EXHIBIT 4.1

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                            AMERADA HESS CORPORATION

                                       and

                           JPMORGAN CHASE BANK, N.A.,
                                   as Trustee

                                    Indenture

                          Dated as of March 1, 2006

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<PAGE>

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION............1

  SECTION 1.01.  Definitions...................................................1
  SECTION 1.02.  Compliance Certificates and Opinions..........................9
  SECTION 1.03.  Form of Documents Delivered to Trustee.......................10
  SECTION 1.04.  Acts of Holders; Record Dates................................10
  SECTION 1.05.  Notices, Etc., to Trustee and Company........................12
  SECTION 1.06.  Notice to Holders; Waiver....................................13
  SECTION 1.07.  Conflict with Trust Indenture Act............................13
  SECTION 1.08.  Effect of Headings and Table of Contents.....................13
  SECTION 1.09.  Successors and Assigns.......................................14
  SECTION 1.10.  Separability Clause..........................................14
  SECTION 1.11.  Benefits of Indenture........................................14
  SECTION 1.12.  Governing Law................................................14
  SECTION 1.13.  Legal Holidays...............................................14
  SECTION 1.14.  No Recourse..................................................14
  SECTION 1.15.  Accounting Terms.............................................14

ARTICLE TWO SECURITY FORMS....................................................15

  SECTION 2.01.  Forms Generally..............................................15
  SECTION 2.02.  Form of Face of Security.....................................16
  SECTION 2.03.  Form of Reverse of Security..................................18
  SECTION 2.04.  Form of Legend for Global Securities.........................22
  SECTION 2.05.  Form of Trustee's Certificate of Authentication..............22

ARTICLE THREE THE SECURITIES..................................................22

  SECTION 3.01.  Amount Unlimited; Issuable in Series.........................22
  SECTION 3.02.  Denominations................................................25
  SECTION 3.03.  Execution, Authentication, Delivery and Dating...............25
  SECTION 3.04.  Temporary Securities.........................................26
  SECTION 3.05.  Registration, Registration of Transfer and Exchange..........27
  SECTION 3.06.  Mutilated, Destroyed, Lost and Stolen Securities.............29
  SECTION 3.07.  Payment of Interest; Interest Rights Preserved...............30
  SECTION 3.08.  Persons Deemed Owners........................................31
  SECTION 3.09.  Cancellation.................................................31
  SECTION 3.10.  Computation of Interest......................................32

ARTICLE FOUR SATISFACTION AND DISCHARGE.......................................32

  SECTION 4.01.  Satisfaction and Discharge of Indenture......................32
  SECTION 4.02.  Application of Trust Money...................................33

ARTICLE FIVE REMEDIES.........................................................33

  SECTION 5.01.  Events of Default............................................33

                                       (i)
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  SECTION 5.02.  Acceleration of Maturity; Rescission and Annulment...........35
  SECTION 5.03.  Collection of Indebtedness and Suits for Enforcement
                 by Trustee...................................................36
  SECTION 5.04.  Trustee May File Proofs of Claim.............................37
  SECTION 5.05.  Trustee May Enforce Claims Without Possession
                 of Securities................................................37
  SECTION 5.06.  Application of Money Collected...............................37
  SECTION 5.07.  Limitation on Suits..........................................38
  SECTION 5.08.  Unconditional Right of Holders to Receive Principal,
                 Premium and Interest.........................................38
  SECTION 5.09.  Reserved.....................................................39
  SECTION 5.10.  Restoration of Rights and Remedies...........................39
  SECTION 5.11.  Rights and Remedies Cumulative...............................39
  SECTION 5.12.  Delay or Omission Not Waiver.................................39
  SECTION 5.13.  Control by Holders...........................................39
  SECTION 5.14.  Waiver of Past Defaults......................................40
  SECTION 5.15.  Undertaking for Costs........................................40
  SECTION 5.16.  Waiver of Usury, Stay or Extension Laws......................40
  SECTION 5.17.  Unconditional Rights of Holders to Receive Payment
                 and to Convert...............................................41

ARTICLE SIX THE TRUSTEE.......................................................41

  SECTION 6.01.  Certain Duties and Responsibilities..........................41
  SECTION 6.02.  Notice of Defaults...........................................41
  SECTION 6.03.  Certain Rights of Trustee....................................41
  SECTION 6.04.  Not Responsible for Recitals or Issuance of Securities.......42
  SECTION 6.05.  May Hold Securities..........................................43
  SECTION 6.06.  Money for Securities Payments to Be Held in Trust............43
  SECTION 6.07.  Compensation and Reimbursement...............................44
  SECTION 6.08.  Conflicting Interests........................................45
  SECTION 6.09.  Corporate Trustee Required; Eligibility......................45
  SECTION 6.10.  Resignation and Removal; Appointment of Successor............45
  SECTION 6.11.  Acceptance of Appointment by Successor.......................47
  SECTION 6.12.  Merger, Conversion, Consolidation or Succession
                 to Business..................................................48
  SECTION 6.13.  Preferential Collection of Claims Against Company............48
  SECTION 6.14.  Appointment of Authenticating Agent..........................48

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY...............50

  SECTION 7.01.  Company to Furnish Trustee Names and Addresses of  Holders...50
  SECTION 7.02.  Preservation of Information; Communications to  Holders......50
  SECTION 7.03.  Reports by Trustee...........................................50
  SECTION 7.04.  Reports by Company...........................................51

ARTICLE EIGHT CONSOLIDATION AND MERGER........................................51

  SECTION 8.01.  When The Company May Merge...................................51
  SECTION 8.02.  Successor Substituted........................................52

                                      (ii)
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ARTICLE NINE SUPPLEMENTAL INDENTURES..........................................52

  SECTION 9.01.  Supplemental Indentures Without Consent of  Holders..........52
  SECTION 9.02.  Supplemental Indentures With Consent of Holders..............53
  SECTION 9.03.  Execution of Supplemental Indentures.........................54
  SECTION 9.04.  Effect of Supplemental Indentures............................55
  SECTION 9.05.  Conformity with Trust Indenture Act..........................55
  SECTION 9.06.  Reference in Securities to Supplemental Indentures...........55

ARTICLE TEN COVENANTS.........................................................55

  SECTION 10.01. Payment of Securities........................................55
  SECTION 10.02. Maintenance of Office or Agency..............................56
  SECTION 10.03. Negative Pledge..............................................57
  SECTION 10.04. Certain Sale and Lease-back Transactions.....................59
  SECTION 10.05. Certificate to Trustee.......................................60
  SECTION 10.06. Reports by the Company.......................................61

ARTICLE ELEVEN REDEMPTION OF SECURITIES.......................................61

  SECTION 11.01. Applicability of Article.....................................61
  SECTION 11.02. Election to Redeem; Notice to Trustee........................61
  SECTION 11.03. Selection by Trustee of Securities to Be Redeemed............61
  SECTION 11.04. Notice of Redemption.........................................62
  SECTION 11.05. Deposit of Redemption Price..................................63
  SECTION 11.06. Securities Payable on Redemption Date........................63
  SECTION 11.07. Securities Redeemed in Part..................................63

ARTICLE TWELVE SINKING FUNDS..................................................64

  SECTION 12.01. Applicability of Article.....................................64
  SECTION 12.02. Satisfaction of Sinking Fund Payments with Securities........64
  SECTION 12.03. Redemption of Securities for Sinking Fund....................64

ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE...........................65

  SECTION 13.01. Company's Option to Effect Defeasance or Covenant
                 Defeasance...................................................65
  SECTION 13.02. Defeasance and Discharge.....................................65
  SECTION 13.03. Covenant Defeasance..........................................65
  SECTION 13.04. Conditions to Defeasance or Covenant Defeasance..............66
  SECTION 13.05. Deposited Money and U.S. Government Obligations
                 to Be Held in Trust; Miscellaneous Provisions................68
  SECTION 13.06. Reinstatement................................................68

ARTICLE FOURTEEN SUBORDINATION................................................69

  SECTION 14.01. Securities Subordinated to Senior Indebtedness...............69
  SECTION 14.02. Securities Subordinated in Any Proceedings...................69

                                      (iii)
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  SECTION 14.03. No Payment on Securities in Certain Circumstances............69
  SECTION 14.04. Subrogation..................................................70
  SECTION 14.05. Obligations of the Company Unconditional.....................70
  SECTION 14.06. Trustee and Paying Agents Entitled to Assume Payments
                 Not Prohibited in Absence of Notice..........................71
  SECTION 14.07. Defeasance...................................................71
  SECTION 14.08. Subordination Rights Not Impaired by Acts or Omissions
                 of the Company or Holders of Senior Indebtedness.............71
  SECTION 14.09. Right to Hold Senior Indebtedness............................71
  SECTION 14.10. No Fiduciary Duty of Trustee or Securityholders
                 to Holders of Senior Indebtedness............................71
  SECTION 14.11. Distribution to Holders of Senior Indebtedness...............72
  SECTION 14.12. Trustee's Rights to Compensation, Reimbursement
                 of Expenses and Indemnification..............................72
  SECTION 14.13. Exception for Certain Distributions..........................72
  SECTION 14.14. Priorities...................................................72
  SECTION 14.15. Certain Definitions..........................................72

ARTICLE FIFTEEN CONVERSION....................................................77

  SECTION 15.01. Conversion Right and Conversion Price........................77
  SECTION 15.02. Conversion Procedure.........................................77
  SECTION 15.03. Fractional Shares............................................78
  SECTION 15.04. Taxes on Conversion..........................................78
  SECTION 15.05. Company to Reserve Securities................................79
  SECTION 15.06. Adjustment for Change in Capital Stock.......................79
  SECTION 15.07. When De Minimis Adjustment May Be Deferred...................80
  SECTION 15.08. When No Adjustment Required..................................80
  SECTION 15.09. Notice of Adjustment.........................................80
  SECTION 15.10. Voluntary Reduction..........................................80
  SECTION 15.11. Notice of Certain Transactions...............................81
  SECTION 15.12. Offer to Repurchase Upon A Change of Control.................81
  SECTION 15.13. Company Determination Final..................................83
  SECTION 15.14. Trustee's Disclaimer.........................................83
  SECTION 15.15. Adjustments for Other Securities.............................83
  SECTION 15.16. Certain Definitions..........................................83

Testimonium
Signatures and Seals
Acknowledgements

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

                                      (iv)

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                            AMERADA HESS CORPORATION
                                Reconciliation of
                       Certain Sections of this Indenture
                      relating to Sections 310 through 318,
                 inclusive, of the Trust Indenture Act of 1939:

Trust Indenture
  Act Section                                                  Indenture Section

Section 310     (a)(1).......................................  6.09
                (a)(2).......................................  6.09
                (a)(3).......................................  Not Applicable
                (a)(4).......................................  Not Applicable
                (b)..........................................  6.08
                .............................................  6.10
Section 311(a)  .............................................  6.13
                (b)..........................................  6.13
Section 312(a)  .............................................  7.01
                .............................................  7.02
                (b)..........................................  7.02
                (c)..........................................  7.02
Section 313(a)  .............................................  7.03
                (b)..........................................  7.03
                (c)..........................................  7.03
                (d)..........................................  7.03
Section 314(a)  .............................................  7.04
                (a)(4).......................................  1.02
                .............................................  10.06
                (b)..........................................  Not Applicable
                (c)(1).......................................  1.02
                (c)(2).......................................  1.02
                (c)(3).......................................  Not Applicable
                (d)..........................................  Not Applicable
                (e)..........................................  1.02
Section 315(a)  .............................................  6.01
                (b)..........................................  6.02
                (c)..........................................  6.01
                (d)..........................................  6.01
                (e)..........................................  5.15
Section 316(a)                                                 Not Applicable
                (a)(1)  (A)..................................  5.02
                .............................................  5.13
                (a)(1)  (B)..................................  5.14
                (a)(2).......................................  Not Applicable
                (b)..........................................  5.08
                (c)..........................................  1.04
Section 317(a)  (1)..........................................  5.03
                (a)(2).......................................  5.04
                (b)..........................................  4.02
Section 318(a)  .............................................  1.07
----------

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

<PAGE>

     INDENTURE, dated as of March 1, 2006, between Amerada Hess Corporation,
a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal office at 1185
Avenue of the Americas, New York, New York 10036, and JPMorgan Chase Bank, N.A.,
a national banking association, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

     All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01. DEFINITIONS.

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

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

     (2) all other terms used herein which are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

     (3) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles,
and, except as otherwise herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted at the
date of such computation;

     (4) unless the context otherwise requires, any reference to an "Article" or
a "Section" refers to an Article or a Section, as the case may be, of this
Indenture; and

<PAGE>

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

     "Act", when used with respect to any Holder, has the meaning specified in
SECTION 1.04.

     "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 the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Attributable Debt" means, when used in connection with a sale and
lease-back transaction referred to in the Indenture, on any date as of which the
amount thereof is to be determined, the product of (a) the net proceeds from
such sale and lease-back transaction multiplied by (b) a fraction, the numerator
of which is the number of full years of the term of the lease relating to the
property involved in such sale and lease-back transaction (without regard to any
options to renew or extend such term) remaining on the date of the making of
such computation and the denominator of which is the number of full years of the
term of such lease measured from the first day of such term.

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
to SECTION 6.14 to act on behalf of the Trustee to authenticate Securities of
one or more series.

     "Board of Directors" means either the board of directors of the Company or
any duly authorized committee of that board.

     "Board Resolution" means one or more resolutions of the board of directors
of the Company or any authorized committee thereof, certified by the secretary
or an assistant secretary to have been duly adopted and to be in full force and
effect on the date of certification, and delivered to the Trustee.

     "Business Day" means each day which is not a Legal Holiday.

     "Capitalized Lease" means any lease the obligation for Rentals with respect
to which is required to be capitalized on a balance sheet of the lessee in
accordance with generally accepted accounting principles.

     "Capitalized Rentals" of any Person means as of the date of any
determination thereof the amount at which the aggregate Rentals due and to
become due under all Capitalized Leases under which such Person is a lessee
would be reflected as a liability on a balance sheet of such Person in
accordance with generally accepted accounting principles.

     "Commission" means the Securities and Exchange Commission, from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument

                                       -2-
<PAGE>

such Commission is not existing and performing the duties now assigned to it
under the Trust Indenture Act, then the body performing such duties at such
time.

     "Common Stock" means any stock of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company. However, subject to the
conversion provisions of SECTION 15, shares issuable on conversion of Securities
shall include only shares of the class designated as Common Stock, par value
$1.00 per share, of the Company at the date of this Indenture or shares of any
class or classes resulting from any reclassification or reclassifications
thereof and which have no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company and which are not subject to redemption by the
Company; provided, however, that if at any time there shall be more than one
such resulting class, the shares of each such class then so issuable shall be
substantially in the proportion which the total number of shares of such class
resulting from all such reclassifications bears to the total number of shares of
all such classes resulting from all such reclassifications.

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

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

     "Consolidated Current Liabilities" means, with respect to any Person on any
date, all amounts which, in conformity with GAAP, would be classified as current
liabilities on a consolidated balance sheet of such Person and its consolidated
subsidiaries as at such date.

     "Consolidated Intangibles" means, with respect to any Person on any date,
all assets of such Person and its consolidated subsidiaries, determined on a
consolidated basis, that would, in conformity with GAAP, be classified as
intangible assets on a consolidated balance sheet of such Person and its
consolidated subsidiaries as at such date, including, without limitation,
unamortized debt discount and expense, unamortized organization and
reorganization expense, costs in excess of fair market value of acquired
companies, patents, trade or service marks, franchises, trade names, goodwill
and the amount of all write-ups in the book value of assets resulting from any
revaluation thereof.

     "Consolidated Net Tangible Assets" means, with respect to any Person on any
date, the amount equal to (a) the amount that would, in conformity with GAAP, be
included as assets on the consolidated balance sheet of such Person and its
consolidated subsidiaries as at such date minus (b) the sum of (i) Consolidated
Intangibles of such Person at such date and (ii) Consolidated Current
Liabilities of such Person at such date.

     "Corporate Trust Office" means the principal corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
principally administered, which

                                       -3-
<PAGE>

at the date hereof is located at 4 New York Plaza, 15th Floor, New York, NY
10004; and such other offices as the Trustee may designate from time to time.

     "Corporation" means a corporation, association, company, joint-stock
company or business trust.

     "Covenant Defeasance" has the meaning specified in SECTION 13.03.

