<PAGE>   1
                                                                     EXHIBIT 4.2

                               OCEAN ENERGY, INC.

                              OFFICERS' CERTIFICATE

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

                                  ESTABLISHING
                          7 1/4% SENIOR NOTES DUE 2011

      Pursuant to the authority delegated to the undersigned by the Executive
Committee of the Board of Directors of Ocean Energy, Inc. (the "Company") by
resolution dated September 25, 2001, the undersigned officers of the Company
hereby adopt this Officers' Certificate for the purpose of establishing a series
of Securities under the Senior Indenture dated as of September 28, 2001 (the
"Indenture) among the Company, Ocean Energy, Inc. (a Louisiana corporation), as
guarantor (the "Guarantor"), and The Bank of New York, as trustee (the
"Trustee"), to be designated the Company's 7 1/4% Senior Notes due 2011 (the
"Senior Notes"). This Officers' Certificate is executed pursuant to Section 2.3
of the Indenture.

      In addition to the terms provided in the Indenture with respect to
Securities of a series issued thereunder, the terms of the Senior Notes shall be
as follows (with all capitalized terms used below having the respective meanings
ascribed thereto in the Indenture):

            (1) Principal Amount. The aggregate principal amount of the Senior
      Notes that may be authenticated and delivered under the Indenture shall
      initially be limited to $350,000,000 (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 2.8, 2.9,
      2.11, 8.5 or 12.3 of the Indenture), provided, however, that the Company
      may, without the consent of the holders of the Senior Notes issue
      additional notes under the Indenture, having the same ranking and the same
      interest, maturities and other terms as the Senior Notes. Any such
      additional notes may, together with the Senior Notes, constitute a single
      series under the Indenture and have the same CUSIP number as the Senior
      Notes.

            (2) Stated Maturity. The principal of the Senior Notes shall be
      payable in full on October 1, 2011, unless earlier redeemed in accordance
      herewith.

            (3) Interest. The unpaid principal of the Senior Notes shall bear
      interest at the rate of 7 1/4% per annum from September 28, 2001 or from
      the most recent interest payment date to which interest has been paid or
      duly provided for, which interest shall be calculated on the basis of a
      360-day year comprised of twelve 30-day months.

            (4) Interest Payment Dates. The interest payment dates with respect
      to the Senior Notes shall be April 1 and October 1 in each year,
      commencing April 1, 2002, and the regular record dates for interest
      payable on any such interest payment date shall be March 15 or September
      15 (whether or not a Business Day), as the case may be, next preceding
      such interest payment date.
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            (5) Office of Payment. Principal of (and premium, if any) and
      interest on the Senior Notes shall be payable at the Corporate Trust
      Office of the Trustee in New York, New York, and the Senior Notes may be
      surrendered for registration of transfer or exchange at such Corporate
      Trust Office, and notices and demands to or upon the Company in respect of
      the Senior Notes and the Indenture may be served at such Corporate Trust
      Office.

            (6) Paying Agent, etc. The Trustee shall initially act as paying
      agent, authenticating agent, transfer agent and security registrar with
      respect to the Senior Notes.

            (7) Guarantee. The Guarantor will guarantee the Company's payment
      obligations on the Senior Notes subject to and in accordance with Article
      XIII of the Indenture. The provisions of Section 3.8 of the Indenture
      shall be applicable to the Senior Notes.

            (8) Redemption. The Senior Notes shall be redeemable in whole or in
      part, at the Company's option, at any time or from time to time, at a
      redemption price equal to the greater of (1) 100% of the principal amount
      of such Senior Notes to be redeemed or (2) the sum of the present values
      of the Remaining Scheduled Payments (as hereinafter defined) on such
      Senior Notes, discounted to the date fixed for redemption in accordance
      with Article XII of the Indenture (the "Redemption Date") on a semiannual
      basis (assuming a 360-day year consisting of twelve 30-day months) at the
      Treasury Rate (as hereinafter defined) plus 50 basis points, plus accrued
      interest on the principal amount being redeemed to the Redemption Date.

