<PAGE>   1
                                                                     EXHIBIT 4.1


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


                               OCEAN ENERGY, INC.,
                       A DELAWARE CORPORATION, AS ISSUER,


                               OCEAN ENERGY, INC.,
                            A LOUISIANA CORPORATION,
                             AS SUBSIDIARY GUARANTOR
                           (TO THE EXTENT APPLICABLE)


                                       AND


                        THE BANK OF NEW YORK, AS TRUSTEE


                                   ----------


                                Senior Indenture


                         Dated as of September 28, 2001



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


                              CROSS REFERENCE SHEET

         Provisions of Trust Indenture Act of 1939 and Indenture to be dated as
of September 28, 2001 among OCEAN ENERGY, INC., a Delaware corporation, OCEAN
ENERGY, INC., a Louisiana corporation and The Bank of New York:

<Table>
<Caption>
Section of the Act                           Section of the Indenture
------------------                           ------------------------
<S>                                          <C>
310(a)(1), (2) and (5).......................6.9
310(a)(3) and (4)............................Inapplicable
310(b).......................................6.8 and 6.10(a), (b) and (d)
310(c).......................................Inapplicable
311(a).......................................6.13(a) and (c)
311(b).......................................6.13(b) and (c)
311(c).......................................Inapplicable
312(a).......................................4.1 and 4.2(a)
312(b).......................................4.2(a) and (b)(i) and (ii)
312(c).......................................4.2(c)
313(a).......................................4.4(a)(i), (ii), (iii), (iv), (v),
                                                (vi) and (vii)
313(a)(5)....................................Inapplicable
313(b)(1)....................................Inapplicable
313(b)(2)....................................4.4(b)
313(c).......................................4.4(c)
313(d).......................................4.4(d)
314(a).......................................4.3
314(b........................................Inapplicable
314(c)(1) and (2)............................11.5
314(c)(3)....................................Inapplicable
314(d).......................................Inapplicable
314(e).......................................11.5
314(f).......................................Inapplicable
315(a), (c) and (d)..........................6.1
315(b).......................................5.8
315(e).......................................5.9
316(a)(1)....................................5.7
316(a) (2)...................................Not required
316(a) (last sentence........................7.4
316(b).......................................5.4
317(a).......................................5.2
317(b).......................................3.5(a)
318(a).......................................11.7
</Table>

*This Cross Reference Sheet is not part of the Indenture.

                                      -i-

<PAGE>   3



                                TABLE OF CONTENTS


<TABLE>
<S>                      <C>                                                                                    <C>
                                   ARTICLE ONE
                                   DEFINITIONS

Section 1.1              Definitions..............................................................................1

                                   ARTICLE TWO
                                   SECURITIES

Section 2.1              Forms Generally..........................................................................8
Section 2.2              Form of Trustee's Certificate of Authentication..........................................8
Section 2.3              Amount Unlimited, Issuable in Series.....................................................9
Section 2.4              Authentication and Delivery of Securities...............................................11
Section 2.5              Execution of Securities.................................................................13
Section 2.6              Certificate of Authentication...........................................................14
Section 2.7              Denomination and Date of Securities; Payments of Interest...............................14
Section 2.8              Registration Transfer and Exchange......................................................15
Section 2.9              Mutilated, Defaced, Destroyed, Lost and Stolen Securities...............................17
Section 2.10             Cancellation of Securities; Disposition Thereof.........................................18
Section 2.11             Temporary Securities....................................................................18
Section 2.12             CUSIP Numbers...........................................................................19

                                  ARTICLE THREE
                             COVENANTS OF THE ISSUER

Section 3.1              Payment of Principal and Interest.......................................................19
Section 3.2              Offices for Notices and Payments, etc...................................................19
Section 3.3              No Interest Extension...................................................................19
Section 3.4              Appointments to Fill Vacancies in Trustee's Office......................................20
Section 3.5              Provision as to Paying Agent............................................................20
Section 3.6              Restriction on Creation of Secured Debt.................................................21
Section 3.7              Restriction on Sale and Leaseback Transactions..........................................22
Section 3.8              Additional Subsidiary Guarantors........................................................23
This Section 3.8 shall apply to any series of Securities unless otherwise provided with respect to such
                         series pursuant to Section 2.3.  With respect to any series of Securities to
                         which this Section 3.8 applies, the Issuer shall not at any time permit any
                         Restricted Subsidiary to guarantee the payment of any indebtedness of the Issuer
                         unless:.................................................................................23
</TABLE>