     "Debt" of a Person means, without duplication, (i) any indebtedness for
money borrowed, whether or not evidenced by notes, bonds, debentures or other
similar evidences of indebtedness for money borrowed, (ii) all Capitalized
Rentals of such Person (other than Rentals owing from the Company or any
Restricted Subsidiary to the Company or another Restricted Subsidiary), and
(iii) all Guaranties by such Person of any obligation described in clause (i) or
(ii) of any other Person (other than any such obligation of the Company or any
Subsidiary).

     "Defaulted Interest" has the meaning specified in SECTION 3.07.

     "Defeasance" has the meaning specified in SECTION 13.02.

     "Depositary" means, with respect to Securities of any series issuable in
whole or in part in the form of one or more Global Securities, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for
such Securities as contemplated by SECTION 3.01.

     "Event of Default" has the meaning specified in SECTION 5.01.

     "Exchange Act" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.

     "Expiration Date" has the meaning specified in SECTION 1.04.

     "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in SECTION 2.04 (or such
legend as may be specified as contemplated by SECTION 3.01 for such Securities).

     "Guaranties" by any Person shall mean all obligations (other than
endorsements in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing, or in effect guaranteeing,
any indebtedness, dividend or other obligation of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, including, without
limitation, all obligations incurred through an agreement, contingent or
otherwise, by such Person: (i) to purchase such indebtedness or obligation or
any property or assets constituting security therefor, (ii) to advance or supply
funds (x) for the purchase or payment of such indebtedness or obligation, (y) to
maintain working capital or other balance sheet condition or otherwise to
advance or make available funds for the purchase or payment of such indebtedness
or obligation, (iii) to lease property or to purchase securities or other
property or services primarily for the purpose of assuring the owner of such
indebtedness or obligation of the ability of the primary obligor to make payment
of the indebtedness or obligation, or (iv) otherwise to

                                       -4-
<PAGE>

assure the owner of the indebtedness or obligation of the primary obligor
against loss in respect thereof. For the purposes of all computations made under
this Indenture, a Guaranty in respect of any indebtedness for borrowed money
shall be deemed to be indebtedness equal to the principal amount of such
indebtedness for borrowed money which has been guaranteed, and a Guaranty in
respect of any other obligation or liability or any dividend shall be deemed to
be indebtedness equal to the maximum aggregate amount of such obligation,
liability or dividend.

     "Holder" means the registered holder of any Security with respect to
Registered Securities and the bearer of any Unregistered Security or any coupon
appertaining thereto, as the case may be.

     "Incur", with respect to any Debt, means to incur, create, issue, assume,
guarantee or otherwise become liable for any such Debt (and "Incurrence",
"Incurred", "Incurrable" and "Incurring" shall have meanings correlative to the
foregoing).

     "Indenture" means this instrument as originally executed and as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all purposes of this instrument and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively. The term
"Indenture" shall also include the terms of particular series of Securities
established as contemplated by SECTION 3.01.

     "Interest", when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

     "Interest Payment Date", when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

     "Investment Company Act" means the Investment Company Act of 1940 and any
statute successor thereto, in each case as amended from time to time.

     "Legal Holiday" means a Saturday, a Sunday or any other day on which
banking institutions are not required to be open in the State of New York.

     "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 any pledge of, conditional sale or other title retention
of, or mortgage or other lien or security interest or encumbrance of any kind
on, any property or assets owned or leased by the Company or any Subsidiary, or
any shares of stock or Debt of any Subsidiary.

     "Notice of Default" means a written notice of the kind specified in SECTION
5.01(5) or 5.01(6).

                                       -5-
<PAGE>

     "Officers' Certificate" means a certificate signed in the name of the
Company (i) by the chairman of the board of directors, the president or chief
executive officer or a vice president, and (ii) by the chief financial officer,
the treasurer or any assistance treasurer, or the secretary or an assistant
secretary, complying with SECTION 13.04 and delivered to the Trustee. Each such
certificate shall comply with SECTION 314 of the Trust Indenture Act and include
(except as otherwise expressly provided in the Indenture) the statements
provided in SECTION 13.04. One of the Officers signing an Officers' Certificate
given pursuant to SECTION 10.05 shall be the principal executive, financial or
accounting officer of the Company.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company (whether inside counsel or outside counsel).

     "Original Issue Discount Security" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to SECTION 5.02.

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

     (1) Securities theretofore cancelled by the Trustee or delivered to the
   Trustee for cancellation;

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

     (3) Securities as to which Defeasance has been effected pursuant to
   SECTION 13.02;

     (4) Securities which have been paid pursuant to SECTION 3.06 or in
   exchange for or in lieu of which other Securities have been authenticated and
   delivered pursuant to this Indenture, other than any such Securities in
   respect of which there shall have been presented to the Trustee proof
   satisfactory to it that such Securities are held by a protected purchaser in
   whose hands such Securities are valid obligations of the Company; provided,
   however, that in determining whether the Holders of the requisite principal
   amount of the Outstanding Securities have given, made or taken any request,
   demand, authorization, direction, notice, consent, waiver or other action
   hereunder as of any date, (A) the principal amount of an Original Issue
   Discount Security which shall be deemed to be Outstanding shall be the amount
   of the principal thereof which would be due and payable as of such date upon
   acceleration of the Maturity thereof to such date pursuant to SECTION 5.02,
   (B) if, as of such date, the principal amount payable at the Stated Maturity
   of a Security is not determinable, the principal amount of such Security
   which shall be deemed to be Outstanding shall be the amount as specified or
   determined as contemplated by SECTION 3.01, (C) the principal amount of a
   Security denominated in one or more foreign currencies or currency units
   which shall be deemed to be Outstanding shall be the U.S. dollar equivalent,
   determined as of such

                                       -6-
<PAGE>

   date in the manner provided as contemplated by SECTION 3.01, of the principal
   amount of such Security (or, in the case of a Security described in Clause
   (A) or (B) above, of the amount determined as provided in such Clause), and
   (D) Securities owned by the Company or any other obligor upon the Securities
   or any Affiliate of the Company or of such other obligor shall be disregarded
   and deemed not to be Outstanding, except that, in determining whether the
   Trustee shall be protected in relying upon any such request, demand,
   authorization, direction, notice, consent, waiver or other action, only
   Securities which a Responsible Officer of the Trustee knows to be so owned
   shall be so disregarded. Securities so owned which have been pledged in good
   faith may be regarded as Outstanding if the pledgee establishes to the
   satisfaction of the Trustee the pledgee's right so to act with respect to
   such Securities and that the pledgee is not the Company or any other obligor
   upon the Securities or any Affiliate of the Company or of such other obligor;
   and

     (5) if applicable, Securities converted into Common Shares in accordance
   with Article 15.

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 Company or of any
of its 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. Securities so owned that have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any Affiliate of the Company.

     "Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.

     "Person" means any individual, a corporation, a partnership, a limited
liability company, an association, a trust or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.

     "Place of Payment", when used with respect to the Securities of any series,
means the place or places where the principal of and any premium and interest on
the Securities of that series are payable as specified as contemplated by
SECTION 3.01.

     "Preferred Stock" means, as applied to the Capital Stock of any Person, the
Capital Stock of such Person (other than the Common Stock of such Person) of any
class or classes (however designated) that ranks prior, as to the payment of
dividends or as to the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding-up of such Person, to shares of Capital
Stock of any other class of such Person.

     "Principal" of a Security means the principal amount of, and unless the
context indicates otherwise, includes any premium payable on the Security.

                                       -7-
<PAGE>

     "Principal Property" means any oil or gas producing property, onshore or
offshore or any refining or manufacturing plant owned or leased pursuant to a
capital lease by the Company or any Subsidiary, but shall not include any such
property that has been determined by Board Resolution not to be of material
importance to the business conducted by the Company and its subsidiaries taken
as a whole, effective as of the date such Board Resolution is adopted.

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

     "Registered Security" means any Security registered on the Security
Register.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by SECTION 3.01.

     "Rentals" means, as of the date of any determination thereof, all rent
payable by the lessee under a lease of any property or assets, after excluding
amounts required to be paid on account of maintenance and repairs, insurance,
taxes, assessments, water rates and similar charges. Rents under any "percentage
leases" shall be computed solely on the basis of minimum rents, if any, required
to be paid by the lessee regardless of sales volume or gross revenues. In the
case of any lease which is terminable by the lessee upon the payment of a
penalty, such net amount shall also include the amount of such penalty, but no
rent shall be considered as required to be paid under such lease subsequent to
the first date upon which it may be so terminated.

     "Responsible Officer", when used with respect to the Trustee, means any
officer within the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this Indenture, and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject.

     "Restricted Subsidiary" means any Subsidiary which owns or is a lessee
pursuant to a capital lease of any Principal Property.

     "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

     "Securities Act" means the Securities Act of 1933 and any statute successor
thereto, in each case as amended from time to time.

     "Security Register" and "Security Registrar" have the respective meanings
specified in SECTION 3.05.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to SECTION 3.07.

                                       -8-
<PAGE>

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

     "Subsidiary" means, with respect to any Person any corporation, association
or other business entity of which more than 50% of the outstanding Voting Stock
is owned, directly or indirectly, by such Person and one or more other
Subsidiaries of such Person.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that series and
for purposes of Article 14 includes any Paying Agent.

     "Unregistered Security" means any Security other than a Registered
Security.

     "U.S. Government Obligation" has the meaning specified in SECTION 13.04.

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

     "Voting Stock" means, with respect to any Person, Capital Stock of any
class or kind ordinarily having the power to vote for the election of directors,
managers or other voting members of the governing body of such Person.

     "Yield to Maturity" means, as the context may require, the yield to
maturity (i) on a series of Securities or (ii) if the Securities of a series are
issuable from time to time, on a Security of such series calculated at the time
of issuance of such series in the case of clause (i) or at the time of issuance
of such Security of such series in the case of clause (ii) or if applicable, at
the most recent redetermination of interest on such series or on such Security,
and calculated in accordance with the constant interest method or such other
accepted financial practice as is specified in the terms of such Security.

SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS.

     Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company,

                                       -9-
<PAGE>

or an Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (except for certificates provided for in
SECTION 10.05) shall include,

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

     (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 each such individual, he has made
   such examination or investigation as is necessary to enable him to express an
   informed opinion as to whether or not such covenant or condition has been
   complied with; and

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

SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

SECTION 1.04. ACTS OF HOLDERS; RECORD DATES.

     Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders may be embodied

                                      -10-
<PAGE>

in and evidenced by one or more instruments of substantially similar tenor
signed by such Holders in person or by agent duly appointed in writing; and,
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to SECTION 6) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section.

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

     The ownership of Securities shall be proved by the Security Register.

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

     The Company may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders of Securities of such series, provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of the relevant series
on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the

                                      -11-
<PAGE>

applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
SECTION 1.06.

     The Trustee may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in SECTION 5.02, (iii) any request to institute
proceedings referred to in SECTION 5.07(2) or (iv) any direction referred to in
SECTION 5.13, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in SECTION 1.06.

     With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
SECTION 1.06, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

     Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

SECTION 1.05. NOTICES, ETC., TO TRUSTEE AND COMPANY.

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

                                      -12-
<PAGE>

     (1) the Trustee by any Holder or by the Company shall be sufficient for
   every purpose hereunder if made, given, furnished or filed in writing to or
   with the Trustee at its Corporate Trust Office, Attention: Worldwide
   Securities Services, 4 New York Plaza, 15th Floor, New York, NY 10004.

     (2) the Company by the Trustee or by any Holder shall be sufficient for
   every purpose hereunder (unless otherwise herein expressly provided) if in
   writing and mailed, first-class postage prepaid, to the Company addressed to
   it to the attention of its Secretary at the address of its principal office
   specified in the first paragraph of this instrument or at any other address
   previously furnished in writing to the Trustee by the Company.

SECTION 1.06. NOTICE TO HOLDERS; WAIVER.

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

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

SECTION 1.07. CONFLICT WITH TRUST INDENTURE ACT.

     If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

SECTION 1.08. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

                                      -13-
<PAGE>

SECTION 1.09. SUCCESSORS AND ASSIGNS.

     All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.

SECTION 1.10. SEPARABILITY CLAUSE.

     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 1.11. BENEFITS OF INDENTURE.

     Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors hereunder
and the Holders, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

SECTION 1.12. GOVERNING LAW.

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

SECTION 1.13. LEGAL HOLIDAYS.

     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity.

SECTION 1.14. NO RECOURSE.

     A director, officer, employee, stockholder or Affiliate, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or this Indenture. Each Holder by accepting a Security waives and
releases all such liability; provided, however, that nothing in this Section
shall be deemed to relieve any Person referred to herein for any liability
imposed by the Securities Act or the Trust Indenture Act.

SECTION 1.15. ACCOUNTING TERMS.

     Unless otherwise specified herein, all accounting terms used herein shall
be interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared in
accordance with generally accepted accounting principles as in effect from time
to time, applied on a basis consistent (except for changes

                                      -14-
<PAGE>

concurred in by the Company's independent public accountants) with the most
recent audited consolidated financial statements of the Company and its
consolidated subsidiaries delivered to the Holders of the Securities.
Notwithstanding the foregoing (i) if the effect of any change in generally
accepted accounting principles on the operation of any covenant hereunder would
be to cause an Event of Default hereunder, then the Company's compliance with
such covenant shall be determined on the basis of generally accepted accounting
principles as in effect immediately before the relevant change in generally
accepted accounting principles became effective; provided that such change and
its probable effects (based upon the Company's reasonable estimates at the time)
are disclosed in a Form 10-K or 10-Q for the period during which such change
occurs or for any prior period and (ii) if the Company changes its accounting
practices because of a change in generally accepted accounting principles or a
change in the rules and regulations of the Securities and Exchange Commission
and, by reason of such change in the Company's accounting practices, the Company
would not be in compliance with any provision of Article 10, the Company will
furnish to each Holder financial information, prepared without giving effect to
such change, and the Company will provide the calculations showing that the
Company would have been in compliance with such paragraph before giving effect
to such change.

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 2.01. FORMS GENERALLY.

     The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by SECTION 3.03 for the authentication and delivery of such
Securities.

     The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

                                      -15-
<PAGE>

SECTION 2.02. FORM OF FACE OF SECURITY.

     [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

     AMERADA HESS CORPORATION

............................

No. .........                                                   $ ......

     Amerada Hess Corporation, a corporation duly organized and existing under
the laws of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ...................................., or
registered assigns, the principal sum of .......................................
Dollars on ............................................... [if the Security is
to bear interest prior to Maturity, insert --, and to pay interest thereon from
.............. or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on ............ and
............. in each year, commencing ........., at the rate of ....% per annum,
until the principal hereof is paid or made available for payment [if applicable,
insert --, provided that any principal and premium, and any such installment of
interest, which is overdue shall bear interest at the rate of ...% per annum (to
the extent that the payment of such interest shall be legally enforceable), from
the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand]. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the ....... or
........ (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture].

     [If the Security is not to bear interest prior to Maturity, insert -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ....% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. [Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of ......% per annum (to the extent that the payment of such

                                      -16-
<PAGE>

interest on interest shall be legally enforceable), from the date of such demand
until the amount so demanded is paid or made available for payment. Interest on
any overdue interest shall be payable on demand.]

     [If applicable, agrees that neither the security evidenced hereby nor the
common stock issuable upon conversion of such security may be resold, pledged or
otherwise transferred (x) within two years after the original issuance of the
security evidenced hereby or (y) by a holder that was an affiliate of the
company at any time during the three months preceding the date of such resale,
pledge or transfer, in either case, except (a) to the company or any subsidiary
thereof, (b) to a qualified institutional buyer in compliance with rule 144a
under the securities act, (c) to a non-U.S. person outside of the united states
in compliance with regulations s under the securities act, (d) pursuant to an
exemption from registration under the securities act to an institutional
accredited investor that is purchasing debentures in aggregate principal amount
of at least $100,000 or to a non-institutional accredited investor that is
purchasing debentures in aggregate principal amount of at least $250,000, and
that, in either case, prior to such transfer, furnishes to JPMorgan Chase Bank,
N.A., as trustee (or any successor trustee, as applicable), a signed letter
containing certain representations and warranties relating to the restrictions
on transfer of the security evidenced hereby (the form of letter can be obtained
from such trustee), (e) pursuant to the exemption from registration provided by
rule 144 under the securities act (if available) or (f) pursuant to a
registration statement which has been declared effective under the securities
act and which continues to be effective at the time of such transfer.]

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

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

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

                                      -17-
<PAGE>

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

Dated:
                                Amerada Hess Corporation

                                .......................
Attest:

............

SECTION 2.03. FORM OF REVERSE OF SECURITY.

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of ........ ..., 200.. (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and ..................., as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [if applicable,
insert --, limited in aggregate principal amount to $...........].