            "Treasury Rate" means, with respect to any Redemption Date, the rate
      per annum equal to the semiannual equivalent yield to maturity of the
      Comparable Treasury Issue, assuming a price for the Comparable Treasury
      Issue (expressed as a percentage of its principal amount) equal to the
      Comparable Treasury Price for such Redemption Date.

            "Comparable Treasury Issue" means the United States Treasury
      security selected by an Independent Investment Banker as having a maturity
      comparable to the remaining term of the Senior Notes to be redeemed that
      would be used, at the time of selection and in accordance with customary
      financial practice, in pricing new issues of corporate debt securities of
      comparable maturity to the remaining term of such Senior Notes.

            "Independent Investment Banker" means one of the Reference Treasury
      Dealers appointed by the Trustee after consultation with the Company.

            "Comparable Treasury Price" means, with respect to any Redemption
      Date, (1) the arithmetic average of the bid and ask prices for the
      Comparable Treasury Issue (expressed in each case as a percentage of its
      principal amount) on the third Business Day before such Redemption Date,
      as published in the daily statistical release (or any successor release)
      by the Federal Reserve Bank of New York and designated "Composite 3:30
      p.m. Quotations for U.S. Government Securities" or (2) if such release (or
      any successor release) is not available or does not contain such prices on
      such Business Day,

                                       2
<PAGE>   3
      the arithmetic average of the Reference Treasury Dealer Quotations for
      such Redemption Date.

            "Reference Treasury Dealer" means Credit Suisse First Boston
      Corporation, J. P. Morgan Securities Inc. and Banc of America
      Securities LLC and their respective successors; provided, however, that
      if any such entity ceases to be a primary U. S. Government securities
      dealer in New York City (a "Primary Treasury Dealer"), the Company
      shall substitute therefor another Primary Treasury Dealer.

            "Reference Treasury Dealer Quotations" means, with respect to each
      Reference Treasury Dealer and any Redemption Date, the arithmetic average,
      as determined by the Trustee, of the bid and ask prices for the Comparable
      Treasury Issue (expressed in each case as a percentage of its principal
      amount) quoted in writing to the Trustee by such Reference Treasury Dealer
      by 5:00 p.m. on the third Business Day before such Redemption Date.

            "Remaining Scheduled Payments" means the remaining scheduled
      payments of the principal of the Senior Notes to be redeemed and interest
      thereon that would be due after the related Redemption Date but for such
      redemption; provided, however, that, if such Redemption Date is not an
      interest payment date, the amount of the next succeeding scheduled
      interest payment thereon will be reduced by the amount of interest accrued
      thereon to such Redemption Date.

            (9) Change of Control Offer. (i) Upon the occurrence of a Change of
      Control Triggering Event, the Company shall be obligated to make an offer
      to purchase all of the then outstanding Senior Notes (a "Change of Control
      Offer"), and shall purchase, on a Business Day (the "Change of Control
      Purchase Date") not more than 70 nor less than 30 days following the date
      of the Change of Control Triggering Event, all of the then outstanding
      Senior Notes validly tendered pursuant to such Change of Control Offer, at
      a purchase price (the "Change of Control Purchase Price") equal to 101% of
      the principal amount thereof plus accrued and unpaid interest, if any, to
      the Change of Control Purchase Date. The Change of Control Offer is
      required to remain open for at least 20 Business Days and until the close
      of business on the Change of Control Purchase Date.

                  (ii) Not later than the 30th day following the date of the
            Change of Control Triggering Event, the Company shall give to the
            Trustee and each Holder of the Senior Notes, in the manner provided
            in Section 11.4 of the Indenture, a notice (the "Change of Control
            Notice") stating:

                        (A) that a Change of Control Triggering Event has
                  occurred and that such Holder has the right to require the
                  Company to repurchase such Holder's Senior Notes, or portion
                  thereof equal to an integral multiple of $1,000, at the Change
                  of Control Purchase Price;

                        (B) any information regarding such Change of Control
                  Triggering Event required to be furnished pursuant to Rule
                  14e-1 under

                                       3
<PAGE>   4
                  the Securities Exchange Act of 1934 (the "Exchange Act") and
                  any other securities laws and regulations thereunder;