                                      -i-
<PAGE>   4

<TABLE>
<S>                      <C>                                                                                    <C>
                                  ARTICLE FOUR
                    SECURITYHOLDERS LISTS AND REPORTS BY THE
                             ISSUER AND THE TRUSTEE

Section 4.1              Issuer to Furnish Trustee Information as to Names and Addresses of
                         Securityholders.........................................................................24
Section 4.2              Preservation and Disclosure of Securityholders Lists....................................24
Section 4.3              Reports by the Issuer...................................................................25
Section 4.4              Reports by the Trustee..................................................................26

                                  ARTICLE FIVE
                  REMEDIES OF THE TRUSTEE AND SECURITY HOLDERS
                               ON EVENT OF DEFAULT

Section 5.1              Events of Default.......................................................................28
Section 5.2              Payment of Securities on Default; Suit Therefor.........................................30
Section 5.3              Application of Moneys Collected by Trustee..............................................32
Section 5.4              Proceedings by Securityholders..........................................................32
Section 5.5              Proceedings by Trustee..................................................................33
Section 5.6              Remedies Cumulative and Continuing......................................................33
Section 5.7              Direction of Proceedings; Waiver of Defaults by Majority of Securityholders.............34
Section 5.8              Notice of Defaults......................................................................34
Section 5.9              Undertaking to Pay Costs................................................................34

                                   ARTICLE SIX
                             CONCERNING THE TRUSTEE

Section 6.1              Duties and Responsibilities of the Trustee; During Default; Prior to Default............35
Section 6.2              Certain Rights of the Trustee...........................................................36
Section 6.3              Trustee Not Responsible for Recitals, Disposition of Securities or Application
                         of Proceeds Thereof.....................................................................37
Section 6.4              Trustee and Agents May Hold Securities; Collections, etc................................37
Section 6.5              Moneys Held by Trustee..................................................................37
Section 6.6              Compensation and Indemnification of Trustee and Its Prior Claim.........................38
Section 6.7              Right of Trustee to Rely on Officers' Certificate, etc..................................38
Section 6.8              Qualification of Trustee; Conflicting Interests.........................................38
Section 6.9              Persons Eligible for Appointment as Trustee.............................................44
Section 6.10             Resignation and Removal; Appointment of Successor Trustee...............................45
Section 6.11             Acceptance of Appointment by Successor Trustee..........................................46
Section 6.12             Merger, Conversion, Consolidation or Succession to Business of Trustee..................47
</TABLE>


                                      -ii-
<PAGE>   5


<TABLE>
<S>                      <C>                                                                                    <C>
Section 6.13             Preferential Collection of Claims Against the Issuer....................................47
Section 6.14             Appointment of Authenticating Agent.....................................................51

                                  ARTICLE SEVEN
                         CONCERNING THE SECURITYHOLDERS

Section 7.1              Evidence of Action Taken by Securityholders.............................................52
Section 7.2              Proof of Execution of Instruments and of Holding of Securities..........................52
Section 7.3              Holders to be Treated as Owners.........................................................52
Section 7.4              Securities Owned by Issuer Deemed Not Outstanding.......................................53
Section 7.5              Right of Revocation of Action Taken.....................................................53
Section 7.6              Record Date for Consents and Waivers....................................................54

                                  ARTICLE EIGHT
                             SUPPLEMENTAL INDENTURES

Section 8.1              Supplemental Indentures Without Consent of Securityholders..............................54
Section 8.2              Supplemental Indentures with Consent of Securityholders.................................55
Section 8.3              Effect of Supplemental Indenture........................................................57
Section 8.4              Documents to Be Given to Trustee........................................................57
Section 8.5              Notation on Securities in Respect of Supplemental Indentures............................57

                                  ARTICLE NINE
                  CONSOLIDATION, MERGER, SALE, LEASE, EXCHANGE
                              OR OTHER DISPOSITION