     [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
(1) on ........... in any year commencing with the year ...... and ending with
the year ...... through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [if
applicable, insert -- on or after .........., 20..], as a whole or in part, at
the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [if applicable, insert -- on
or before ..............., ...%, and if redeemed] during the 12-month period
beginning ............. of the years indicated,

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

and thereafter at a Redemption Price equal to .....% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

                                      -18-
<PAGE>

     [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ............ in
any year commencing with the year .... and ending with the year .... through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert -- on or after ............], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning ............ of the years indicated,

     Redemption Price
For Redemption Through                                 Redemption Price For
Operation of the                                       Redemption Otherwise Than
                                                       Through Operation of the
                                                       Sinking Fund
   Year         Sinking Fund
  ------     ------------------                        -------------------------

and thereafter at a Redemption Price equal to .....% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

     [If applicable, insert -- Notwithstanding the foregoing, the Company may
not, prior to ............., redeem any Securities of this series as
contemplated by [if applicable, insert -- Clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than .....% per annum.]

     [If applicable, insert-- The sinking fund for this series provides for the
redemption on ............ in each year beginning with the year ....... and
ending with the year ...... of [if applicable, insert -- not less than
$.......... ("mandatory sinking fund") and not more than] $......... aggregate
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through [if applicable,
insert -- mandatory] sinking fund payments may be credited against subsequent
[if applicable, insert -- mandatory] sinking fund payments otherwise required to
be made [if applicable, insert -- , in the inverse order in which they become
due].]

     [If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

                                      -19-
<PAGE>

     [If applicable, insert --The Securities are subordinated to the Senior
Indebtedness of the Company. To the extent provided in the Indenture, Senior
Indebtedness of the Company must be paid before the Securities may be paid. The
Company agrees, and each Holder by accepting a Security agrees, to the
subordination provisions contained in the Indenture and authorizes the Trustee
to give it effect and appoints the Trustee as attorney-in-fact for such
purpose.]

     [If applicable, insert--Subject to and upon compliance with the provisions
of the Indenture, the Securities may be converted, at the option of the Holder,
into Common Stock, or such other securities of the Company.]

     [If applicable, insert -- The Indenture contains provisions for defeasance
at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this Security] [, in
each case] upon compliance with certain conditions set forth in the Indenture.]

     [If the Security is not an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

     [If the Security is an Original Issue Discount Security, insert -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange therefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall

                                      -20-
<PAGE>

have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at the time
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the
Holders of a majority in principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

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

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

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

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

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

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

                                      -21-
<PAGE>

SECTION 2.04. FORM OF LEGEND FOR GLOBAL SECURITIES.

     Unless otherwise specified as contemplated by SECTION 3.01 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

SECTION 2.05. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

     The Trustee's certificates of authentication shall be in substantially the
following form:

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                                                 JPMorgan Chase Bank, N.A.,
                                                          as Trustee


                                                 By
                                                    --------------------------
                                                        Authorized Officer

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 3.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to SECTION 3.03,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

     (1) the title of the Securities of the series (which shall distinguish the
   Securities of the series from Securities of any other series);

                                      -22-
<PAGE>

     (2) if applicable, that the Securities may be convertible as provided for
   in Article 15;

     (3) any limit upon the aggregate principal amount of the Securities of the
   series which may be authenticated and delivered under this Indenture (except
   for Securities authenticated and delivered upon registration of transfer of,
   or in exchange for, or in lieu of, other Securities of the series pursuant to
   SECTION 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which,
   pursuant to SECTION 3.03, are deemed never to have been authenticated and
   delivered hereunder);

     (4) the Person to whom any interest on a Security of the series shall be
   payable, if other than the Person in whose name that Security (or one or more
   Predecessor Securities) is registered at the close of business on the Regular
   Record Date for such interest;

     (5) the date or dates on which the principal of any Securities of the
   series is payable;

     (6) the rate or rates at which any Securities of the series shall bear
   interest, if any, the date or dates from which any such interest shall
   accrue, the Interest Payment Dates on which any such interest shall be
   payable and the Regular Record Date for any such interest payable on any
   Interest Payment Date;

     (7) the place or places where the principal of and any premium and
   interest on any Securities of the series shall be payable;

     (8) the period or periods within which, the price or prices at which and
   the terms and conditions upon which any Securities of the series may be
   redeemed, in whole or in part, at the option of the Company and, if other
   than by a Board Resolution, the manner in which any election by the Company
   to redeem the Securities shall be evidenced;

     (9) the obligation, if any, of the Company to redeem or purchase any
   Securities of the series pursuant to any sinking fund or analogous provisions
   or at the option of the Holder thereof and the period or periods within
   which, the price or prices at which and the terms and conditions upon which
   any Securities of the series shall be redeemed or purchased, in whole or in
   part, pursuant to such obligation;

     (10) if other than denominations of $1,000 and any integral multiple
   thereof, the denominations in which any Securities of the series shall be
   issuable;

     (11) if the amount of principal of or any premium or interest on any
   Securities of the series may be determined with reference to an index or
   pursuant to a formula, the manner in which such amounts shall be determined;

     (12) if other than the currency of the United States of America, the
   currency, currencies or currency units in which the principal of or any
   premium or interest on any Securities of the series shall be payable and the
   manner of determining the equivalent thereof in the currency of the United
   States of America for any purpose, including for purposes of the definition
   of "Outstanding" in SECTION 1.01;

                                      -23-
<PAGE>

     (13) if the principal of or any premium or interest on any Securities of
   the series is to be payable, at the election of the Company or the Holder
   thereof, in one or more currencies or currency units other than that or those
   in which such Securities are stated to be payable, the currency, currencies
   or currency units in which the principal of or any premium or interest on
   such Securities as to which such election is made shall be payable, the
   periods within which and the terms and conditions upon which such election is
   to be made and the amount so payable (or the manner in which such amount
   shall be determined);

     (14) if other than the entire principal amount thereof, the portion of the
   principal amount of any Securities of the series which shall be payable upon
   declaration of acceleration of the Maturity thereof pursuant to SECTION 5.02;

     (15) if the principal amount payable at the Stated Maturity of any
   Securities of the series will not be determinable as of any one or more dates
   prior to the Stated Maturity, the amount which shall be deemed to be the
   principal amount of such Securities as of any such date for any purpose
   thereunder or hereunder, including the principal amount thereof which shall
   be due and payable upon any Maturity other than the Stated Maturity or which
   shall be deemed to be Outstanding as of any date prior to the Stated Maturity
   (or, in any such case, the manner in which such amount deemed to be the
   principal amount shall be determined);

     (16) if applicable, that the Securities of the series, in whole or any
   specified part, shall be defeasible pursuant to SECTION 13.02 or SECTION
   13.03 or both such Sections and, if other than by a Board Resolution, the
   manner in which any election by the Company to defease such Securities shall
   be evidenced;

     (17) if applicable, that any Securities of the series shall be issuable in
   whole or in part in the form of one or more Global Securities and, in such
   case, the respective Depositaries for such Global Securities, the form of any
   legend or legends which shall be borne by any such Global Security in
   addition to or in lieu of that set forth in SECTION 2.04 and any
   circumstances in addition to or in lieu of those set forth in Clause (2) of
   the last paragraph of SECTION 3.05 in which any such Global Security may be
   exchanged in whole or in part for Securities registered, and any transfer of
   such Global Security in whole or in part may be registered, in the name or
   names of Persons other than the Depositary for such Global Security or a
   nominee thereof;

     (18) any addition to or change in the Events of Default which applies to
   any Securities of the series and any change in the right of the Trustee or
   the requisite Holders of such Securities to declare the principal amount
   thereof due and payable pursuant to SECTION 5.02;

     (19) any addition to or change in the covenants set forth in Article Ten
   which applies to Securities of the series;

     (20) if applicable, that the Securities are subordinated as provided for
   in Article 14; and

                                      -24-
<PAGE>

     (21) any other terms of the series (which terms shall not be inconsistent
   with the provisions of this Indenture, except as permitted by
   SECTION 9.01(5)).

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to SECTION 3.03) set forth, or
determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

SECTION 3.02. DENOMINATIONS.

     The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by SECTION 3.01. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

SECTION 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its Vice Chairman of the Board, its President, its Executive Vice
President or one of its Vice Presidents, under its corporate seal reproduced
thereon attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or facsimile.

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by SECTIONS 2.01 and
3.01, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to SECTION 6) shall be fully
protected in relying upon, an Opinion of Counsel stating,

     (1) if the form of such Securities has been established by or pursuant to
   Board Resolution as permitted by SECTION 2.01, that such form has been
   established in conformity with the provisions of this Indenture;

                                      -25-
<PAGE>

     (2) if the terms of such Securities have been established by or pursuant
   to Board Resolution as permitted by SECTION 3.01, that such terms have been
   established in conformity with the provisions of this Indenture; and

     (3) that such Securities, when authenticated and delivered by the Trustee
   and issued by the Company in the manner and subject to any conditions
   specified in such Opinion of Counsel, will constitute valid and legally
   binding obligations of the Company enforceable in accordance with their
   terms, subject to bankruptcy, insolvency, fraudulent transfer,
   reorganization, moratorium and similar laws of general applicability relating
   to or affecting creditors' rights and to general equity principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

     Notwithstanding the provisions of SECTION 3.01 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to SECTION 3.01 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in SECTION 3.09, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

SECTION 3.04. TEMPORARY SECURITIES.

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

                                      -26-
<PAGE>

     If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount. Until so exchanged, the temporary Securities of
any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series and tenor.

SECTION 3.05. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

     The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

     Upon surrender for registration of transfer of any Security of a series at
the office or agency of the Company in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of like tenor and aggregate
principal amount.

     At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

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

     Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.

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

                                      -27-
<PAGE>

exchange of Securities, other than exchanges pursuant to SECTION 3.04, 9.06 or
11.07 not involving any transfer.

     If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (A) to issue, register
the transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under SECTION 11.03 and ending at the
close of business on the day of such mailing, or (B) to register the transfer of
or exchange any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part.

     The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:

     (1) Each Global Security authenticated under this Indenture shall be
   registered in the name of the Depositary designated for such Global Security
   or a nominee thereof and delivered to such Depositary or a nominee thereof or
   custodian therefor, and each such Global Security shall constitute a single
   Security for all purposes of this Indenture.

     (2) Notwithstanding any other provision in this Indenture, no Global
   Security may be exchanged in whole or in part for Securities registered, and
   no transfer of a Global Security in whole or in part may be registered, in
   the name of any Person other than the Depositary for such Global Security or
   a nominee thereof unless (A) such Depositary (i) has notified the Company
   that it is unwilling or unable to continue as Depositary for such Global
   Security or (ii) has ceased to be a clearing agency registered under the
   Exchange Act, (B) there shall have occurred and be continuing an Event of
   Default with respect to such Global Security or (C) there shall exist such
   circumstances, if any, in addition to or in lieu of the foregoing as have
   been specified for this purpose as contemplated by SECTION 3.01.

     (3) Subject to Clause (2) above, any exchange of a Global Security for
   other Securities may be made in whole or in part, and all Securities issued
   in exchange for a Global Security or any portion thereof shall be registered
   in such names as the Depositary for such Global Security shall direct.

     (4) Every Security authenticated and delivered upon registration of
   transfer of, or in exchange for or in lieu of, a Global Security or any
   portion thereof, whether pursuant to this Section, SECTION 3.04, 3.06, 9.06
   or 11.07 or otherwise, shall be authenticated and delivered in the form of,
   and shall be, a Global Security, unless such Security is registered in the
   name of a Person other than the Depositary for such Global Security or a
   nominee thereof.

     The following provisions shall apply with respect to any proposed transfer
of a Security (other than a Security the resale of which has been registered or
which has been exchanged for a Security pursuant to an exchange offer
registration statement) or a beneficial interest therein prior to the date which
is two years after the later of the date of its original issue and the last date

                                      -28-
<PAGE>

on which the Company or any affiliate of the Company was the owner of such
Security (or any predecessor thereto) (the "Resale Restriction Termination
Date"):

     (1) a transfer of a Security or a beneficial interest therein to a
   "qualified institutional buyer", as defined in Rule 144A under the Securities
   Act ("Rule 144A"), shall be made upon the representation of the transferee in
   the form as set forth on the reverse of the Security that it is purchasing
   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 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 its
   foregoing representations in order to claim the exemption from registration
   provided by Rule 144A;

     (2) a transfer of a Security or a beneficial interest therein to an
   institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3)
   or (7) under the Securities Act) shall be made upon receipt by the Trustee or
   its agent of a certificate substantially in the form set forth in Exhibit A
   hereto from the proposed transferee and, if requested by the Company, the
   delivery of an opinion of counsel, certification and/or other information
   satisfactory to it; and

      (3) a transfer of a Security or a beneficial interest therein to a person
   who is not a U.S. person, as defined in Regulation S under the Securities Act
   ("Registration S"), in reliance upon Regulation S shall be made upon receipt
   by the Trustee or its agent of a certificate substantially in the form set
   forth in Exhibit B hereto from the proposed transferee and, if requested by
   the Company, the delivery of an opinion of counsel, certification and/or
   other information satisfactory to it.

SECTION 3.06. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

     If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and
(ii) such security or indemnity as may be required by them to save each of them
and any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a protected
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

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

                                      -29-
<PAGE>

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

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

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

SECTION 3.07. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

     Except as otherwise provided as contemplated by SECTION 3.01 with respect
to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

     Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

     (1) The Company may elect to make payment of any Defaulted Interest to the
   Persons in whose names the Securities of such series (or their respective
   Predecessor Securities) are registered at the close of business on a Special
   Record Date for the payment of such Defaulted Interest, which shall be fixed
   in the following manner. The Company shall notify the Trustee in writing of
   the amount of Defaulted Interest proposed to be paid on each Security of such
   series and the date of the proposed payment, and at the same time the Company
   shall deposit with the Trustee an amount of money equal to the aggregate
   amount proposed to be paid in respect of such Defaulted Interest or shall
   make arrangements satisfactory to the Trustee for such deposit prior to the
   date of the proposed payment, such money when deposited to be held in trust
   for the benefit of the Persons entitled to such Defaulted Interest as in this
   Clause provided. Thereupon the Trustee shall fix a Special Record Date for
   the payment of such Defaulted Interest which shall be not more than 15 days
   and not less than 10 days prior to the date of the proposed payment and not
   less than 10 days after the receipt by the Trustee of the notice of the
   proposed payment. The Trustee shall promptly notify the Company of such
   Special Record Date and, in the name and at the expense of the Company, shall
   cause notice of the proposed payment of such Defaulted Interest and the
   Special Record Date therefor to be given to each Holder of Securities of such
   series in the manner set forth in SECTION 1.06, not less than 10 days prior
   to such Special Record Date.

                                      -30-
<PAGE>

   Notice of the proposed payment of such Defaulted Interest and the Special
   Record Date therefor having been so mailed, such Defaulted Interest shall be
   paid to the Persons in whose names the Securities of such series (or their
   respective Predecessor Securities) are registered at the close of business on
   such Special Record Date and shall no longer be payable pursuant to the
   following Clause (2).

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

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

SECTION 3.08. PERSONS DEEMED OWNERS.

     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any premium and
(subject to SECTION 3.07) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

SECTION 3.09. CANCELLATION.

     All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of in accordance with its
customary procedures and upon receipt of a Company Order.

                                      -31-
<PAGE>

SECTION 3.10. COMPUTATION OF INTEREST.

     Except as otherwise specified as contemplated by SECTION 3.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE.

     This Indenture shall upon Company Request cease to be of further effect
(except as to remaining rights of registration of transfer, substitution and
exchange and conversion of Securities); and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

     (1) either

     (A) all Securities theretofore authenticated and delivered (other than
   (i) Securities which have been destroyed, lost or stolen and which have been
   replaced or paid as provided in SECTION 3.06 and (ii) Securities for whose
   payment money has theretofore been deposited in trust or segregated and held
   in trust by the Company and thereafter repaid to the Company or discharged
   from such trust, as provided in SECTION 6.06) have been delivered to the
   Trustee for cancellation; or

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

         (i) have become due and payable, or

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

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

and the Company, in the case of (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for the purpose
money in an amount sufficient to pay and discharge the entire indebtedness on
such Securities not theretofore delivered to the Trustee for cancellation, for
principal and any premium and interest to the date of such deposit (in the case
of Securities which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;

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

                                      -32-
<PAGE>

     (3) the Company has delivered to the Trustee an Officers' Certificate and
   an Opinion of Counsel, each stating that all conditions precedent herein
   provided for relating to the satisfaction and discharge of this Indenture
   have been complied with.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under SECTION 6.07, the obligations of
the Company to any Authenticating Agent under SECTION 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under SECTION 4.02 and the last
paragraph of SECTION 6.06 shall survive.