                        (C) the Change of Control Purchase Date, which shall be
                  on a Business Day and no earlier than 30 days nor later than
                  70 days after the date of the Change of Control Triggering
                  Event;

                        (D) that any Senior Note, or portion thereof, not
                  tendered or accepted for payment will continue to accrue
                  interest;

                        (E) that unless the Company defaults in depositing money
                  with the paying agent in accordance with paragraph (v) of this
                  Section (9), or payment is otherwise prevented, any Senior
                  Note, or portion thereof, accepted for payment pursuant to the
                  Change of Control Offer shall cease to accrue interest after
                  the Change of Control Purchase Date; and

                        (F) the instructions a Holder must follow in order to
                  have its Senior Notes repurchased in accordance with paragraph
                  (iv) of this Section (9).

                  (iii) The Company will not be required to make a Change of
            Control Offer upon a Change of Control Triggering Event if a third
            party makes the Change of Control Offer at the same purchase price,
            at the same times and otherwise in substantial compliance with the
            requirements applicable to a Change of Control Offer made by the
            Company and purchases all Senior Notes validly tendered and not
            withdrawn under such Change of Control Offer.

                  (iv) Holders electing to have Senior Notes purchased will be
            required to surrender such Senior Notes to the Company at the
            address specified in the Change of Control Notice at least five
            Business Days prior to the Change of Control Purchase Date.
            Repurchases of Senior Notes in part may be elected only for portions
            of Senior Notes having a principal amount of $1,000 or an integral
            multiple thereof. Holders will be entitled to withdraw their
            election if the Company receives, not later than three Business Days
            prior to the Change of Control Purchase Date, a telegram, telex,
            facsimile transmission or letter setting forth the name of the
            Holder, the certificate number(s) and principal amount of the Senior
            Notes delivered for purchase by the Holder as to which his election
            is to be withdrawn and a statement that such Holder is withdrawing
            his election to have such Senior Notes purchased. Holders whose
            Senior Notes are purchased only in part will be issued new Senior
            Notes equal in principal amount to the unpurchased portion of the
            Senior Notes surrendered.

                  (v) On the Change of Control Purchase Date, the Company shall
            (A) accept for payment Senior Notes or portions thereof tendered
            pursuant to a Change of Control Offer, (B) deposit with the paying
            agent money sufficient to pay the purchase price of all Senior Notes
            or portions thereof so tendered, and (C) deliver or cause to be
            delivered to the Trustee the Senior Notes so accepted. The

                                       4
<PAGE>   5
            paying agent shall promptly mail or deliver to Holders of the Senior
            Notes so tendered payment in an amount equal to the purchase price
            for the Senior Notes, and the Company will promptly execute and the
            Trustee will promptly authenticate and mail or make available for
            delivery to such Holders a new Senior Note equal in principal amount
            to any unpurchased portion of the Senior Note which any such Holder
            did not surrender for purchase. The Company shall announce the
            results of a Change of Control Offer on or as soon as practicable
            after the Change of Control Purchase Date.

                  (vi) The Company shall comply with Rule 14e-1 under the
            Exchange Act and any other securities laws and regulations
            thereunder to the extent such laws and regulations are applicable,
            in the event that a Change of Control Triggering Event occurs and
            the Company is required to purchase Senior Notes as described above.

                  (vii) For all purposes of this Section (9), the following
            terms shall have the respective meanings specified below (except as
            otherwise expressly provided or unless the context otherwise clearly
            requires):