Section 9.1              Issuer May Consolidate, etc., on Certain Terms..........................................57
Section 9.2              Successor Corporation to be Substituted.................................................58
Section 9.3              Opinion of Counsel to be Given Trustee..................................................59

                                   ARTICLE TEN
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Section 10.1             Satisfaction and Discharge of Indenture.................................................59
Section 10.2             Application by Trustee of Funds Deposited for Payment of Securities.....................61
Section 10.3             Repayment of Moneys Held by Paying Agent................................................62
Section 10.4             Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years...............62
Section 10.5             Indemnity for U.S. Government Obligations...............................................62
</TABLE>



                                     -iii-
<PAGE>   6
<TABLE>
<S>                      <C>                                                                                    <C>
                                 ARTICLE ELEVEN
                            MISCELLANEOUS PROVISIONS

Section 11.1             Partners, Incorporators, Stockholders, Officers and Directors of Issuer Exempt
                         from Individual Liability...............................................................62
Section 11.2             Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities.......63
Section 11.3             Successors and Assigns of Issuer Bound by Indenture.....................................63
Section 11.4             Notices and Demands on Issuer, Trustee and Holders of Securities........................63
Section 11.5             Officers' Certificates and Opinions of Counsel; Statements to Be Contained
                         Therein.................................................................................63
Section 11.6             Payments Due on Saturdays, Sundays and Holidays.........................................64
Section 11.7             Conflict of Any Provision of Indenture with Trust Indenture Act of 1939.................65
Section 11.8             GOVERNING LAW...........................................................................65
Section 11.9             Counterparts............................................................................65
Section 11.10            Effect of Headings......................................................................65

                                 ARTICLE TWELVE
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

Section 12.1             Applicability of Article................................................................65
Section 12.2             Notice of Redemption; Partial Redemptions...............................................65
Section 12.3             Payment of Securities Called for Redemption.............................................66
Section 12.4             Exclusion of Certain Securities from Eligibility for Selection for Redemption...........67
Section 12.5             Mandatory and Optional Sinking Funds....................................................67

                                ARTICLE THIRTEEN
                                   GUARANTEES

Section 13.1             Subsidiary Guarantees...................................................................70
Section 13.2             Execution and Delivery of Subsidiary Guarantee..........................................71
Section 13.3             Subsidiary Guarantors May Consolidate, Etc., on Certain Terms...........................71
Section 13.4             Releases of Subsidiary Guarantees.......................................................71
Section 13.5             Limitation on Subsidiary Guarantor Liability; Contribution..............................72

</TABLE>


                                      -iv-
<PAGE>   7


         THIS SENIOR INDENTURE, dated as of September 28, 2001 among OCEAN
ENERGY, INC., a Delaware corporation (the "Issuer"), OCEAN ENERGY, INC., a
Louisiana corporation and The Bank of New York, a New York banking corporation,
as trustee (the "Trustee").

                              W I T N E S S E T H:

         WHEREAS, the Issuer has duly authorized the issuance from time to time
of its unsecured senior debentures, notes or other evidences of indebtedness to
be issued in one or more series (the "Securities") up to such principal amount
or amounts as may from time to time be authorized in accordance with the terms
of this Indenture;

         WHEREAS, the Issuer has duly authorized the execution and delivery of
this Indenture to provide, among other things, for the authentication, delivery
and administration of the Securities; and

         WHEREAS, all things necessary to make this Indenture a valid indenture
and agreement according to its terms have been undertaken and completed;

         NOW, THEREFORE:

         In consideration of the premises and the purchases of the Securities by
the Holders (as hereinafter defined) thereof, the Issuer and the Trustee
mutually covenant and agree for the equal and proportionate benefit of the
respective Holders from time to time of the Securities as follows:

                                  ARTICLE ONE
                                   DEFINITIONS

         Section 1.1 Definitions. For all purposes of this Indenture and of any
indenture supplemental hereto the following terms shall have the respective
meanings specified in this Section 1.1 (except as otherwise expressly provided
or unless the context otherwise clearly requires). All other terms used in this
Indenture that are defined in the Trust Indenture Act of 1939, including terms
defined therein by reference to the Securities Act of 1933, as amended, shall
have the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture (except as herein
otherwise expressly provided or unless the context otherwise clearly requires).