SECTION 4.02. APPLICATION OF TRUST MONEY.

     Subject to the provisions of the last paragraph of SECTION 6.06, all money
deposited with the Trustee pursuant to SECTION 4.01 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                  ARTICLE FIVE

                                    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 the principal of or any premium on any
   Security of such series when the same becomes due and payable at maturity,
   upon acceleration or redemption, including as a sinking fund installment, or
   otherwise; or

     (2) default in the payment of any interest upon any Security of that
   series when it becomes due and payable, and continuance of such default for a
   period of 30 days; or

     (3) default in the payment of the principal of (or any premium on) and any
   interest upon any Security required to be purchased upon the occurrence of a
   Change of Control, if applicable, when and as due by the terms of a Security
   of that series; or

     (4) default in the performance, or breach, of any covenant or warranty of
   the Company 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 or which has expressly been included in this Indenture solely for
   the benefit of series of Securities other

                                      -33-
<PAGE>

   than that series), and continuance of such default or breach for a period of
   60 days after there has been given, by registered or certified mail, to the
   Company by the Trustee or to the Company 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

     (5) a default under any bond, debenture, note or other evidence of
   indebtedness for money borrowed by the Company, or under any Mortgage,
   indenture, guaranty or instrument under which there may be issued or by which
   there may be secured or evidenced any indebtedness for money borrowed by the
   Company, whether such indebtedness now exists or shall hereafter be created,
   which default shall have resulted in such indebtedness becoming or being
   declared due and payable prior to the date on which it would otherwise have
   become due and payable, without such indebtedness having been discharged, or
   such acceleration having been rescinded or annulled, within a period of
   20 days after there shall have been given, by registered or certified mail,
   to the Company by the Trustee or to the Company and the Trustee by the
   Holders of at least 25% in principal amount of the Outstanding Securities of
   all series affected thereby a written notice specifying such default and
   requiring the Company to cause such indebtedness to be discharged or cause
   such acceleration to be rescinded or annulled, as the case may be, and
   stating that such notice is a "Notice of Default" hereunder; provided, that
   no Event of Default under this paragraph shall be deemed to exist as a result
   of the acceleration of any such indebtedness if the principal of and interest
   on such indebtedness, when added to the principal of and interest on all
   other such indebtedness which has been accelerated as aforesaid (excluding
   any such indebtedness which has been discharged or as to which the
   acceleration has been duly rescinded or annulled), shall not exceed
   $50,000,000; provided, however, that, subject to the provisions of
   SECTIONS 6.01 and 6.02, the Trustee shall not be deemed to have knowledge of
   such default unless either (A) a Responsible Officer of the Trustee shall
   have actual knowledge of such default or (B) the Trustee shall have received
   written notice thereof from the Company, from any Holder, from the holder of
   any such indebtedness or from the trustee under any such mortgage, indenture
   or other instrument; or

     (6) a decree or order by a court having jurisdiction in the premises
   adjudging the Company a bankrupt or insolvent, or approving as properly filed
   a petition seeking reorganization, arrangement, adjustment or composition of
   or in respect of the Company under Federal bankruptcy law or any other
   applicable Federal or State law, or appointing a receiver, liquidator,
   assignee, trustee, sequestrator or other similar official of the Company or
   of any substantial part of its property, or ordering the winding up or
   liquidation of its affairs is entered, and continues unstayed and in effect
   for a period of 60 consecutive days ; or

     (7) the Company (i) commences a voluntary case under any applicable
   bankruptcy, insolvency or other similar law now or hereafter in effect, or
   consents to the entry of an order for relief in an involuntary case under any
   such law, (ii) consents to the appointment of or taking possession by a
   receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
   official of the Company or for all or substantially all of the property and
   assets of the Company or (iii) effects any general assignment for the benefit
   of creditors; or

                                      -34-
<PAGE>

     (8) any other Event of Default provided with respect to Securities of that
   series.

SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

     (a) If an Event of Default described in paragraph (1), (2), or (3), if
applicable, of Section 5.01 with respect to the Securities of any series then
outstanding occurs and is continuing, then, and in each and every such case,
except for any series of Securities the principal of which shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Securities of any such affected series then
outstanding hereunder (each such series treated as a separate class) by notice
in writing to the Company (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if the Securities of any such series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of such series established pursuant to Section 3.01)
of all Securities of such affected series, and the interest accrued thereon, if
any, to be due and payable immediately, and upon any such declaration the same
shall become immediately due and payable.

     (b) If an Event of Default described in paragraphs (4), (5) or (8) of
Section 5.01 with respect to the Securities of one or more but not all series
then outstanding, or with respect to the Securities of all series then
outstanding, occurs and is continuing, then, and in each and every such case,
except for any series of Securities the principal of which shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount (or, if the Securities of any such series are
Original Issue Discount Securities, the amount thereof accelerable under this
Section) of the Securities of all such affected series then outstanding
hereunder (treated as a single class) by notice in writing to the Company (and
to the Trustee if given by Securityholders), may declare the entire principal
(or, if the Securities of any such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series established pursuant to Section 3.01) of all Securities of
all such affected series, and the interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration the same shall become
immediately due and payable.

     (c) If an Event of Default described in paragraph (6) or (7) of
Section 5.01 occurs and is continuing, then the principal amount (or, if any
Securities are Original Issue Discount Securities, such portion of the Principal
as may be specified in the terms thereof established pursuant to Section 3.01)
of all the Securities then outstanding and interest accrued thereon, if any,
shall be and become immediately due and payable, without any notice or other
action by any Holder or the Trustee, to the full extent permitted by applicable
law.

     The foregoing provisions, however, are subject to the condition that if, at
any time after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the Principal as may be specified in the terms
thereof established pursuant to Section 3.01) of the Securities of any series
(or of all the Securities, as the case may be) shall have been so declared due
and payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the Company shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Securities of each such series (or of all
the Securities, as the case may be) and the Principal of

                                      -35-
<PAGE>

any and all Securities of each such series (or of all the Securities, as the
case may be) which shall have become due otherwise than by acceleration (with
interest upon such Principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest, at the
same rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in the Securities of each such series to
the date of such payment of deposit) and such amount as shall be sufficient to
cover all amounts owing the Trustee under Section 6.07, and if any and all
Events of Default under the Indenture, other than the non-payment of the
Principal of Securities which shall have become due by acceleration, shall have
been cured, waived or otherwise remedied as provided herein, then and in every
such case the Holders of a majority in aggregate principal amount of all the
then outstanding Securities of all such series that have been accelerated
(voting as a single class), by written notice to the Company and to the Trustee,
may waive all defaults with respect to all such series (or with respect to all
the Securities, as the case may be) and rescind and annul such declaration and
its consequences, but no such waiver or rescission and annulment shall extend to
or shall affect any subsequent default or shall impair any right consequent
thereon.

     For all purposes under this Indenture, if a portion of the Principal of any
Original Issue Discount Securities shall have been accelerated and declared due
and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the Principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the Principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

SECTION 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

     The Company covenants that if

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

     (2) default is made in the payment of the principal of (or premium, if
   any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the

                                      -36-
<PAGE>

Holders of Securities of such series by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

SECTION 5.04. TRUSTEE MAY FILE PROOFS OF CLAIM.

     In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due 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.

     No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

SECTION 5.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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

SECTION 5.06. APPLICATION OF MONEY COLLECTED.

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

                                      -37-
<PAGE>

     First: To the payment of all amounts due the Trustee under SECTION 6.07;
and

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

     Third: To the payment of the Remainder, if any, to the Company or any other
Person lawfully entitled thereto.

SECTION 5.07. LIMITATION ON SUITS.

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

     (1) such Holder has previously given written notice to the Trustee of a
   continuing Event of Default with respect to the Securities of that series;

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

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

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

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

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

SECTION 5.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
              INTEREST.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to SECTION 3.07)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date)

                                      -38-
<PAGE>

and to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder.

SECTION 5.09. RESERVED.

SECTION 5.10. RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 5.11. RIGHTS AND REMEDIES CUMULATIVE.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of
SECTION 3.06, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.12. DELAY OR OMISSION NOT WAIVER.

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

SECTION 5.13. CONTROL BY HOLDERS.

     The Holders of a majority in principal amount (or, if any Securities are
Original Issue Discount Securities, such portion of the principal as is then
accelerable under Section 5.02) of the Outstanding Securities of all series
affected (voting as a single class) shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series, provided that

     (1) such direction shall not be in conflict with any rule of law or with
   this Indenture, and

                                      -39-
<PAGE>

     (2) the Trustee may take any other action deemed proper by the Trustee
   which is not inconsistent with such direction.

SECTION 5.14. WAIVER OF PAST DEFAULTS.

     Subject to SECTION 5.02 the Holders of not less than a majority in
principal amount (or, if the Securities are Original Issue Discount Securities,
such portion of the principal as is then accelerable under Section 5.02) of the
Outstanding Securities of all series affected (voting as a single class) may on
behalf of the Holders of all the Securities of all such series waive any past
default hereunder with respect to all such series and its consequences, except a
default

     (1) in the payment of the principal of or any premium or interest on any
   Security of such series, or

     (2) in respect of a covenant or provision hereof which cannot be modified
   or amended without the consent of the Holder of each Outstanding Security of
   such series 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 5.15. UNDERTAKING FOR COSTS.

     In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

SECTION 5.16. WAIVER OF USURY, STAY OR EXTENSION LAWS.

     The Company covenants (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 usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) 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.

                                      -40-
<PAGE>

SECTION 5.17. UNCONDITIONAL RIGHTS OF HOLDERS TO RECEIVE PAYMENT AND TO CONVERT.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and premium, if any, and interest (including
Additional Amounts, if any) on such Security on the Stated Maturity expressed in
such Security (or, in the case of redemption, on the Redemption Date, or in the
case of the exercise of a Repurchase Right, on the Repurchase Date) and, if
applicable, to convert such Security in accordance with Article 15, and to bring
an action for the enforcement of any such payment on or after such respective
dates and, if applicable, such right to convert, and such rights shall not be
impaired or affected without the consent of such Holder.

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 6.01. CERTAIN DUTIES AND RESPONSIBILITIES.

     The duties and responsibilities of the Trustee shall be as provided by the
Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

SECTION 6.02. NOTICE OF DEFAULTS.

     If a default occurs hereunder with respect to Securities of any series, the
Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in
SECTION 5.01(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

SECTION 6.03. CERTAIN RIGHTS OF TRUSTEE.

     Subject to the provisions of SECTION 6.01:

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

                                      -41-
<PAGE>

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

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

     (4) the Trustee may consult with counsel and the written 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;

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

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

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

     (8) The trustee shall not be charged with knowledge of any default or
   Event of Default with respect to the Notes, unless either (1) a Responsible
   Officer shall have actual knowledge of such default or Event of Default or
   (2) written notice of such default or Event of Default shall have been given
   to the Trustee by the Company or by any Holder of the Securities; and

     (9) the permissive rights of the Trustee enumerated herein shall not be
   construed as duties.

SECTION 6.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. Neither the

                                      -42-
<PAGE>

Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 6.05. MAY HOLD SECURITIES.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
SECTIONS 6.08 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

SECTION 6.06. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

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

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, prior to each due date of the principal of or any premium
or interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay such amount, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

     The Company will cause each Paying Agent for any series of Securities other
than the Trustee to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section, that such Paying Agent will (1) comply with the provisions of the
Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

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

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by

                                      -43-
<PAGE>

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

SECTION 6.07. COMPENSATION AND REIMBURSEMENT.

     The Company agrees

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

     (2) except as otherwise expressly provided herein, to reimburse the
   Trustee upon its request for all reasonable expenses, disbursements and
   advances incurred or made by the Trustee in accordance with any provision of
   this Indenture (including the reasonable compensation and the expenses and
   disbursements of its agents and counsel), except any such expense,
   disbursement or advance as may be attributable to its negligence or bad
   faith; and

     (3) to indemnify the Trustee (which, for purposes of this SECTION 6.07,
   shall include its officers, directors, employees and agents) for, and to hold
   it harmless against, any loss, liability or expense incurred without
   negligence or bad faith on its part, arising out of or in connection with the
   acceptance or administration of the trust or trusts hereunder, including the
   costs and expenses of defending itself against any claim or liability in
   connection with the exercise or performance of any of its powers or duties
   hereunder.

     To secure the Company's payment obligations 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 and
interest on particular Securities.

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in SECTION 5.01(6) or 5.01(7), such expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for such services are intended to constitute expenses of
administration under any bankruptcy law.

     In no event shall the Trustee be liable for any indirect, special, punitive
or consequential loss or damage of any kind whatsoever, including, but not
limited to, lost profits, even if the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.

                                      -44-
<PAGE>

     In no event shall the Trustee be liable for any failure or delay in the
performance of its obligations hereunder because of circumstances beyond its
control, including, but not limited to, acts of God, flood, war (whether
declared or undeclared), terrorism, fire, riot, embargo, government action,
including any laws, ordinances, regulations, governmental action or the like
which delay, restrict or prohibit the providing of the services contemplated by
this Indenture.

     The provisions of this SECTION 6.07 shall survive the resignation or
removal of the Trustee and the termination of this Indenture.

SECTION 6.08. CONFLICTING INTERESTS.

     If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.

SECTION 6.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such, has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

     No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of SECTION 6.11.

     The Trustee may resign at any time with respect to the Securities of one or
more series by giving written notice thereof to the Company. If the instrument
of acceptance by a successor Trustee required by SECTION 6.11 shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

                                      -45-
<PAGE>

     The Trustee may be removed at any time with respect to the Securities of
any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.

     If at any time:

     (1) the Trustee shall fail to comply with SECTION 6.08 after written
   request therefor by the Company or by any Holder who has been a bona fide
   Holder of a Security for at least six months, or

     (2) the Trustee shall cease to be eligible under SECTION 6.09 and shall
   fail to resign after written request therefor by the Company or by any such
   Holder, or

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

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to SECTION 5.15, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

     If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause, with respect to
the Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of SECTION 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of SECTION 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by SECTION 6.11, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

     The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in

                                      -46-
<PAGE>

SECTION 1.06. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office.

SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

     In case of the appointment hereunder of a successor Trustee with respect to
all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.

     In case of the appointment hereunder of a successor Trustee with respect to
the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

     Upon request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the
first or second preceding paragraph, as the case may be.

                                      -47-
<PAGE>

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

SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT.

     The Company may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange, registration of transfer or partial redemption thereof or
pursuant to SECTION 3.06, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Trustee and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

                                      -48-
<PAGE>

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Company may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Trustee. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Company may appoint a successor Authenticating
Agent which shall be acceptable to the Trustee and shall give notice of such
appointment in the manner provided in SECTION 1.06 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

     If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                                                JPMorgan Chase Bank, N.A.


                                                ------------------------------
                                                      as Trustee


                                                By
                                                   ---------------------------,
                                                      as Authenticating Agent


                                                By
                                                   ----------------------------
                                                      Authorized Officer

                                      -49-
<PAGE>

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

     The Company will furnish or cause to be furnished to the Trustee

     (1) semi-annually, not later than 15 days after the Regular Record Date
   for each series of Securities, a list, in such form as the Trustee may
   reasonably require, of the names and addresses of the Holders of Securities
   of each series as of such Regular Record Day, and

     (2) at such other times as the Trustee may request in writing, within
   30 days after the receipt by the Company of any such request, a list of
   similar form and content as of a date not more than 15 days prior to the time
   such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 7.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

     The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in SECTION 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
SECTION 7.01 upon receipt of a new list so furnished.

     The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

     Every Holder of Securities, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the Trust
Indenture Act.

SECTION 7.03. REPORTS BY TRUSTEE.

     The Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

     A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission

                                      -50-
<PAGE>

and with the Company. The Company will notify the Trustee when any Securities
are listed on any stock exchange.

SECTION 7.04. REPORTS BY COMPANY.

     The Company shall file with the Trustee and the Commission, and transmit to
Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to
SECTION 13 or 15(d) of the Exchange Act shall be filed with the Trustee within
15 days after the same is so required to be filed with the Commission.

     Except for certificates delivered pursuant to SECTION 10.05 hereof or
SECTION 314(a)(4) of the Trust Indenture Act, delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee's receipt of such reports shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

                                  ARTICLE EIGHT

                            CONSOLIDATION AND MERGER

SECTION 8.01. WHEN THE COMPANY MAY MERGE.