            "Change of Control" means the occurrence of any of the following
      events: (a) any "person" or "group" (as such terms are used in Sections
      13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner"
      (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
      of more than 50% of the Company's total Voting Stock; (b) the Company is
      merged with or into or consolidated with another Person and, immediately
      after giving effect to the merger or consolidation, (A) less than 50% of
      the total voting power of the outstanding Voting Stock of the surviving or
      resulting Person is then "beneficially owned" (within the meaning of Rule
      13d-3 under the Exchange Act) in the aggregate by (x) the Company's
      stockholders immediately prior to such merger or consolidation, or (y) if
      a record date has been set to determine the stockholders of the Company
      entitled to vote with respect to such merger or consolidation, the
      stockholders of the Company as of such record date and (B) any "person" or
      "group" (as defined in Section 13(d)(3) or 14(d)(2) of the Exchange Act),
      has become the direct or indirect "beneficial owner" (as defined in Rule
      13d-3 under the Exchange Act) of more than 50% of the total voting power
      of the Voting Stock of the surviving or resulting Person; (c) during any
      consecutive two-year period, individuals who at the beginning of such
      period constituted the Company's board of directors (together with any new
      directors whose election by such board of directors or whose nomination
      for election by the Company's stockholders was approved by a vote of a
      majority of the directors then still in office who were either directors
      at the beginning of such period or whose election or nomination for
      election was previously so approved) cease for any reason to constitute a
      majority of the Company's board of directors then in office; or (d) the
      liquidation or dissolution of the Company.

            "Change of Control Triggering Event" means the first occurrence of
      both a Change of Control and a related Rating Decline.

                                       5
<PAGE>   6
            "Investment Grade" means (i) with respect to Moody's, a rating of at
      least "Baa3" (or equivalent successor category); (ii) with respect to S&P,
      a rating of at least "BBB-" (or equivalent successor category); and (iii)
      with respect to another Rating Agency, a rating that is at least the
      equivalent of the category specified in clause (i) or (ii), as applicable,
      for the Rating Agency for which such Rating Agency has been substituted.

            "Moody's" means Moody's Investors Service, Inc. or any successor
      to the rating agency business thereof.

            "Rating Agency" means each of S&P and Moody's, or if S&P or Moody's
      or both shall not make a rating on the Senior Notes publicly available, a
      nationally recognized statistical rating agency or agencies, as the case
      may be, selected by the Company (as certified by a resolution of the Board
      of Directors of the Company), which shall be substituted for S&P or
      Moody's, or both, as the case may be.

            "Rating Decline" means with respect to each of the two Rating
      Agencies there has been either (i) a reduction in the rating of the Senior
      Notes by such Rating Agency to a rating that is not Investment Grade or
      (ii) a withdrawal of the rating of the Senior Notes by such Rating Agency;
      provided, however, that any such reduction or withdrawal by a Rating
      Agency (x) occurs not later than the date 30 days following the date of
      public notice of the occurrence of a Change of Control and (y) is due to
      such Change of Control.

            "S&P" means Standard & Poor's Ratings Group, Inc., or any
      successor to the rating agency business thereof.

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

            (10) No Sinking Fund. The Senior Notes shall not be subject to a
      sinking fund requirement.

            (11) Denominations. The Senior Notes shall be issuable in
      denominations of $1,000 and integral multiples thereof.

            (12) Defeasance. The Senior Notes shall be subject to defeasance as
      provided in Section 10.1(C) of the Indenture.

            (13) Depositary. The Senior Notes shall be issued initially wholly
      in the form of Global Securities, and The Depository Trust Company shall
      be the initial Depositary with respect thereto.

            (14) Form of Note. The Senior Notes shall be in substantially the
      form attached hereto as Exhibit A, which is incorporated herein by
      reference.

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<PAGE>   7
      IN WITNESS WHEREOF, the undersigned have duly executed this Officers'
Certificate as of the 28th day of September, 2001.

                                    OCEAN ENERGY, INC.



                              By: /s/ Robert K. Reeves
                                  -------------------------------------
                              Name:   Robert K. Reeves
                              Title:  Executive Vice President, General
                                      Counsel and Secretary


                              By: /s/ Stephen A. Thorington
                                  -------------------------------------
                              Name:   Stephen A. Thorington
                              Title:  Senior Vice President - Finance
                                      and Corporate Development

                                       7
<PAGE>   8

                                                                       EXHIBIT A

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                               OCEAN ENERGY, INC.