         All accounting terms used herein and not expressly defined shall have
the meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term "generally accepted accounting principles"
means such accounting principles as are generally accepted at the time of any
computation.

         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. The expressions "date of this Indenture", "date
hereof", "date as of which this Indenture is dated" and "date of execution and
delivery of this Indenture" and other expressions of similar import refer to the
effective date of the original execution and delivery of this Indenture, viz.
September 28, 2001.


<PAGE>   8


         The terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular.

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

         "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.

         "Authenticating Agent" shall have the meaning set forth in Section
6.14.

         "Bankruptcy Code" means the United States Bankruptcy Code, 11 United
States Code Sections 101 et seq., or any successor statute thereto.

         "Board of Directors" means either the Board of Directors of the Issuer
or any committee of such Board duly authorized to act on its behalf.

         "Board Resolution" means one or more resolutions, certified by the
secretary or an assistant secretary of the Issuer to have been duly adopted or
consented to by the Board of Directors and to be in full force and effect.

         "Business Day" means, with respect to any Security, a day that (a) in
the Place of Payment (or in any of the Places of Payment, if more than one) in
which amounts are payable, as specified in the form of such Security, and (b) in
the city in which the Corporate Trust Office is located, is not a day on which
banking institutions are authorized or required by law or regulation to close.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution and delivery of this Indenture
such Commission is not existing and performing the duties now assigned to it
under the Trust Indenture Act of 1939, then the body performing such duties on
such date.

         "Consolidated Net Tangible Assets" means the aggregate amount of assets
included on the most recent consolidated balance sheet of the Issuer and its
Restricted Subsidiaries, less applicable reserves and other properly deductible
items and after deducting therefrom (a) all current liabilities and (b) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and

                                      -2-
<PAGE>   9

other like intangibles, all in accordance with generally accepted accounting
principles consistently applied.

         "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located in New York, New York.

         "Depositary" means, with respect to the Securities of any series
issuable or issued in the form of one or more Global Securities, the Person
designated as Depositary by the Issuer pursuant to Section 2.3 until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Depositary" shall mean or include each Person who is
then a Depositary hereunder, and, if at any time there is more than one such
Person, "Depositary" as used with respect to the Securities of any such series
shall mean the Depositary with respect to the Global Securities of such series.

         "Event of Default" means any event or condition specified as such in
Section 5.1.

         "Global Security" means a Security evidencing all or a part of a series
of Securities issued to the Depositary for such series in accordance with
Section 2.3 and bearing the legend prescribed in Section 2.4.

         "Holder", "Holder of Securities", "Securityholder" or other similar
terms mean, in the case of any Security, the person in whose name such Security
is registered in the security register kept by the Issuer for that purpose in
accordance with the terms hereof.

         "Indenture" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or supplemented
or both, including, for all purposes of this instrument and any such supplement,
the provisions of the Trust Indenture Act of 1939 that are deemed to be a part
of and govern this instrument and any such supplement, respectively, and shall
include the forms and terms of particular series of Securities established as
contemplated hereunder.

         The term "interest" means, when used with respect to non-interest
bearing Securities (including, without limitation, any Original Issue Discount
Security that by its terms bears interest only after maturity or upon default in
any other payment due on such Security), interest payable after maturity
(whether at stated maturity, upon acceleration or redemption or otherwise) or
after the date, if any, on which the Issuer becomes obligated to acquire a
Security, whether upon conversion, by purchase or otherwise.

         "Issuer" means (except as otherwise provided in Section 6.8) Ocean
Energy, Inc., a Delaware corporation, and, subject to Article Nine, its
successors and assigns.

         "Issuer Order" means a written statement, request or order of the
Issuer which is signed in its name by the chairman of the Board of Directors,
the president or any vice president of the Issuer.

