supplement or waiver, (ii) reduce the rate of or change
the time for payment of interest, including default interest, on any Security,
(iii) reduce the principal of or change the fixed maturity of any Security or
alter the premium or other provisions with respect to redemption, (iv) make any
Security payable in money other than that stated in the Security, (v) impair the
right to institute suit for the enforcement of any payment of principal of, or
premium, if any, or interest on any Security, (vi) make any change in the
percentage


                                       B-5
<PAGE>   68

of principal amount of Securities necessary to waive compliance with certain
provisions of the Indenture or (vii) waive a continuing Default or Event of
Default in the payment of principal of, or premium, if any, or interest on the
Securities.

         10. Defaults and Remedies. Events of Default include: default in
payment of interest or Liquidated Damages, if any, on the Securities for 60
days; default in payment of principal of, or premium, if any, on the Securities;
default in the performance, or breach, of any of its other covenants, warranties
or agreements in the Indenture by the Company or the Guarantor for 90 days after
written notice by the Trustee or by the Holders of at least 25% of the aggregate
principal amount of the Securities then outstanding; a default in the payment of
principal or interest in respect of any Funded Debt of the Company or the
Guarantor outstanding in an aggregate principal amount in excess of $25 million,
and such default shall be continuing for a period of 30 days without the Company
or Guarantor effecting a cure of such default, resulting in the acceleration of
Maturity of the Funded Debt; certain voluntary or involuntary events involving
bankruptcy, insolvency or reorganization of the Company or the Guarantor; and
the Guarantee in respect of the Securities ceases to be in full force and effect
or becomes unenforceable or invalid or is declared null and void, or the
Guarantor denies or disaffirms its obligations under such Guarantee. If an Event
of Default occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the then outstanding Securities may declare the principal
of, and premium, if any, and interest on all the Securities to be immediately
due and payable, except that in the case of an Event of Default arising from
certain events of bankruptcy, insolvency or reorganization of the Company or the
Guarantor, all outstanding Securities become due and payable immediately without
further action or notice. The amount due and payable upon the acceleration of
any Security is equal to 100% of the principal amount thereof plus premium, if
any, and accrued interest to the date of payment. Holders may not enforce the
Indenture or the Securities except as provided in the Indenture. The Trustee may
require indemnity reasonably satisfactory to it before it enforces the Indenture
or the Securities. Subject to certain limitations, Holders of a majority in
principal amount of the then 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 a default in payment of principal or premium,
if any, or interest) if it determines that withholding notice is in their
interests. The Company must furnish an annual compliance certificate to the
Trustee.

         11. Discharge Prior to Maturity. The Indenture shall be discharged and
canceled upon the payment of all of the Securities and shall be discharged
except for certain obligations upon the irrevocable deposit with the Trustee of
funds or U.S. Government Obligations sufficient for such payment.

         12. Trustee Dealings with the Company and the Guarantor. The Trustee,
in its individual or any other capacity, may make loans to, accept deposits
from, and perform services for the Company, the Guarantor or their respective
Affiliates, and may otherwise deal with the Company, the Guarantor or their
respective Affiliates, as if it were not Trustee.

         13. No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company or the Guarantor shall not have any
liability for any obligations of the Company or the 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 a
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issuance of the Securities.

         14. Authentication. This Security shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

         15. CUSIP Numbers. 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 of
the Securities. 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
identification numbers printed thereon.

         16. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).


                                       B-6
<PAGE>   69

         17. Governing Law. The Indenture and the Securities shall be governed
by and constructed in accordance with, the laws of the State of New York.

         18. [Additional Rights and Obligations of Holders of Transfer
Restricted Securities. In addition to the rights provided to Holders of
Securities under the Indenture, Holders of Transfer Restricted Securities shall
have all the rights set forth in the Registration Rights Agreement, dated as of
the Issue Date (the "Registration Rights Agreement"), among the Company, the
Guarantor and the Initial Purchaser. Each Holder of a Transfer Restricted
Security , by his acceptance thereof, acknowledges and agrees to the provisions
of the Registration Rights Agreement, including without limitation the
obligations of the Holders with respect to a registration and the
indemnification of the Company and the Guarantors to the extent provided
therein.]*

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Request may be made to:

Anadarko Finance Company
17001 Northchase Drive
Houston, TX  77060
Attention: Vice President and Treasurer
Telecopier No. (281) 863-7077

----------

         * This paragraph should be included only if the Security is a Transfer
Restricted Security.