                          7 1/4% Senior Notes due 2011

NO. ___                                                     CUSIP NO.  67481EAA4

         OCEAN ENERGY, INC., a corporation duly organized and existing under the
laws of the State 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 Cede & Co., or registered assigns, the
principal sum of ________________________ on October 1, 2011, and to pay
interest thereon from September 28, 2001 or from the most recent interest
payment date to which interest has been paid or duly provided for, semiannually
in arrears on April 1 and October 1 in each year, commencing April 1, 2002, at
the rate of 7 1/4% per annum, until the principal hereof is fully paid or made
available for full payment. 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 Note is registered at the close of
business on the March 15 or September 15 (whether or not a Business Day), as the
case may be, next preceding such interest payment date (a "Regular Record
Date"). Notwithstanding the foregoing, if and to the extent the Company shall
default in the payment of the interest due on 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 such defaulted
interest shall instead be paid to the Person

<PAGE>   9

in whose name this Note is registered (a) at the close of business on a
subsequent record date (which shall be not less than five Business Days prior to
the date of payment of such defaulted interest) established by notice given by
mail by or on behalf of the Company to the Holders of Notes not less than 15
days preceding such subsequent record date or (b) as determined by such other
procedure as is mutually acceptable to the Company and the Trustee, all as more
fully described in the Indenture.

         Payment of the principal of (and premium, if any) and interest on this
Note shall be made at the Corporate Trust Office of the Trustee in New York, New
York, or at such other office or agency of the Company as it may designate for
such purpose pursuant to the Indenture hereinafter referred to, in such
immediately available funds of the United States of America as at the time of
payment are legal tender for payment of public and private debts.

         Reference is hereby made to the further provisions of this Note set
forth below, which further provisions shall for all purposes have the same
effect as if set forth in this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to below by manual signature of an authorized officer, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

Dated: _____________, _____

                                       OCEAN ENERGY, INC.

                                        By:
                                           -------------------------------------
                                             Stephen A. Thorington
                                             Senior Vice President - Finance
                                             and Corporate Development


ATTEST:


--------------------------------------
Robert K. Reeves
Secretary

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<PAGE>   10


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                   THE BANK OF NEW YORK
                                   as Trustee


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

                                      3


<PAGE>   11


                           FORM OF REVERSE OF SECURITY

         This Note is one of a duly authorized issue of Securities of the
Company (such issue being herein called the "Notes"), issued and to be issued in
one or more series under the Senior Indenture, dated as of September 28, 2001
(herein, together with the Officer's Certificate establishing the terms of the
Notes, called the "Indenture"), among the Company, Ocean Energy, Inc. (a
Louisiana corporation), as guarantor (herein called the "Guarantor") and The
Bank of New York, as Trustee (herein called the "Trustee," which term includes
any additional successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitation of rights, duties and immunities thereunder of
the Company, the Guarantor, the Trustee and the Holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and delivered.
Capitalized terms used but not defined herein are defined in the Indenture and
used herein with the same meanings ascribed to them therein. This Note is a
Global Security representing the entire principal amount of the series
designated on the face hereof, limited in aggregate principal amount to
$350,000,000 except as set forth in the Indenture.

         The Guarantor will guarantee the Company's obligations on the Notes
subject to and in accordance with the terms of the Indenture.

         As further described in the Indenture, the Notes shall be redeemable in
whole or in part, at the Company's option at any time, at a redemption price
equal to the greater of (1) 100% of the principal amount of such Notes to be
redeemed or (2) the sum of the present values of the Remaining Scheduled
Payments on such Notes, discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 50 basis points, plus accrued interest on the principal amount being
redeemed to the redemption date.

         As further described in the Indenture, upon the occurrence of a Change
of Control Triggering Event, the Company shall be obligated to make an offer to
purchase all of the then outstanding Notes (a "Change of Control Offer"), and
shall purchase, on a Business Day (the "Change of Control Purchase Date") not
more than 70 nor less than 30 days following the Change of Control Triggering
Event, all of the then outstanding Notes validly tendered pursuant to such
Change of Control Offer, at a purchase price (the "Change of Control Purchase
Price") equal to 101% of the principal amount thereof plus accrued and unpaid
interest, if any, to the Change of Control Purchase Date.