                                      -3-
<PAGE>   10


         "Officers' Certificate", when used with respect to the Issuer, means a
certificate signed by the chairman of the Board of Directors, the president, or
any vice president and by the treasurer, any assistant treasurer, the
controller, any assistant controller, the secretary or any assistant secretary
of the Issuer. Each such certificate shall include the statements provided for
in Section 11.5 if and to the extent required by the provisions of such Section
11.5. One of the officers signing an Officers' Certificate given pursuant to
Section 4.3 shall be the principal executive, financial or accounting officer of
the Issuer.

         "Opinion of Counsel" means an opinion in writing signed by the chief
counsel of the Issuer or any Subsidiary Guarantor or by such other legal counsel
who may be an employee of or counsel to the Issuer and who shall be satisfactory
to the Trustee. Each such opinion shall include the statements provided for in
Section 11.5, if and to the extent required by the provisions of such Section
11.5.

         The term "original issue date" of any Security (or portion thereof)
means the earlier of (a) the date of such Security or (b) the date of any
Security (or portion thereof) for which such Security was issued (directly or
indirectly) on registration of transfer, exchange or substitution.

         The term "original issue discount" of any debt security, including any
Original Issue Discount Security, means the difference between the principal
amount of such debt security and the initial issue price of such debt security
(as set forth in the case of an Original Issue Discount Security on the face of
such Security).

         "Original Issue Discount Security" means any Security that 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 5.1.

         "Outstanding" (except as otherwise provided in Section 6.8), when used
with reference to Securities, shall, subject to the provisions of Section 7.4,
mean, as of any particular time, all Securities authenticated and delivered by
the Trustee under this Indenture, except:

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

         (b) Securities (other than Securities of any series as to which the
provisions of Article Ten hereof shall not be applicable), or portions thereof,
for the payment or redemption of which moneys or U.S. Government Obligations (as
provided for in Section 10.1) in the necessary amount shall have been deposited
in trust with the Trustee or with any paying agent (other than the Issuer) or
shall have been set aside, segregated and held in trust by the Issuer for the
Holders of such Securities (if the Issuer shall act as its own paying agent),
provided that, if such Securities, or portions thereof, are to be redeemed prior
to the maturity thereof, notice of such redemption shall have been given as
herein provided, or provision satisfactory to the Trustee shall have been made
for giving such notice; and

                                      -4-
<PAGE>   11

         (c) Securities which shall have been paid or in substitution for which
other Securities shall have been authenticated and delivered pursuant to the
terms of Section 2.9 (except with respect to any such Security as to which proof
satisfactory to the Trustee is presented that such Security is held by a person
in whose hands such Security is a legal, valid and binding obligation of the
Issuer).

         In determining whether the Holders of the requisite aggregate principal
amount of Outstanding Securities of any or all series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding for such purposes shall be the portion of the principal amount
thereof that would be due and payable as of the date of such determination (as
certified by the Issuer to the Trustee) upon a declaration of acceleration of
the maturity thereof pursuant to Section 5.1.

         "Periodic Offering" means an offering of Securities of a series from
time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if any, thereon, the stated maturity
or maturities thereof and the redemption provisions, if any, with respect
thereto, are to be determined by the Issuer or its agents upon the issuance of
such Securities.

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

         "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and interest, if any,
on the Securities of such series are payable as determined in accordance with
Section 2.3.

         The term "principal" of a debt security, including any Security, means
the amount (including, without limitation, if and to the extent applicable, any
premium and, in the case of an Original Issue Discount Security, any accrued
original issue discount, but excluding interest) that is payable with respect to
such debt security as of any date and for any purpose (including, without
limitation, in connection with any sinking fund, upon any redemption at the
option of the Issuer, upon any purchase or exchange at the option of the Issuer
or the holder of such debt security and upon any acceleration of the maturity of
such debt security).

         The term "principal amount" of a debt security, including any Security,
means the principal amount as set forth on the face of such debt security.