     The Company shall not consolidate with, merge with or into, or sell,
convey, transfer, lease or otherwise dispose of all or substantially all of its
property and assets (as an entirety or substantially as an entirety in one
transaction or a series of related transactions) to any Person or permit any
Person to merge with or into the Company unless:

          (a) either (x) the Company shall be the continuing Person or (y) the
Person (if other than the Company) formed by such consolidation or into which
the Company is merged or that acquired or leased such property and assets of the
Company shall be a corporation organized and validly existing under the laws of
the United States of America or any jurisdiction thereof and shall expressly
assume, by a supplemental indenture, executed and delivered to the Trustee, all
of the obligations of the Company on all of the Securities and under this
Indenture and the Company shall have delivered to the Trustee an Opinion of
Counsel stating that such consolidation, merger or transfer and such
supplemental indenture complies with this provision and that all conditions
precedent provided for herein relating to such transaction have been complied
with and that such supplemental indenture constitutes the legal, valid and
binding obligation of the Company or such successor enforceable against such
entity in accordance with its terms, subject to customary exceptions; and

          (b) the Company shall have delivered to the Trustee an Officers'
Certificate to the effect that at the time and immediately after giving effect
to such transaction, no Default shall

                                      -51-
<PAGE>

have occurred and be continuing and an Opinion of Counsel as to the matters set
forth in Section 5.01(a).

SECTION 8.02. SUCCESSOR SUBSTITUTED.

     Upon any consolidation or merger, or any sale, conveyance, transfer, lease
or other disposition of all or substantially all of the property and assets of
the Company in accordance with Section 8.01 of this Indenture, the successor
Person formed by such consolidation or into which the Company is merged or to
which such sale, conveyance, transfer, lease or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this indenture with the same effect as if such successor
Person had been named as the Company herein and thereafter, except in the case
of a lease, the company shall be relied of all obligations and covenants under
this indenture and the Securities.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

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

     (2) to add to the covenants of the Company for the benefit of the Holders
   of all or any series of Securities (and if such covenants are to be for the
   benefit of less than all series of Securities, stating that such covenants
   are expressly being included solely for the benefit of such series) or to
   surrender any right or power herein conferred upon the Company; or

     (3) to add any additional Events of Default for the benefit of the Holders
   of all or any series of Securities (and if such additional Events of Default
   are to be for the benefit of less than all series of Securities, stating that
   such additional Events of Default are expressly being included solely for the
   benefit of such series); or

     (4) to add to or change 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, or to permit or facilitate the issuance
   of Securities in uncertificated form; or

     (5) to add to, change or eliminate any of the provisions of this Indenture
   in respect of one or more series of Securities, provided that any such
   addition, change or elimination

                                      -52-
<PAGE>

   (A) shall neither (i) apply to any Security of any series created prior to
   the execution of such supplemental indenture and entitled to the benefit of
   such provision nor (ii) modify the rights of the Holder of any such Security
   with respect to such provision or (B) shall become effective only when there
   is no such Security Outstanding; or

     (6) to secure the Securities pursuant to the requirements of SECTION 10.03
   or otherwise; or

     (7) to establish the form or terms of Securities of any series as
   permitted by SECTIONS 2.01 and 3.01; or

     (8) to evidence and provide for the acceptance of appointment hereunder by
   a successor Trustee with respect to the Securities of one or more series and
   to add to or change any of the provisions of this Indenture as shall be
   necessary to provide for or facilitate the administration of the trusts
   hereunder by more than one Trustee, pursuant to the requirements of
   SECTION 6.11; or

     (9) to cure any ambiguity, to correct or supplement any provision herein
   which may be defective or inconsistent with any other provision herein, or to
   make any other provisions with respect to matters or questions arising under
   this Indenture, provided that such action pursuant to this Clause (9) shall
   not adversely affect the interests of the Holders of Securities of any series
   in any material respect; or

     (10) If applicable, make provisions with respect to the conversion rights
   of Holders of Securities pursuant to SECTION 15.01; or

     (11) If applicable, reduce the Conversion Price; provided, however, that
   such reduction in the Conversion Price shall not adversely affect the
   interest of the Holders of Securities (after taking into account tax and
   other consequences of such reduction).

SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

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

     (1) change the Stated Maturity of the principal of, or any installment of
   principal of or interest on, any Security, or reduce the principal amount
   thereof or the rate of interest thereon or any premium payable upon the
   redemption thereof, or reduce the amount of the principal of an Original
   Issue Discount Security or any other Security which would be due and payable
   upon a declaration of acceleration of the Maturity thereof pursuant to
   SECTION 5.02, or change the coin or currency in which, any Security or any
   premium or interest

                                      -53-
<PAGE>

   thereon is payable, or impair the right to institute suit for the enforcement
   of any such payment on or after the Stated Maturity thereof (or, in the case
   of redemption, on or after the Redemption Date), or

     (2) reduce the percentage in principal amount of the Outstanding
   Securities of any series, the consent of whose Holders is required for any
   such supplemental indenture, or the consent of whose Holders is required for
   any waiver (of compliance with certain provisions of this Indenture or
   certain defaults hereunder and their consequences) provided for in this
   Indenture, or

     (3) modify any of the provisions of this Section, SECTION 5.14 or
   SECTION 15.12, if applicable, except to increase any such percentage or to
   provide that certain other provisions of this Indenture cannot be modified or
   waived without the consent of the Holder of each Outstanding Security
   affected thereby; provided, however, that this clause shall not be deemed to
   require the consent of any Holder with respect to changes in the references
   to "the Trustee" and concomitant changes in this Section and SECTION 15.12,
   if applicable, or the deletion of this proviso, in accordance with the
   requirements of SECTION 6.11 and 9.01(8), or.

     (4) if applicable, modify the provisions in Article 14 relating to the
   subordination provisions of the Securities in a manner adverse to the Holders
   of Securities.

     (5) if applicable, except as permitted by SECTION 15.12, adversely affect
   the right to convert any Security as provided in Article 15.

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

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

SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
in addition to the documents required by SECTION 1.02, and (subject to
SECTION 6) shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

                                      -54-
<PAGE>

SECTION 9.04. EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 9.06. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

                                   ARTICLE TEN

                                    COVENANTS

SECTION 10.01. PAYMENT OF SECURITIES.

     The company shall pay the principal of and interest on the securities on
the dates and in the manner provided in the securities and this indenture. The
interest on securities with coupons attached (together with any additional
amounts payable pursuant to the terms of such securities) shall be payable only
upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature. The interest on
any temporary unregistered securities (together with any additional amounts
payable pursuant to the terms of such securities) shall be paid, as to the
installments of interest evidenced by coupons attached thereto, if any, only
upon presentation and surrender thereof, and, as to the other installments of
interest, if any, only upon presentation of such unregistered securities for
notation thereon of the payment of such interest. The interest on registered
securities (together with any additional amounts payable pursuant to the terms
of such securities) shall be payable only to the holders thereof and at the
option of the company may be paid by mailing checks for such interest payable to
or upon the written order of such holders at their last addresses as they appear
on the security register of the company.

     Notwithstanding any provisions of this Indenture and the Securities of any
series to the contrary, if the Company and a Holder of any Registered Security
so agree, payments of interest on, and any portion of the Principal of, such
Holder's Registered Security (other than interest

                                      -55-
<PAGE>

payable at maturity or on any redemption or repayment date or the final payment
of Principal on such Security) shall be made by the Paying Agent, upon receipt
from the Company of immediately available funds by 10:00 a.m., New York City
time (or such other time as may be agreed to between the Company and the Paying
Agent), directly to the Holder of such Security (by Federal funds wire transfer
or otherwise) if the Holder has delivered written instructions to the Trustee at
least 15 days prior to such payment date requesting that such payment will be so
made and designating the bank account to which such payments shall be so made
and in the case of payments of Principal surrenders the same to the Trustee in
exchange for a Security or Securities aggregating the same principal amount as
the unredeemed principal amount of the Securities surrendered. The Trustee shall
be entitled to rely on the last instruction delivered by the Holder pursuant to
this Section unless a new instruction is delivered 15 days prior to a payment
date. The Company will indemnify and hold each of the Trustee and any Paying
Agent harmless against any loss, liability or expense (including attorneys'
fees) resulting from any act or omission to act on the part of the Company or
any such Holder in connection with any such agreement or from making any payment
in accordance with any such agreement.

     The Company shall pay interest on overdue Principal, and interest on
overdue installments of interest, to the extent lawful, at the rate per annum
specified in the Securities.

SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY.

     The Company will maintain in the Borough of Manhattan, The City of New
York, an office or agency where Securities may be surrendered for registration
of transfer or exchange or for presentation for payment and where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served. The Company hereby initially designates the Corporate Trust
Office of the Trustee, located in the Borough of Manhattan, The City of New
York, as such office or agency of the Company. 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 address of the Trustee set forth in SECTION 1.05.

     The Company will maintain one or more agencies in a city or cities located
outside the United States (including any city in which such an agency is
required to be maintained under the rules of any stock exchange on which the
Securities of any series are listed) where the Unregistered Securities, if any,
of each series and coupons, if any, appertaining thereto may be presented for
payment. No payment on any Unregistered Security or coupon will be made upon
presentation of such Unregistered Security or coupon at an agency of the Company
within the United States nor will any payment be made by transfer to an account
in, or by mail to an address in, the United States unless, pursuant to
applicable United States laws and regulations then in effect, such payment can
be made without adverse tax consequences to the Company. Notwithstanding the
foregoing, if full payment in United States Dollars ("Dollars") at each agency
maintained by the Company outside the United States for payment on such
Unregistered Securities or coupons appertaining thereto is illegal or
effectively precluded by exchange controls or other similar restrictions,
payments in Dollars of Unregistered Securities of any series

                                      -56-
<PAGE>

and coupons appertaining thereto which are payable in Dollars may be made at an
agency of the Company maintained in the Borough of Manhattan, The City of New
York.

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

SECTION 10.03. NEGATIVE PLEDGE.

     (a) The Company will not, and will not permit any Restricted Subsidiary to,
create or incur any mortgage or pledge, as security for any indebtedness for
borrowed money, on or of any shares of stock or indebtedness owing by a
Restricted Subsidiary or any Principal Property of the Company or a Restricted
Subsidiary, whether such shares of stock or indebtedness of a Restricted
Subsidiary or Principal Property are owned at the date of this Indenture or
hereafter acquired, unless the Company secures or causes such Restricted
Subsidiary to secure the outstanding Securities equally and ratably with all
indebtedness secured by such mortgage or pledge, so long as such indebtedness
shall be so secured; provided, however, that this covenant shall not apply in
the case of:

         (i)    the creation of any mortgage, pledge or other lien on any shares
                of stock or indebtedness of a Subsidiary or any Principal
                Property hereafter acquired (including acquisitions by way of
                merger or consolidation) by the Company or a Restricted
                Subsidiary contemporaneously with such acquisition, or within
                360 days thereafter, to secure or provide for the payment or
                financing of any part of the purchase price thereof, or the
                assumption of any mortgage, pledge or other lien upon any shares
                of stock or indebtedness of a Subsidiary or any Principal
                Property hereafter acquired existing at the time of such
                acquisition, or the acquisition of any shares of stock or
                indebtedness of a Subsidiary or any Principal Property subject
                to any mortgage, pledge or other lien without the assumption
                thereof, provided that every such mortgage, pledge or lien
                referred to in this clause (i) shall attach only to the shares
                of stock or indebtedness of a Subsidiary or any Principal
                Property so acquired and improvements thereon and accessions
                thereto;

         (ii)   any mortgage, pledge or other lien on any shares of stock or
                indebtedness of a Subsidiary or any Principal Property existing
                at the date of this Indenture;

         (iii)  any mortgage, pledge or other lien on any shares of stock or
                indebtedness of a Subsidiary or any Principal Property in favor
                of the Company or any Restricted Subsidiary;

                                      -57-
<PAGE>

         (iv)   any mortgage, pledge or other lien existing on any Principal
                Property prior to the acquisition thereof by the Company or any
                of its Subsidiaries or existing on any Principal Property of any
                Person that becomes a Restricted Subsidiary after the date
                hereof or on its shares of stock or indebtedness at or prior to
                the time such Person becomes a Restricted Subsidiary; provided
                that (x) such mortgage, pledge or other lien is not created in
                contemplation of or in connection with such acquisition or such
                Person becoming a Subsidiary, (y) such mortgage, pledge or other
                lien shall not apply to any other Principal Property of the
                Company or any of its Subsidiaries and (z) such mortgage, pledge
                or other lien shall secure only those obligations which it
                secures on the date of such acquisition or the date such Person
                becomes a Restricted Subsidiary and improvements thereon and
                accessions thereto;

         (v)    liens under workmen's compensation laws, unemployment insurance
                laws or similar legislation, or good faith deposits in
                connection with bids, tenders, contracts (other than for the
                repayment of debt), or deposits to secure public or statutory
                obligations of the Company or any Subsidiary, or deposits of
                cash or obligations of the United States of America to secure
                surety and appeal bonds to which the Company or any Subsidiary
                is a party or in lieu of such bonds, or pledges or deposits for
                similar purposes in the ordinary course of business, or liens on
                standard industry terms imposed by charter parties or under
                contracts of affreightment, or margin posted to secure payment
                or performance under futures, forwards or swap agreements, and
                other obligations of a like nature, in each case in the ordinary
                course of business, or liens imposed by law, such as laborers'
                or other employees, carriers', warehousemen's mechanics',
                materialmen's and vendors' liens and liens arising out of
                judgments or awards against the Company or any Subsidiary with
                respect to which the Company or such Subsidiary at the time
                shall be prosecuting an appeal or proceedings for review and
                with respect to which it shall have secured a stay of execution
                pending such appeal or proceedings for review, or liens for
                property taxes not yet subject to penalties for non-payment or
                the amount or validity of which is being in good faith contested
                by appropriate proceedings by the Company or any Subsidiary, as
                the case may be, or minor survey exceptions, minor encumbrances,
                easements or reservations of, or rights of others for, rights of
                way, sewers, electric lines, telegraph and telephone lines and
                other similar purposes, or zoning or other restrictions as to
                the use of real properties, which liens, exceptions,
                encumbrances, easements, reservations, rights and restrictions
                do not, in the opinion of the Company, in the aggregate
                materially detract from the value of said properties or
                materially impair their use in the operation of the business of
                the Company and its Subsidiaries;

         (vi)   liens on any oil and/or gas properties or other mineral
                interests of the Company or any of its Subsidiaries, whether
                developed or undeveloped,

                                      -58-
<PAGE>

                arising (x) as security for the Company or such Subsidiary's
                costs and expenses incurred by it in connection with the
                exploration, development or operation of such properties, in
                favor of a person who is conducting the exploration, development
                or operation of such properties, or (y) in connection with
                farmout, dry hole, bottom hole, communitization, unitization,
                pooling and operating agreements and/or other agreements of like
                general nature incident to the acquisition, exploration,
                development and operation of such properties or as required by
                regulatory agencies having jurisdiction in the premises;

         (vii)  overriding royalties, royalties, production payments, net
                profits interests or like interests to be paid out of production
                from oil and/or gas properties or other mineral interests of the
                Company or any of its Subsidiaries, or to be paid out of the
                proceeds from the sale of any such production;

         (viii) liens securing indebtedness in connection with any industrial
                development bond financing, or pollution control revenue bond
                financing, or similar financing transaction; and

         (ix)   any extension, renewal, or replacement (or successive
                extensions, renewals or replacements) in whole or in part of any
                mortgage, pledge or other lien referred to in the foregoing
                clauses (i) to (viii) inclusive; provided, however, that the
                principal amount of debt secured thereby shall not exceed the
                principal amount of debt so secured at the time of such
                extension, renewal or replacement, and that such extension,
                renewal or replacement shall be limited to all or a part of the
                property which secured the mortgage so extended, renewed or
                replaced (plus improvements on and accessions to such property).

     (b) Notwithstanding the foregoing provisions of this SECTION 10.03, the
Company and any one or more Restricted Subsidiaries may issue, assume or
guarantee debt secured by mortgage, pledge or other lien which would otherwise
be subject to the foregoing restrictions in an aggregate amount which, together
with all other debt of the Company and its Restricted Subsidiaries which (if
originally issued, assumed or guaranteed at such time) would otherwise be
subject to the foregoing restrictions and Attributable Debt in respect of sale
and lease-back arrangements not covered by SECTION 10.04, does not at the time
exceed 15% of Consolidated Net Tangible Assets.

SECTION 10.04. CERTAIN SALE AND LEASE-BACK TRANSACTIONS.