                                       B-7
<PAGE>   70

                          FORM OF NOTATION ON SECURITY
                              RELATING TO GUARANTEE

         The Guarantor (which term includes any successor Person in such
capacity under the Indenture), has fully, unconditionally and absolutely
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture, the due and punctual payment of the principal of,
and premium, if any, and interest on the Securities and all other amounts due
and payable under the Indenture and the Securities by the Company.

         The obligations of the Guarantor to the Holders of Securities and to
the Trustee pursuant to the Guarantees and the Indenture are expressly set forth
in Article IX of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Guarantee.

                                       Guarantor:

                                       ANADARKO PETROLEUM CORPORATION


                                       By:
                                           -------------------------------------


                                       B-8
<PAGE>   71

                                 ASSIGNMENT FORM

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

--------------------------------------------------------------------------------
             (Insert assignee's social security or tax I.D. number)

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

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

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

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

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

Date:
      ----------------------

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

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

         In connection with any transfer of any of the Securities evidenced by
         this certificate occurring prior to the expiration of the period
         referred to in Rule 144(k) under the Securities Act after the later of
         the date of original issuance of such Securities and the last date, if
         any, on which such Securities were owned by the Company or any
         Affiliate of the Company, the undersigned confirms that such Securities
         are being transferred as specified below:

                                    CHECK ONE

         (1) [ ]  to the Guarantor, the Company or a Subsidiary thereof; or

         (2) [ ]  to a "qualified institutional buyer" (as defined in Rule 144A
                  under the Securities Act of 1933) that purchases for its own
                  account or for the account of a qualified institutional buyer
                  to whom notice is given that such transfer is being made in
                  reliance on Rule 144A, in each case pursuant to and in
                  compliance with Rule 144A under the Securities Act of 1933; or

         (3) [ ]  outside the United States to a "foreign person" in compliance
                  with Rule 904 of Regulation S under the Securities Act of
                  1933; or

         (4) [ ]  pursuant to an effective registration statement under the
                  Securities Act of 1933; or

         (5) [ ]  pursuant to an exemption from the registration requirements of
                  the Securities Act of 1933, provided by Rule 144 thereunder.

         and unless the box below is checked, the undersigned confirms that such
         Security is not being transferred to an "affiliate" of the Company as
         defined in Rule 144 under the Securities Act of 1933 (an "Affiliate"):

                  [ ] The transferee is an Affiliate of the Company.


                                       B-9
<PAGE>   72


         Unless one of items (1) through (5) above is checked, the Trustee will
refuse to register any of the Securities evidenced by this certificate in the
name of any person other than the registered Holder thereof; provided, however,
that if item (3), or (5) is checked, the Company or the Trustee may require,
prior to registering any such transfer of the Securities, in their sole
discretion, such written legal opinions, certifications (including an investment
letter) and other information as the Trustee or the Company have reasonably
requested to confirm that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act of 1933.

         If none of the foregoing items are checked, the Trustee or Registrar
shall not be obligated to register this Security in the name of any person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.06 of the Indenture shall have
been satisfied.



                                       Signed:
                                              ----------------------------------
                                       (Sign exactly as your name appears on the
                                           other side of this Security)


Signature Guarantee:
                      ----------------------------------------------------------


                                      B-10
<PAGE>   73


              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

         The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933 and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.


Dated:
      --------------------------------------------------------------------------
                            Notice: to be executed by an executive officer]*



----------

         * These paragraphs should be included only if the Security is a
Transfer Restricted Security.


                                      B-11
<PAGE>   74

                      SCHEDULE OF EXCHANGES OF SECURITIES*

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

<TABLE>
<CAPTION>
                                                            PRINCIPAL AMOUNT      SIGNATURE OF
                       AMOUNT OF           AMOUNT OF       OF GLOBAL SECURITY      AUTHORIZED
                      DECREASE IN         INCREASE IN        FOLLOWING SUCH    OFFICER, TRUSTEE OR
      DATE OF       PRINCIPAL AMOUNT    PRINCIPAL AMOUNT      DECREASE (OR         SECURITIES
   TRANSACTION     OF GLOBAL SECURITY  OF GLOBAL SECURITY       INCREASE)           CUSTODIAN
-----------------  ------------------  ------------------  ------------------  -------------------
<S>                <C>                 <C>                 <C>                 <C>


</TABLE>

----------

         * This Schedule should be included only if the Security is a Global
Security.


                                      B-12