         "Principal Property" means any real property, manufacturing plant,
processing plant, pipeline, office building, warehouse or other physical
facility, or any other like depreciable or depletable asset of the Issuer or any
Restricted Subsidiary whether owned at the date of this Indenture or thereafter
acquired (other than any facility thereafter acquired for the control or
abatement of atmospheric pollutants or contaminants or water, noise, odor or
other pollution) which in the opinion of the Board of Directors is of material
importance to the total business conducted by the Issuer and its Restricted
Subsidiaries, as a whole; provided, however, that any such property shall not be
deemed a Principal Property if such property does not have a fair value in
excess of 3% of the

                                      -5-
<PAGE>   12

total assets included on a consolidated balance sheet of the Issuer and its
Restricted Subsidiaries prepared in accordance with generally accepted
accounting principles consistently applied.

         The term "record date" shall have the meaning set forth in Section 2.7.

         "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

         "Restricted Subsidiary" means (a) any Subsidiary other than an
Unrestricted Subsidiary, and (b) any Subsidiary which was an Unrestricted
Subsidiary but which, subsequent to the date hereof, is designated by the Issuer
(by certified resolution of the Board of Directors delivered to the Trustee) to
be a Restricted Subsidiary; provided, however, that the Issuer may not designate
any such Subsidiary to be a Restricted Subsidiary if the Issuer would thereby
breach any covenant or agreement herein contained (on the assumptions that any
outstanding indebtedness of such Subsidiary was incurred at the time of such
designation and that any Sale and Leaseback Transaction to which such Subsidiary
is then a party was entered into at the time of such designation).

         "Sale and Leaseback Transaction" shall have the meaning set forth in
Section 3.7.

         "Secured Debt" means indebtedness for money borrowed by the Issuer or a
Restricted Subsidiary (other than indebtedness owed by a Restricted Subsidiary
to the Issuer, by a Restricted Subsidiary to another Restricted Subsidiary or by
the Issuer to a Restricted Subsidiary), that in any such case is secured by (a)
a mortgage or other lien on any Principal Property of the Issuer or a Restricted
Subsidiary, or (b) a pledge, lien or other security interest on any shares of
stock or indebtedness of a Restricted Subsidiary. The amount of Secured Debt at
any time outstanding shall be the amount then owing thereon by the Issuer or a
Restricted Subsidiary.

         "Security" or "Securities" (except as otherwise provided in Section
6.8) has the meaning stated in the first recital of this Indenture or, as the
case may be, Securities that have been authenticated and delivered pursuant to
this Indenture.

         "Subsidiary" of any Person means (i) any Person of which at the time of
such determination more than 50% of the outstanding voting stock of which is
owned or controlled, directly or indirectly, by such Person or one or more of
the Subsidiaries of that Person or a combination thereof, and (ii) any other
Person in which such Person or one or more of the Subsidiaries of that Person
(or a combination thereof) has the power to control by contract or otherwise the
board of directors or equivalent governing body or otherwise controls such
entity. For the purposes of this definition, "voting stock" means stock of the
class or classes which under ordinary circumstances has voting power to elect at
least a majority of the members of the board of directors, managers or trustees
of

                                      -6-
<PAGE>   13

such corporation, provided that stock that carries only the right to vote
conditionally upon the occurrence of an event shall not constitute voting stock
whether or not such event shall have occurred.

         "Subsidiary Guarantee" means any guarantee of a series of Securities by
any Subsidiary Guarantor pursuant to Article Thirteen hereof or pursuant to the
execution and delivery to the Trustee of a supplemental indenture hereto.

         "Subsidiary Guarantor" means, at any time, with respect to any series
of Securities, (i) unless otherwise provided with respect to a series of
Securities pursuant to Section 2.3, Ocean Energy, Inc., a Louisiana corporation,
and (ii) any of the Issuer's Restricted Subsidiaries that has become a guarantor
of the Securities pursuant to Section 3.8 or Section 13.1 hereof and has
executed and delivered a supplemental indenture in which such Restricted
Subsidiary agrees to be bound by the terms of this Indenture as a Subsidiary
Guarantor with respect to the Securities of such Series, in each case unless at
such time each Subsidiary Guarantee of such Person with respect to the
Securities of such series has been released in accordance with the provisions of
Article Thirteen hereof.

         "Trust Indenture Act of 1939" (except as otherwise provided in Sections
8.1 and 8.2) means the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990, as in force at the date as of which this Indenture
is originally executed.

         "Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Six, shall also
include any successor trustee. "Trustee" shall also 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 the Securities of such series.