     The Company will not, and will not permit any Restricted Subsidiary to,
sell or transfer, directly or indirectly, except to the Company or a Restricted
Subsidiary, any Principal Property as an entirety, and as part of the same
transaction or series of transactions take back a lease of such property, except
a lease for a period of three years or less; provided that, notwithstanding the
foregoing, the Company or any Restricted Subsidiary may sell any such Principal
Property and lease it back for a longer period (i) if the Company or such
Restricted Subsidiary would be entitled, pursuant to the provisions of
SECTION 10.03(a), to create a mortgage on the property

                                      -59-
<PAGE>

to be leased securing indebtedness in an amount equal to the Attributable Debt
with respect to such sale and lease-back transaction without equally and ratably
securing the outstanding Securities or (ii) if (A) the Company promptly informs
the Trustee of such transaction, (B) the proceeds of such transaction are at
least equal to the fair value (as determined by Board Resolution of the Company)
of such property and (C) the Company causes an amount equal to the net proceeds
of the sale to be applied to the retirement, within 180 days after receipt of
such proceeds, of indebtedness incurred or assumed by the Company or a
Restricted Subsidiary (including the Securities); provided, further, that, in
lieu of applying all of or any part of such net proceeds to such retirement, the
Company may, within 75 days after such sale, cancel or deliver or cause to be
delivered to the applicable trustee for cancellation either debentures or notes
evidencing indebtedness of the Company (which may include the Securities) or of
a Restricted Subsidiary previously issued or authenticated and delivered by the
applicable trustee, and not theretofore tendered for sinking fund purposes or
called for a sinking fund or otherwise applied as a credit against an obligation
to redeem or retire such notes or debentures, and an Officers' Certificate
(which shall be delivered to the Trustee and which need not contain the
statements prescribed by SECTION 10.04) stating that the Company elects to
deliver or cause to be delivered such debentures or notes in lieu of retiring
indebtedness as hereinabove provided. If the Company shall cancel or so deliver
debentures or notes to the applicable trustee and the Company shall duly deliver
such Officers' Certificate, the amount of cash which the Company shall be
required to apply to the retirement of indebtedness under this SECTION 10.04(a)
shall be reduced by an amount equal to the aggregate of the then applicable
optional redemption prices (not including any optional sinking fund redemption
prices) of such debentures or notes, or, if there are no such redemption prices,
the principal amount of such debentures or notes; provided, that in the case of
debentures or notes which provide for an amount less than the principal amount
thereof to be due and payable upon a declaration of the maturity thereof, such
amount of cash shall be reduced by the amount of principal of such debentures or
notes that would be due and payable as of the date of such application upon a
declaration of acceleration of the maturity thereof pursuant to the terms of the
indenture pursuant to which such debentures or notes were issued.

     Notwithstanding the provisions of this SECTION 10.04, the Company or any
Restricted Subsidiary may enter into sale and lease-back transactions in
addition to those permitted by this SECTION 10.04 without any obligation to
retire any outstanding Securities or other indebtedness, provided that at the
time of entering into such sale and lease-back transactions and after giving
effect thereto, the Attributable Debt in respect of such transactions, together
with all other Attributable Debt in respect of transactions subject to this
SECTION 10.04 hereof and all other mortgages, pledges or other liens subject to
SECTION 10.03 thereof, does not exceed in aggregate 15% of Consolidated Net
Tangible Assets.

SECTION 10.05. CERTIFICATE TO TRUSTEE.

     The Company will furnish to the Trustee annually, on or before a date not
more than four months after the end of its fiscal year (which, on the date
hereof, is a calendar year), a brief certificate (which need not contain the
statements required by 1.02) from its principal executive, financial or
accounting officer as to his or her knowledge of the compliance of the Company
with all conditions and covenants under this indenture (such compliance to be
determined

                                      -60-
<PAGE>

without regard to any period of grace or requirement of notice provided under
this Indenture), which certificate shall comply with the requirements of the
Trust Indenture Act.

SECTION 10.06. REPORTS BY THE COMPANY.

     The Company covenants to file with the Trustee, within 15 days after the
Company is required to file the same with the Commission, copies of the annual
reports and of the information, documents, and other reports which the Company
may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act.

     Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such reports shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 11.01. APPLICABILITY OF ARTICLE.

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.01 for such Securities) in accordance
with this Article.

SECTION 11.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution or in another manner specified as contemplated by
SECTION 3.01 for such Securities. In case of any redemption at the election of
the Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least
60 days prior to the Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, of the Redemption Price, of the principal amount of Securities
of such series to be redeemed and, if applicable, of the tenor of the Securities
to be redeemed. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers' Certificate evidencing compliance with such restriction.

SECTION 11.03. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

     If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not

                                      -61-
<PAGE>

previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of a
portion of the principal amount of any Security of such series, provided that
the unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects only
a single Security), the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.

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

     The provisions of the two preceding paragraphs shall not apply with respect
to any redemption affecting only a single Security, whether such Security is to
be redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

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

SECTION 11.04. NOTICE OF REDEMPTION.

     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register.

     All notices of redemption shall state:

     (1) the Redemption Date,

     (2) the Redemption Price,

     (3) if less than all the Outstanding Securities of any series consisting
   of more than a single Security are to be redeemed, the identification (and,
   in the case of partial redemption of any such Securities, the principal
   amounts) of the particular Securities to be redeemed and, if less than all
   the Outstanding Securities of any series consisting of a single Security are
   to be redeemed, the principal amount of the particular Security to be
   redeemed,

     (4) that on the Redemption Date the Redemption Price will become due and
   payable upon each such Security to be redeemed and, if applicable, that
   interest thereon will cease to accrue on and after said date,

                                      -62-
<PAGE>

     (5) the place or places where each such Security is to be surrendered for
   payment of the Redemption Price, and

     (6) that the redemption is for a sinking fund, if such is the case.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.

SECTION 11.05. DEPOSIT OF REDEMPTION PRICE.

     Prior to 10:00 a.m. New York City time on any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
SECTION 10.03) an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date.

SECTION 11.06. SECURITIES PAYABLE ON REDEMPTION DATE.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by SECTION 3.01, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of SECTION 3.07.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.

SECTION 11.07. SECURITIES REDEEMED IN PART.

     Any Security which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                      -63-
<PAGE>

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 12.01. APPLICABILITY OF ARTICLE.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of any series except as otherwise specified as
contemplated by SECTION 3.01 for such Securities.

     The minimum amount of any sinking fund payment provided for by the terms of
any Securities is herein referred to as a "mandatory sinking fund payment", and
any payment in excess of such minimum amount provided for by the terms of such
Securities is herein referred to as an "optional sinking fund payment". If
provided for by the terms of any Securities, the cash amount of any sinking fund
payment may be subject to reduction as provided in SECTION 12.02. Each sinking
fund payment shall be applied to the redemption of Securities as provided for by
the terms of such Securities.

SECTION 12.02. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

     The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (2) may apply as a credit Securities
of a series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each
case in satisfaction of all or any part of any sinking fund payment with respect
to any Securities of such series required to be made pursuant to the terms of
such Securities as and to the extent provided for by the terms of such
Securities; provided that the Securities to be so credited have not been
previously so credited. The Securities to be so credited shall be received and
credited for such purpose by the Trustee at the Redemption Price, as specified
in the Securities so to be redeemed, for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

SECTION 12.03. REDEMPTION OF SECURITIES FOR SINKING FUND.

     Not less than 45 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
SECTION 12.02 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in SECTION 11.03 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in SECTION 11.04. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in SECTIONS 11.06 and 11.07.

                                      -64-
<PAGE>

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 13.01. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

     The Company may elect, at its option at any time, to have SECTION 13.02 or
SECTION 13.03 applied to any Securities or any series of Securities, as the case
may be, designated pursuant to SECTION 3.01 as being defeasible pursuant to such
SECTION 13.02 or 13.03, in accordance with any applicable requirements provided
pursuant to SECTION 3.01 and upon compliance with the conditions set forth below
in this Article. Any such election shall be evidenced by a Board Resolution or
in another manner specified as contemplated by SECTION 3.01 for such Securities.

SECTION 13.02. DEFEASANCE AND DISCHARGE.

     Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in SECTION 13.04 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all its other obligations under such Securities
and this Indenture insofar as such Securities are concerned (and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (1) the rights of Holders of such Securities to
receive, solely from the trust fund described in SECTION 13.04 and as more fully
set forth in such Section, payments in respect of the principal of and any
premium and interest on such Securities when payments are due, (2) the Company's
obligations with respect to such Securities under SECTIONS 3.04, 3.05, 3.06,
10.02 and 6.06, (3) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (4) this Article. Subject to compliance with this Article,
the Company may exercise its option (if any) to have this Section applied to any
Securities notwithstanding the prior exercise of its option (if any) to have
SECTION 13.03 applied to such Securities.

SECTION 13.03. COVENANT DEFEASANCE.

     Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be,
(1) the Company shall be released from its obligations under SECTION 8.01,
SECTIONS 10.01 through 10.04, inclusive, SECTION 15.12, if applicable, and any
covenants provided pursuant to SECTION 3.01(18), 9.01(2) or 9.01(7) for the
benefit of the Holders of such Securities and (2) the occurrence of any event
specified in SECTIONS 5.01(4), 5.01(5) (with respect to any of SECTION 8.01,
SECTIONS 10.01 through 10.04, inclusive, SECTION 15.12, if applicable, and any
such covenants provided pursuant to SECTIONS 3.01(18), 9.01(2) or 9.01(7)),
5.01(6), 5.01(7) and 5.01(10) shall be deemed not to be or result in an Event of
Default in each case with respect to such Securities as provided in this Section
on and after the date the conditions set forth in

                                      -65-
<PAGE>

SECTION 13.04 are satisfied (hereinafter called "Covenant Defeasance"). For this
purpose, such Covenant Defeasance means that, with respect to such Securities,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such specified Section (to
the extent so specified in the case of SECTION 5.01(5)), whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.

SECTION 13.04. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

     The following shall be the conditions to the application of SECTION 13.02
or SECTION 13.03 to any Securities or any series of Securities, as the case may
be:

     (1) The Company shall irrevocably have deposited or caused to be deposited
   with the Trustee (or another trustee which satisfies the requirements
   contemplated by SECTION 6.09 and agrees to comply with the provisions of this
   Article applicable to it) as trust funds in trust for the purpose of making
   the following payments, specifically pledged as security for, and dedicated
   solely to, the benefits of the Holders of such Securities, (A) money in an
   amount, or (B) U.S. Government Obligations which through the scheduled
   payment of principal and interest in respect thereof in accordance with their
   terms will provide, not later than one day before the due date of any
   payment, money in an amount, or (C) a combination thereof, in each case
   sufficient, in the opinion of a nationally recognized firm of independent
   public accountants expressed in a written certification thereof delivered to
   the Trustee, to pay and discharge, and which shall be applied by the Trustee
   (or any such other qualifying trustee) to pay and discharge, the principal of
   and any premium and interest on such Securities on the respective Stated
   Maturities, in accordance with the terms of this Indenture and such
   Securities. As used herein, "U.S. Government Obligation" means (x) any
   security which is (i) a direct obligation of the United States of America for
   the payment of which the full faith and credit of the United States of
   America is pledged or (ii) an obligation of a Person controlled or supervised
   by and acting as an agency or instrumentality of the United States of America
   the payment of which is unconditionally guaranteed as a full faith and credit
   obligation by the United States of America, which, in either case (i) or
   (ii), is not callable or redeemable at the option of the issuer thereof, and
   (y) any depositary receipt issued by a bank (as defined in SECTION 3(a)(2) of
   the Securities Act) as custodian with respect to any U.S. Government
   Obligation which is specified in Clause (x) above and held by such bank for
   the account of the holder of such depositary receipt, or with respect to any
   specific payment of principal of or interest on any U.S. Government
   Obligation which is so specified and held, provided that (except as required
   by law) such custodian is not authorized to make any deduction from the
   amount payable to the holder of such depositary receipt from any amount
   received by the custodian in respect of the U.S. Government Obligation or the
   specific payment of principal or interest evidenced by such depositary
   receipt.

     (2) In the event of an election to have SECTION 13.02 apply to any
   Securities or any series of Securities, as the case may be, the Company shall
   have delivered to the Trustee an Opinion of Counsel stating that (A) the
   Company has received from, or there has been published by, the Internal
   Revenue Service a ruling or (B) since the date of this instrument,

                                      -66-
<PAGE>

   there has been a change in the applicable Federal income tax law, in either
   case (A) or (B) to the effect that, and based thereon such opinion shall
   confirm that, the Holders of such Securities will not recognize gain or loss
   for Federal income tax purposes as a result of the deposit, Defeasance and
   discharge to be effected with respect to such Securities and will be subject
   to Federal income tax on the same amount, in the same manner and at the same
   times as would be the case if such deposit, Defeasance and discharge were not
   to occur.

     (3) In the event of an election to have SECTION 13.03 apply to any
   Securities or any series of Securities, as the case may be, the Company shall
   have delivered to the Trustee an Opinion of Counsel to the effect that the
   Holders of such Securities will not recognize gain or loss for Federal income
   tax purposes as a result of the deposit and Covenant Defeasance to be
   effected with respect to such Securities and will be subject to Federal
   income tax on the same amount, in the same manner and at the same times as
   would be the case if such deposit and Covenant Defeasance were not to occur.

     (4) The Company shall have delivered to the Trustee an Officer's
   Certificate to the effect that neither such Securities nor any other
   Securities of the same series, if then listed on any securities exchange,
   will be delisted as a result of such deposit.

     (5) No event which is, or after notice or lapse of time or both would
   become, an Event of Default with respect to such Securities or any other
   Securities shall have occurred and be continuing at the time of such deposit
   or, with regard to any such event specified in SECTIONS 5.01(6) and (7), at
   any time on or prior to the 90th day after the date of such deposit (it being
   understood that this condition shall not be deemed satisfied until after such
   90th day).

     (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to
   have a conflicting interest within the meaning of the Trust Indenture Act
   (assuming all Securities are in default within the meaning of such Act).

     (7) Such Defeasance or Covenant Defeasance shall not result in a breach or
   violation of, or constitute a default under, any other agreement or
   instrument to which the Company is a party or by which it is bound.

     (8) Such Defeasance or Covenant Defeasance shall not result in the trust
   arising from such deposit constituting an investment company within the
   meaning of the Investment Company Act unless such trust shall be registered
   under such Act or exempt from registration thereunder.

     (9) The Company shall have delivered to the Trustee an Officer's
   Certificate and an Opinion of Counsel, each stating that all conditions
   precedent with respect to such Defeasance or Covenant Defeasance have been
   complied with.

                                      -67-
<PAGE>

SECTION 13.05. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
               TRUST; MISCELLANEOUS PROVISIONS.

     Subject to the provisions of the last paragraph of SECTION 6.06, all money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee or other qualifying trustee (solely for purposes of this Section and
SECTION 13.06, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to SECTION 13.04 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to SECTION 13.04 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.

     Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or U.S. Government Obligations held by it as provided in SECTION 13.04 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

SECTION 13.06. REINSTATEMENT.

     If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to SECTION 13.02 or 13.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to SECTION 13.05 with respect to such
Securities in accordance with this Article; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.

                                      -68-
<PAGE>

                                ARTICLE FOURTEEN

                                  SUBORDINATION

SECTION 14.01. SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS.

     If applicable, the right of Holders to payment of the Principal of and
interest on the Securities is subordinated to the rights of holders of Senior
Indebtedness, to the extent and in the manner provided in this Article 14.

SECTION 14.02. SECURITIES SUBORDINATED IN ANY PROCEEDINGS.

     Upon any Distribution in any Proceedings,

     (1) any Distribution to which the Holders are entitled shall be paid
   directly to the holders of Senior Indebtedness to the extent necessary to
   make payment in full of all Senior Indebtedness remaining unpaid after giving
   effect to all other Distributions to or for the benefit of the holders of
   Senior Indebtedness (except that the provisions of this Section 14.02(1)
   shall not apply to amounts subject to the lien of the Trustee pursuant to
   Section 6.07 hereof, which amounts shall be paid directly to the Trustee);
   and

     (2) in the event that any Distribution is received by the Trustee before
   all Senior Indebtedness is paid in full, such Distribution shall be applied
   by the Trustee in accordance with this Article 14.

SECTION 14.03. NO PAYMENT ON SECURITIES IN CERTAIN CIRCUMSTANCES.