         The Notes shall not be subject to a sinking fund requirement.

         The Indenture contains provisions for defeasance of the entire
indebtedness of the Notes upon compliance by the Company with certain conditions
set forth therein.

         If an Event of Default with respect to the Notes shall occur and be
continuing, the unpaid principal of the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.

                                       1

<PAGE>   12

         The Indenture contains provisions permitting the Company and the
Trustee with the consent of the Holders of not less than a majority in aggregate
principal amount of the Notes then Outstanding under the Indenture and affected
thereby, evidenced as provided in the Indenture, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or modifying
in any manner the rights of the Holders of the Notes. It is also provided in the
Indenture that the Holders of a majority in aggregate principal amount of the
Notes then Outstanding may on behalf of the Holders of all of the Notes waive
any past default or Event of Default under the Indenture and its consequences
except a default in the payment of the principal of or interest on any of the
Notes . Any such consent or waiver by the Holder of this Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder and
upon all future Holders and owners of this Note and any Notes which may be
issued in exchange or substitution herefor, irrespective of whether or not any
notation thereof is made upon this Note or such other Notes.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, and at the rates and in the coin or currency
herein provided.

         As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Note shall have any right to institute any proceeding with respect
to the Indenture or for any remedy thereunder, unless such Holder shall have
previously given to the Trustee written notice of default and the continuance
thereof, as provided in the Indenture, and unless the Holders of not less than
25% in principal amount of the Notes then Outstanding shall have made written
request, and offered reasonable indemnity, to the Trustee to institute such
proceeding as trustee, and the Trustee shall have failed to institute such
proceeding within 60 days; provided, however, that such limitations shall not
without the consent of such Holder impair the right of a Holder hereof to
institute suit for the enforcement of payment of the principal of or interest on
this Note on or after the respective due dates expressed herein.

         This Note shall be exchangeable for Notes registered in the names of
Persons other than the Depositary with respect to such series or its nominee
only as provided in this paragraph. This Note shall be so exchangeable if (i)
such Depositary notifies the Company that it is unwilling, unable or ineligible
to continue as Depositary for this Note and a successor Depositary is not
appointed by the Company within 90 days or (ii) the Company executes and
delivers to the Trustee a written order providing that this Note shall be so
exchangeable. Notes so issued in exchange for this Note shall be of the same
series and of like tenor, in authorized denominations and in the aggregate
having the same unpaid principal amount as this Note and registered in such
names as such Depositary shall direct. Individual Notes so issued will be issued
in registered form and denominations, unless otherwise specified by the Company,
of $1,000 and integral multiples thereof.

                                       2

<PAGE>   13

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the security register
maintained for that purpose, upon surrender of this Note for registration of
transfer at the office or agency of the Company in any place where the principal
of (and premium, if any) and interest on this Note are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder hereof or its attorney
duly authorized in writing, and thereupon on or more new Notes of this series,
and of like tenor, of authorized denominations and for the same aggregate unpaid
principal amount, shall be issued to the designated transferee or transferees.
At the date of the original issuance of this Note, such office or agency of the
Company is maintained by the Trustee at its Corporate Trust Office, 101 Barclay
Street, Floor 21 West, New York, New York.

         Prior to due presentment of this Note 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 Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary. All
payments made to or upon the order of such registered Holder shall, to the
extent of the sum or sums so paid, satisfy and discharge the liability for
moneys payable on this Note.

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

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

         The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York.

                                       3

<PAGE>   14


                                 ASSIGNMENT FORM

         I or we assign and transfer this Note to

________________________________________________________________________________

________________________________________________________________________________
(Print or type name, address and zip code of assignee or transferee)



________________________________________________________________________________
(Insert Social Security or other identifying number of assignee or transferee)
and irrevocably appoint_________________________________________________________
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.

Dated: ____________________________ Signed: ____________________________________
                                            (Sign exactly as name appears above
                                             or on the other side of this Note)

Signature Guarantee: ______________________________________________________
                      Participant in a recognized Signature Guarantee
                      Medallion Program (or other signature guarantor
                      program reasonably acceptable to the Trustee)

                                       4