     The Company shall not, directly or indirectly (other than in Capital Stock
of the Company) pay any Principal of or interest on, redeem, defease or
repurchase any of the Securities (i) after the issuance of a Senior Indebtedness
Default Notice and such default has not been cured or waived, (ii) after a
Senior Indebtedness Payment Default, unless and until such Senior Indebtedness
Payment Default has been cured, waived, or otherwise has ceased to exist, or
(iii) upon the acceleration of the Securities so long as the Company has any
Senior Indebtedness outstanding.

     During a Payment Blockage Period, no payment of any Principal of or
interest on the Securities may be made, directly or indirectly, by the Company.
Unless the Senior Indebtedness in respect of which the Senior Indebtedness
Default Notice has been given has been declared due and payable in its entirety
within the Payment Blockage Period, at the end of the Payment Blockage Period,
the Company shall pay all sums not paid to the Holders during the Payment
Blockage Period and resume all other payments on the Securities as and when due.
Defaulted Interest shall be paid in accordance with SECTION 3.07. Any number of
Senior Indebtedness Default Notices may given; provided, however, that as to any
issue of Senior Indebtedness (i) not more than one Senior Indebtedness Default
Notice shall be given within a period of any 366 consecutive days, and (ii) no
specific act, omission, or condition that gave rise to a default that existed
upon the date of such Senior Indebtedness Default Notice (whether or not such
default

                                      -69-
<PAGE>

applies to the same issue of Senior Indebtedness) shall be made the basis for
the commencement of any other Payment Blockage Period.

     If any Distribution, payment or deposit to redeem, defease or acquire any
of the Securities shall have been received by the Trustee at a time when such
Distribution was prohibited by the provisions of this SECTION 14.03, then,
unless such Distribution is no longer prohibited by this SECTION 14.03, such
Distribution shall be received and applied by the Trustee for the benefit of the
holders of Senior Indebtedness, and shall be paid or delivered by the Trustee to
the holders of Senior Indebtedness for application to the payment of all Senior
Indebtedness.

SECTION 14.04. SUBROGATION.

     The Holders shall not have any subrogation or other rights of recourse to
any security in respect of any Senior Indebtedness until such time as all Senior
Indebtedness shall have been paid in full. Upon the payment in full of all
Senior Indebtedness, the Holders shall be subrogated to the rights of the
holders of Senior Indebtedness to receive Distributions applicable to Senior
Indebtedness until all amounts owing in respect of the Securities shall be so
paid. No Distributions to the holders of Senior Indebtedness which otherwise
would have been made to the Holders shall, as between the Company and the
Holders, be deemed to be payment by the Company to or on account of Senior
Indebtedness.

     If any Distribution to which the Holders would otherwise have been entitled
shall have been applied pursuant to the provisions of this Article to the
payment of Senior Indebtedness, then the Holders shall be entitled to receive
from the holders of such Senior Indebtedness any Distributions received by such
holders of Senior Indebtedness in excess of the amount sufficient to pay all
amounts payable on such Senior Indebtedness to the extent provided herein.

SECTION 14.05. OBLIGATIONS OF THE COMPANY UNCONDITIONAL.

     This Article defines the relative rights of the Holders and holders of
Senior Indebtedness. Nothing in this Indenture is intended to or shall impair,
as between the Company and the Holders, the obligation of the Company, which is
absolute and unconditional, to pay to the Holders the Principal of and interest
on the Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the Holders and creditors of the Company, other than the holders of
Senior Indebtedness, nor shall anything herein or in the Securities prevent the
Trustee or any Holder from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article 14, of the holders of Senior Indebtedness in respect of any
Distribution received upon the exercise of any such remedy. If the Company fails
because of this Article to pay principal of or interest on a Security on the due
date, the failure is still a Default. Upon any Distribution, the Trustee and the
Holders shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which the Proceeding is pending, or a certificate of
the liquidating trustee or agent or other Person making any Distribution for the
purpose of ascertaining the Persons entitled to participate in such
Distribution, the holders of Senior Indebtedness and other Debt of the Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article 14.

                                      -70-
<PAGE>

SECTION 14.06. TRUSTEE AND PAYING AGENTS ENTITLED TO ASSUME PAYMENTS NOT
               PROHIBITED IN ABSENCE OF NOTICE.

     The Trustee shall not at any time be charged with knowledge of the
existence of any facts which would prohibit the making of any payment to or by
the Trustee, unless and until a Trust Officer shall have received, no later than
three (3) Business Days prior to such payment, written notice thereof from the
Company or from one or more holders of Senior Indebtedness and, prior to the
receipt of any such written notice, the Trustee, shall be entitled in all
respects conclusively to presume that no such fact exists. Unless the Trustee
shall have received the notice provided for in the preceding sentence, the
Trustee shall have full power and authority to receive such payment and to apply
the same to the purpose for which it was received, and shall not be affected by
any notice to the contrary which may be received by it on or after such date.
The foregoing shall not apply to any Affiliate of the Company acting as Paying
Agent.

SECTION 14.07. DEFEASANCE.

     Amounts deposited in trust with the Trustee pursuant to and in accordance
with Article 13 and not prohibited to be deposited under SECTION 14.03 when
deposited shall not be subject to this Article 14.

SECTION 14.08. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE
               COMPANY OR HOLDERS OF SENIOR INDEBTEDNESS.

     No right of any holder of any Senior Indebtedness established in this
Article 14 shall at any time or in any way be prejudiced or impaired by any act
or failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any failure by the Company to comply with
the terms of this Indenture.

SECTION 14.09. RIGHT TO HOLD SENIOR INDEBTEDNESS.

     The Trustee is entitled to all of the rights set forth in this Article 14
in respect of any Senior Indebtedness at any time held by it to the same extent
as any other holder of Senior Indebtedness.

SECTION 14.10. NO FIDUCIARY DUTY OF TRUSTEE OR SECURITYHOLDERS TO HOLDERS OF
               SENIOR INDEBTEDNESS

     Neither the Trustee nor the Holders owes any fiduciary duty to the holders
of Senior Indebtedness. Neither the Trustee nor the Holders shall be liable to
any holder of Senior Indebtedness in the event that the Trustee, acting in good
faith, shall pay over or distribute to the Holders, the Company, or any other
Person, any property to which any holders of Senior Indebtedness are entitled by
virtue of this Article or otherwise. Nothing contained in this SECTION 14.10
shall affect the obligation of any other such Person to hold such payment for
the benefit of, and to pay such payment over to, the holders of Senior
Indebtedness.

                                      -71-
<PAGE>

SECTION 14.11. DISTRIBUTION TO HOLDERS OF SENIOR INDEBTEDNESS.

     Any Distribution otherwise payable to the holders of the Securities made to
holders of Senior Indebtedness pursuant to this Article shall be made to such
holders of Senior Indebtedness ratably according to the respective amount of
Senior Indebtedness held by each.

SECTION 14.12. TRUSTEE'S RIGHTS TO COMPENSATION, REIMBURSEMENT OF EXPENSES AND
               INDEMNIFICATION.

     The Trustee's rights to compensation, reimbursement of expenses and
indemnification under SECTION 6.07 is not subordinated.

SECTION 14.13. EXCEPTION FOR CERTAIN DISTRIBUTIONS.

     The rights of holders of Senior Indebtedness under this Article do not
extend (a) to any Distribution to the extent applied to the Trustee's rights to
compensation, reimbursement of expenses or indemnification or (b) to (i)
securities which are subordinated to the securities distributed to the holders
of Senior Indebtedness on terms no less favorable to the holders of Senior
Indebtedness than the provisions of this Article, or (ii) Distributions under
any plan approved by the court in any Proceeding.

SECTION 14.14. PRIORITIES.

     If the Trustee collects any money or property pursuant to Article 5, it
shall pay out the money or property in the following order at the date or dates
fixed by the Trustee and, in the case of distribution of such money on account
of principal, premium, if any, or interest, if any, upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid

          FIRST: to the Trustee for amounts due under Article 6;

          SECOND: to Holders of Senior Indebtedness of the Company;

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

          FOURTH: to the Company.

SECTION 14.15. CERTAIN DEFINITIONS.

As used in this Article 14,

     "Capital Stock" of any Person means any and all shares, interests, rights
to purchase, warrants, options, participation or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.

                                      -72-
<PAGE>

     "Change of Control" means the occurrence of any of the following after the
original issuance of the Securities:

     (1) the acquisition by any Person of beneficial ownership, directly or
indirectly, through a purchase, merger or other acquisition transaction or
series of transactions, of shares of Capital Stock of the Company entitling such
person to exercise 50% or more of the total voting power of all shares of
Capital Stock of the Company entitled to vote generally in elections of
directors, other than any such acquisition by the Company, any subsidiary of the
Company or any employee benefit plan of the Company; or

     (2) any consolidation or merger of the Company with or into any other
Person, any merger of another Person into the Company, or any conveyance,
transfer, sale, lease or other disposition of all or substantially all of the
properties and assets of the Company to another Person, other than (a) any such
transaction (x) that does not result in any reclassification, conversion,
exchange or cancellation of outstanding shares of Capital Stock of the Company
and (y) pursuant to which holders of Capital Stock of the Company immediately
prior to such transaction have the entitlement to exercise, directly or
indirectly, 50% or more of the total voting power of all shares of Capital Stock
of the Company entitled to vote generally in the election of directors of the
continuing or surviving person immediately after such transaction and (b) any
merger which is effected solely to change the jurisdiction of incorporation of
the Company and results in a reclassification, conversion or exchange of
outstanding shares of Common Stock solely into shares of common stock of the
surviving entity;

and in the case of convertible securities, provided, however, that a Change of
Control shall not be deemed to have occurred if the Trading Price per share of
the Common Stock for any five Trading Days within the period of 10 consecutive
Trading Days ending immediately after the later of the Change of Control or the
public announcement of the Change of Control, in the case of a Change of Control
under clause (1) above, or the period of 10 consecutive Trading Days ending
immediately before the Change of Control, in the case of a Change of Control
under clause (2) above, shall equal or exceed 110% of the Conversion Price of
the Securities in effect on each such Trading Day. Beneficial ownership shall be
determined in accordance with Rule 13d-3 promulgated by the Securities and
Exchange Commission under the Exchange Act. As used in this definition, the term
"Person" shall include any syndicate or group which would be deemed to be a
"person" under Section 13(d)(3) of the Exchange Act.

     "Currency Agreement" means in respect of a Person any foreign exchange
contract, currency swap agreement or other similar agreement designed to protect
such Person against fluctuations in currency values.

     "Disqualified Stock" means, with respect to any Person, that portion of any
Capital Stock which by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable at the option of the holder) or
upon the happening of any event:

     (1) matures (excluding any maturity as a result of an optional redemption
by the issuer thereof) or is mandatorily redeemable (other than redeemable only
for Capital Stock of such Person which is not itself Disqualified Stock)
pursuant to a sinking fund obligation or otherwise;

                                      -73-
<PAGE>

     (2) is convertible or exchangeable at the option of the holder for
Indebtedness or Disqualified Stock; or

     (3) is mandatorily redeemable or must be purchased upon the occurrence of
certain events or otherwise, in whole or in part;

in each case on or prior to the date that is 91 days after the Stated Maturity
of the Securities; provided, however, that if such Capital Stock is issued to
any employee or to any plan for the benefit of employees of the Company or its
Subsidiaries or by any such plan to such employees, such Capital Stock shall not
constitute Disqualified Stock solely because it may be required to be
repurchased by the Company in order to satisfy obligations as a result of such
employee's death or disability; and provided, further, however, that any Capital
Stock that would not constitute Disqualified Stock but for provisions thereof
giving holders thereof the right to require such Person to purchase or redeem
such Capital Stock upon the occurrence of an "asset sale" or "Change of Control"
occurring prior to the date that is 91 days after the Stated Maturity of the
Securities shall not constitute Disqualified Stock if the "asset sale" or
"Change of Control" provisions applicable to such Capital Stock are not more
favorable to the holders of such Capital Stock than the terms applicable to the
Securities in Section 10.03 and 15.12 of this Indenture.

     The amount of any Disqualified Stock that does not have a fixed redemption,
repayment or repurchase price shall be calculated in accordance with the terms
of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid
or repurchased on any date on which the amount of such Disqualified Stock is to
be determined pursuant to this Indenture; provided, however, that if such
Disqualified Stock could not be required to be redeemed, repaid or repurchased
at the time of such determination, the redemption, repayment or repurchase price
shall be the book value of such Disqualified Stock as reflected in the most
recent financial statements of such Person.

     "Distribution" in any Proceeding means any payment or distribution of
assets or securities of the Company of any kind or character from any source,
whether in cash, securities or other property made by the Company, custodian,
liquidating trustee or agent or any other person whether pursuant to a plan or
otherwise.

     "Hedging Obligations" of any Person means the obligations of such Person
pursuant to any Interest Rate Agreement or Currency Agreement or similar
Agreement.

     "Indebtedness" means, with respect to any Person on any date of
determination (without duplication):

     (1) the principal in respect of (A) indebtedness of such Person for
borrowed money and (B) indebtedness evidenced by notes, debentures, bonds or
other similar instruments for the payment of which such Person is responsible or
liable, including, in each case, any premium on such indebtedness to the extent
such premium has become due and payable;

                                      -74-
<PAGE>

     (2) any Capitalized Rentals of such Person and all Attributable Debt in
respect of Sale/Leaseback Transactions entered into by such Person;

     (3) all obligations of such Person issued or assumed as the deferred
purchase price of property, all conditional sale obligations of such Person and
all obligations of such Person under any title retention agreement (but
excluding trade accounts payable arising in the ordinary course of business);

     (4) all obligations of such Person for the reimbursement of any obligor on
any letter of credit, bankers' acceptance or similar credit transaction (other
than obligations with respect to letters of credit securing obligations (other
than obligations described in clauses (1) through (3) above) entered into in the
ordinary course of business of such Person to the extent such letters of credit
are not drawn upon or, if and to the extent drawn upon, such drawing is
reimbursed no later than the tenth Business Day following payment on the letter
of credit);

     (5) the amount of all obligations of such Person with respect to the
redemption, repayment or other repurchase of any Disqualified Stock of such
Person or, with respect to any Preferred Stock of any Subsidiary of such Person,
the principal amount of such Preferred Stock to be determined in accordance with
this Indenture (but excluding, in each case, any accrued dividends);

     (6) all obligations of the type referred to in clauses (1) through (5) of
other Persons and all dividends of other Persons for the payment of which, in
either case, such Person is responsible or liable, directly or indirectly, as
obligor, guarantor or otherwise, including by means of any Guarantee;

     (7) all obligations of the type referred to in clauses (1) through (6) of
other Persons secured by any Lien on any property or asset of such Person
(whether or not such obligation is assumed by such Person), the amount of such
obligation being deemed to be the lesser of the value of such property or assets
and the amount of the obligation so secured; and (8) to the extent not otherwise
included in this definition, Hedging Obligations of such Person.

          The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations at such date; provided,
however, that in the case of Indebtedness sold at a discount, the amount of such
Indebtedness at any time will be the accreted value thereof at such time.

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

                                      -75-
<PAGE>

     "Payment Blockage Period" means the period beginning when a Senior
Indebtedness Default Notice is given to the Company and the Trustee and ending
(a) when the default identified in the Senior Indebtedness Default Notice is
cured, waived or otherwise ceases to exist or (b) after 179 or fewer days,
whichever occurs first.

     "Proceeding" A liquidation, dissolution, bankruptcy, insolvency,
reorganization, receivership or similar proceeding under bankruptcy law, an
assignment for the benefit of creditors, any marshalling of assets or
liabilities, or winding up or dissolution, but shall not include any transaction
permitted by and made in compliance with Article 8

     "Senior Indebtedness" means with respect to any Person:

          (1) Indebtedness of such Person, whether outstanding on the Issue Date
     or thereafter Incurred; and

          (2) accrued and unpaid interest (including interest accruing on or
     after the filing of, or which would have accrued but for the filing of, any
     petition in bankruptcy or for reorganization relating to such Person
     whether or not post-filing interest is allowed in such proceeding) in
     respect of (A) indebtedness of such Person for borrowed money, (B) Hedging
     Obligations and (C) indebtedness evidenced by Securities, debentures, bonds
     or other similar instruments for the payment of which such Person is
     responsible or liable

unless, in the case of clauses (1) and (2), in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is
expressly provided that such obligations are subordinate or pari passu in right
of payment to the Securities or the Guaranty of such Person, as the case may be;
provided, however, that Senior Indebtedness shall not include:

          (1) any obligation of such Person to any Subsidiary;

          (2) any liability for Federal, state, local or other taxes owed or
     owing by such Person;

          (3) any accounts payable or other liability to trade creditors arising
     in the ordinary course of business including guarantees thereof or
     instruments evidencing such liabilities)

          (4) any Indebtedness of such Person (and any accrued and unpaid
     interest in respect thereof) which is subordinate or junior in any respect
     to any other Indebtedness or other obligation of such Person; or

          (5) that portion of any Indebtedness which at the time of Incurrence
     is Incurred in violation of this Indenture.

     "Senior Indebtedness Default Notice" means any notice of a default (other
than a Senior Indebtedness Payment Default) that permits the holders of any
Senior Indebtedness to declare such Senior Indebtedness due and payable.

                                      -76-
<PAGE>

     "Senior Indebtedness Payment Default" means a default in the payment of any
principal, premium, if any, sinking fund or interest with respect to any Senior
Indebtedness.

                                 ARTICLE FIFTEEN

                                   CONVERSION

SECTION 15.01. CONVERSION RIGHT AND CONVERSION PRICE.

     If so provided in a Board Resolution, Supplemental Indenture or Officers
Certificate pursuant to Section 3.01, a holder of a Security may convert it into
Common Stock or such other security of the Company at any time before the close
of business on the date specified in the Board Resolution or Officers
Certificate. If the Security is called for redemption, the holder may convert it
at any time before the close of business on the Business Day prior to the
redemption date. The initial conversion prices shall be stated in the Board
Resolution or Officers Certificate, subject to adjustment in certain events. In
certain circumstances the right to convert a Security into Common Stock or such
other security may be changed into a right to convert it into securities, cash
or other assets of the Company or another.

     A Holder may convert a portion of a Security if the portion is $1,000 or a
whole multiple of $1,000. Provisions of this Indenture that apply to conversion
of all of a Security also apply to conversion of a portion of it.

SECTION 15.02. CONVERSION PROCEDURE.

     To convert a Security, a Holder must (1) complete and sign the conversion
notice on the back of the Security, (2) surrender the Security to the Trustee,
(3) furnish appropriate endorsements and transfer documents if required by the
Trustee, (4) pay any transfer or similar tax if required, and (5) provide funds,
if applicable, required pursuant to the next paragraph. The date on which the
Holder satisfies all such requirements is the conversion date. As soon as
practicable, the Company shall deliver, or shall cause the Trustee to deliver,
upon the order of the Holder, a certificate for the number of full shares of
Common Stock or such other security issuable upon the conversion and a check for
any fractional share. The Persons in whose name the certificate is registered
shall be treated as a stockholder of record on and after the conversion date.

     Any Security surrendered for conversion during the period from the close of
business on the record date for any interest payment date to the close of
business on the Business Day next preceding the following interest payment date
shall (unless such Security or portion thereof shall have been called for
redemption on a date fixed for redemption which occurs during the period
beginning at the close of business on such record date and ending at the opening
of business on the first Business Day after the next succeeding interest payment
date, or if such interest payment date is not a Business Day, the second such
Business Day) be accompanied by payment, in New York Clearing House funds or
other funds acceptable to the Company, of an amount equal to the interest
otherwise payable on such interest payment date on the Principal amount being
converted; provided, however, that no such payment need be made if there shall
exist at the

                                      -77-
<PAGE>

conversion date a Default in the payment of interest on the Securities.
Notwithstanding SECTION 3.01, if a holder has paid an amount equal to the
interest otherwise payable in accordance with the preceding sentence and the
Company thereafter defaults in the payment of interest on such interest payment
date, such Defaulted Interest, together with interest thereon shall be paid to
the Person who made such required payment no later than the payment date set in
accordance with SECTION 3.01. Except as provided above in this SECTION 15.02, no
payment or other adjustment shall be made for interest accrued on any Security
converted or for dividends on any securities issued on conversion of the
Security.

     Except as provided in the immediately preceding paragraph, the Company's
delivery of the fixed number of shares of Common Stock or such other security
into which a Security is convertible will be deemed to satisfy the Company's
obligation to pay the Principal amount of the Security and all accrued interest
(and original issue discount) that has not previously been (or is not
simultaneously being) paid. The Common Stock or such other security is treated
as issued first in payment of accrued interest (and original issue discount) and
then in payment of Principal. Thus, accrued interest (and original issue
discount) are treated as paid rather than canceled.

     If a Holder converts more than one Security at the same time, the number of
full shares issuable and payment pursuant to SECTION 15.03 upon the conversion
shall be based on the total Principal amount of the Securities converted.

     Upon surrender of a Security that is converted in part, the Trustee shall
authenticate for the Holder a new Security equal in Principal amount to the
unconverted Principal amount of the Security surrendered.

     If the last day on which a Security may be converted is a Legal Holiday in
a place where the Trustee is located, the Security may be surrendered to the
Company or the Trustee on the next succeeding Business Day.

SECTION 15.03. FRACTIONAL SHARES.

     The Company shall not issue a fractional share of Common Stock or
fractional interest or of such other security upon conversion of a Security.
Instead, the Company shall deliver a check for an amount equal to the current
market value of the fractional share. The current market value of a fraction of
a share shall be determined as follows: Multiply the current market price of a
full share by the fraction. Round the result to the nearest cent.

     The current market price of a share of Common Stock for purposes of this
SECTION 15.03 shall be the Quoted Price of the Common Stock on the last trading
day prior to the conversion date. In the absence of such a quotation, the Board
shall determine the current market price in good faith on the basis of such
information as it considers reasonably appropriate.

SECTION 15.04. TAXES ON CONVERSION.

     If a Holder of a Security converts it, the Company shall pay any
documentary, stamp or similar issue or transfer tax due on the issue of shares
of Common Stock or such other security

                                      -78-
<PAGE>

upon the conversion. However, the Holder shall pay any withholding tax or any
such tax that is due because the shares are issued in a name other than the
Holder's name.

SECTION 15.05. COMPANY TO RESERVE SECURITIES.

     The Company shall at all times reserve out of its authorized but unissued
Common Stock or its Common Stock held in treasury enough shares of Common Stock
to permit the conversion of the Securities, if such Securities are convertible
into Common Stock. If such Securities are convertible into other securities of
the Company, the Company shall at all times maintain sufficient amounts of
authorized but unissued amounts of such securities to permit the conversion of
the Securities.

     All shares of Common Stock or other securities issued upon conversion of
the Securities shall be fully paid and non-assessable and free of any preemptive
or other similar rights.

     The Company shall endeavor to comply with all securities laws regulating
the offer and delivery of shares of Common Stock or other securities upon
conversion of Securities and shall endeavor to list such Common Stock on each
national securities exchange on which the Common Stock is listed.

SECTION 15.06. ADJUSTMENT FOR CHANGE IN CAPITAL STOCK. If the Company:

     (1) pays a dividend or makes a distribution on its Common Stock in shares
   of its Common Stock;

     (2) subdivides its outstanding shares of Common Stock into a greater
   number of shares;

     (3) combines its outstanding shares of Common Stock into a smaller number
   of shares; or

     (4) takes such other action as shall be specified by Board Resolution,
   Supplemental Indenture or Officer's Certificate;

then the conversion privilege and the conversion price in effect immediately
prior to such action shall be proportionately adjusted so that the Holder of a
Security thereafter converted may receive the aggregate number and kind of
shares of Capital Stock of the Company that the Holder would have owned
immediately following such action if the Security had converted immediately
prior to such action.

     Each adjustment contemplated by this SECTION 15.06 shall become effective
immediately after the record date in the case of a dividend or distribution and
immediately after the effective date in the case of a subdivision, combination
or reclassification.

     If after an adjustment a Holder of a Security upon conversion of it may
receive shares of two or more classes of Capital Stock of the Company, the
Board, acting in good faith, shall determine the allocation of the adjusted
conversion price among the classes of Capital Stock.

                                      -79-
<PAGE>

After such allocation, the conversion privilege and the conversion price of each
class of Capital Stock shall thereafter be subject to adjustment on terms
comparable to those applicable to Common Stock in this Article. The term "Common
Stock" shall thereafter apply to each class of Capital Stock and the Company
shall enter into such supplemental Indenture, if any, as may be necessary to
reflect such conversion privilege and conversion price.

     The adjustment contemplated by this SECTION 15.06 shall be made
successively whenever any of the events listed above shall occur.

SECTION 15.07. WHEN DE MINIMIS ADJUSTMENT MAY BE DEFERRED.

     No adjustment in the conversion price need be made unless the adjustment
would require an increase or decrease of at least 1% in the conversion price.
All calculations under this Article shall be made to the nearest cent or to the
nearest 1/100th of a share, as the case may be. Any adjustments that are not
made shall be carried forward and taken into account in any subsequent
adjustment.

SECTION 15.08. WHEN NO ADJUSTMENT REQUIRED.

     No adjustment need be made for a transaction referred to in SECTION 15.06
if Securityholders are permitted to participate in the transaction on a basis
and with notice that the Board determines to be fair and appropriate in light of
the basis and notice on which holders of Common Stock are permitted to
participate in the transaction.

     No adjustments need be made for rights to purchase Common Stock pursuant to
a Company plan for reinvestment of dividends or interest.

     No adjustment need be made for a change in the par value or no par value of
the Common Stock.

     To the extent the Securities become convertible into cash, no adjustment
need be made thereafter as to the cash. Interest will not accrue on the cash.

SECTION 15.09. NOTICE OF ADJUSTMENT.

     Whenever the conversion price is adjusted, the Company shall promptly mail
to Securityholders a notice of the adjustment. The Company shall file with the
Trustee a certificate from the Company's independent public accountants briefly
stating the facts requiring the adjustment and the manner of computing it. The
certificate shall be conclusive evidence that the adjustment is correct, absent
mathematical error.

SECTION 15.10. VOLUNTARY REDUCTION.

     The Company may from time to time reduce the conversion price by any amount
for any period of time if the period is at least 20 days and if the reduction is
irrevocable during the period; provided, however, that in no event may the
conversion price be less than the par value of a share of Common Stock.

                                      -80-
<PAGE>

     Whenever the conversion price is reduced, the Company shall mail to
Securityholders a notice of the reduction. The Company shall mail the notice at
least 15 days before the date the reduced conversion price takes effect. The
notice shall state the reduced conversion price and the period it will be in
effect.

     A reduction of the conversion price does not change or adjust the
conversion price otherwise in effect for purposes of SECTION 15.06.

SECTION 15.11. NOTICE OF CERTAIN TRANSACTIONS.

     If:

     (1) the Company takes any action that would require an adjustment in the
   conversion price pursuant to SECTION 15.06 or an applicable Board Resolution,
   Supplemental Indenture or Officer's Certificate and if the Company does not
   permit Securityholders to participate pursuant to SECTION 15.08;

     (2) the Company takes any action that would require a supplemental
   indenture pursuant to SECTION 15.12; or

     (3) there is a liquidation or dissolution of the Company,

     (4) the Company shall mail to Securityholders a notice stating the
   proposed record date for a dividend or distribution or the proposed effective
   date of a subdivision, combination, reclassification, consolidation, merger,
   transfer, lease, liquidation or dissolution. The Company shall mail the
   notice at least 20 days before such date. Failure to mail the notice or any
   defect in it shall not affect the validity of the transaction.

SECTION 15.12. OFFER TO REPURCHASE UPON A CHANGE OF CONTROL.

     Upon the occurrence of a Change of Control, each Holder shall have the
right to require the Company to repurchase all or any part (equal to $1,000 or
an integral multiple thereof) of that Holder's Securities pursuant to the Change
of Control offer on the terms set forth in this Indenture at an offer price in
cash equal to 101% of the aggregate principal amount of Securities repurchased
plus accrued and unpaid interest, if any, on the Securities repurchased to the
date of purchase. Within 30 days following any Change of Control, the Company
shall mail a notice to each Holder stating:

     (1) the transaction or transactions that constitute the Change of Control;

     (2) that the Change of Control offer is being made pursuant to this
   Section 15.12 and that all Securities tendered shall be accepted for payment;

     (3) the purchase price and the purchase date, which date shall be no
   earlier than 30 days and no later than 60 days from the date the notice is
   mailed;

                                      -81-
<PAGE>

     (4) that any Security not tendered or properly withdrawn shall continue to
   accrue interest;

     (5) that, unless the Company defaults in the payment of the Change of
   Control payment, all Securities accepted for payment pursuant to the Change
   of Control offer shall cease to accrue interest after the Change of Control
   payment date;

     (6) that Holders electing to have any Securities purchased pursuant to a
   Change of Control offer shall be required to surrender the Securities,
   together with such form or forms as may be specified, to a Paying Agent at
   the address specified in the notice prior to the close of business on the
   third Business Day preceding the Change of Control payment date;

     (7) that Holders shall be entitled to withdraw their election if the
   Paying Agent receives, not later than the close of business on the second
   Business Day preceding the Change of Control payment date, a telegram, telex,
   facsimile transmission or letter setting forth the name of the Holder, the
   principal amount of Securities delivered for purchase, and a statement that
   such Holder is withdrawing its election to have the Securities purchased; and

     (8) that Holders whose Securities are being purchased only in part shall
   be issued new Securities equal in principal amount to the unpurchased portion
   of the Securities surrendered, which unpurchased portion must be equal to
   $1,000 in principal amount or an integral multiple thereof.

     On the Change of Control payment date, the Company shall, to the extent
   lawful:

     (1) accept for payment all Securities or portions of Securities validly
   tendered and not properly withdrawn pursuant to the Change of Control offer;

     (2) deposit with the Paying Agent an amount equal to the Change of Control
   payment in respect of all Securities or portions of Securities properly
   tendered and not properly withdrawn pursuant to the Change of Control offer;
   and

     (3) deliver or cause to be delivered to the Trustee the Securities so
   accepted together with an Officers' Certificate stating the aggregate
   principal amount of Securities or portions of Securities being purchased by
   the Company.

     The Paying Agent shall promptly mail to each Holder of Securities validly
tendered and not properly withdrawn the Change of Control payment for such
Securities, and the Trustee shall promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Security equal in principal
amount to any unpurchased portion of the Securities surrendered, if any;
provided that each new Security will be in a principal amount of $1,000 or an
integral multiple thereof.

     The Company shall publicly announce the results of the Change of Control
offer on or as soon as practicable after the Change of Control payment date.

                                      -82-
<PAGE>

     The Company shall not be required to make a Change of Control offer upon a
Change of Control if a third party makes the Change of Control offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Indenture applicable to a Change of Control offer made by the Company
and purchases all Securities validly tendered and not properly withdrawn under
such Change of Control offer.

     The Company shall comply with the Requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Securities as a result of a Change of Control. To the extent
that the provisions of any securities laws or regulations conflict with the
Change of Control provisions of this Indenture, the Company shall comply with
the applicable securities laws and regulations and will not be deemed to have
breached its obligations under this section by virtue of such conflict.

SECTION 15.13. COMPANY DETERMINATION FINAL.

     Any determination that the Company or the Board must make pursuant to
SECTIONS 15.03, 15.06 or 15.08 is conclusive, absent mathematical error. Not
later than the date of making any such determination pursuant to SECTION 15.06
or 15.08, the Company shall deliver to the Trustee an Officers' Certificate
stating the basis upon which such determination was made and, if pursuant to
SECTION 15.06, the calculations by which adjustments under such Sections were
made.

SECTION 15.14. TRUSTEE'S DISCLAIMER.

     The Trustee has no duty to determine when an adjustment under this Article
should be made, how it should be made or what it should be. The Trustee has no
duty to determine whether any provisions of a supplemental indenture under
SECTIONS 15.06 or 15.12 are correct. The Trustee makes no representation as to
the validity or value of any securities or assets issued upon conversion of
Securities. The Trustee shall not be responsible for the Company's failure to
comply with this Article. Each Conversion Agent other than the Company shall
have the same protection under this Section as the Trustee.

SECTION 15.15. ADJUSTMENTS FOR OTHER SECURITIES.

     To the extent the Company issues Securities convertible into securities
other than Common Stock, the Company shall provide for adjustments to the
conversion price, if any, in a Supplemental Indenture applicable to such
Securities.

SECTION 15.16. CERTAIN DEFINITIONS.

Defined terms used in this Article 15 and in Article 14 have the meaning as
specified in Section 14.15.

                                      -83-
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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, as of the day and year first above written.


                                         AMERADA HESS CORPORATION
                                         as the Company


                                         By: /s/ J. Barclay Collins II
                                             -----------------------------------
                                             Name:   J. Barclay Collins II
                                             Title:  Executive Vice President
                                                       and General Counsel

                                         JPMORGAN CHASE BANK, N.A.
                                           as Trustee


                                         By: /s/ Francine Springer
                                             -----------------------------------
                                             Name:   Francine Springer
                                             Title:  Vice President