         "Unrestricted Subsidiary" means (a) any Subsidiary acquired or
organized after the date hereof, provided, however, that such Subsidiary shall
not be a successor, directly or indirectly, to any Restricted Subsidiary, and
(b) any Subsidiary whose principal business and assets are located outside the
United States of America, its territories and possessions and Canada or are
located in Puerto Rico, and (c) any Subsidiary the principal business of which
consists of financing or assisting in financing the acquisition or disposition
of products of the Issuer or a Subsidiary by dealers, distributors or other
customers, and (d) any Subsidiary the principal business of which is owning,
leasing, dealing in or developing real property, and (e) any Subsidiary
substantially all the assets of which consist of stock or other securities of a
Subsidiary or Subsidiaries of the character described in clauses (a) through (d)
of this paragraph, in each case unless and until such Subsidiary shall have been
designated to be a Restricted Subsidiary pursuant to clause (b) of the
definition of "Restricted Subsidiary".

         "U.S. Government Obligations" shall have the meaning set forth in
Section 10.1(B).

                                      -7-
<PAGE>   14

         The term "vice president," when used with respect to the Issuer or the
Trustee, means any vice president, regardless of whether designated by a number
or a word or words added before or after the title "vice president."

         "Yield to Maturity" means the yield to maturity on a series of
Securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series, and
calculated in accordance with generally accepted financial practice or as
otherwise provided in the terms of such series of Securities.

                                  ARTICLE TWO
                                   SECURITIES

         Section 2.1 Forms Generally. The Securities of each series shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to one or more Board Resolutions (as set forth in a
Board Resolution or, to the extent established pursuant to rather than set forth
in a Board Resolution, an Officers' Certificate detailing such establishment) 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 imprinted or otherwise
reproduced thereon such legend or legends or endorsements, not inconsistent with
the provisions of this Indenture, as may be required to comply with any law or
with any rules or regulations pursuant thereto, or with any rules of any
securities exchange or to conform to general usage, all as may be determined by
the officers executing such Securities, as evidenced by their execution 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.

         Section 2.2 Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be substantially
as follows:

         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 Signatory

         If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Securities of such series shall
bear, in addition to the Trustee's certificate of authentication, an alternate
Certificate of Authentication which shall be substantially as follows:

                                      -8-
<PAGE>   15

         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:
                                          --------------------------------------
                                          as Authenticating Agent


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

         Section 2.3 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 and the Securities
of each such series shall rank equally and pari passu with the Securities of
each other series and with all other unsecured and unsubordinated debt of the
Issuer. There shall be established in or pursuant to one or more Board
Resolutions (and, to the extent established pursuant to rather than set forth in
a Board Resolution, in an Officers' Certificate detailing such establishment) or
established in one or more indentures supplemental hereto, prior to the initial
issuance of Securities of any series:

                  (1) the designation of the Securities of the series, which
         shall distinguish the Securities of such series from the Securities of
         all other series;

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series that 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 2.8, 2.9, 2.11, 8.5 or
         12.3);

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

                  (4) the rate or rates at which the Securities of the series
         shall bear interest, if any, the date or dates from which any such
         interest shall accrue, on which any such interest shall be payable and
         on which a record shall be taken for the determination of Holders to
         whom any such interest is payable or the method by which such rate or
         rates or date or dates shall be determined or both, including any
         provisions under which the interest rate may be varied;

                  (5) the place or places where and the manner in which the
         principal of and interest, if any, on Securities of the series shall be
         payable (if other than as provided in Section 3.2) and the office or
         agency for the Securities of the series maintained by the Issuer
         pursuant to Section 3.2;

                                      -9-
<PAGE>   16


                  (6) the right, if any, of the Issuer to redeem, purchase or
         repay Securities of the series, in whole or in part, at its option and
         the period or periods within which, the price or prices (or the method
         by which such price or prices shall be determined or both) at which,
         the form or method of payment therefor if other than in cash and any
         terms and conditions upon which and the manner in which (if different
         from the provisions of Article Twelve) Securities of the series may be
         so redeemed, purchased or repaid, in whole or in part, pursuant to any
         sinking fund or otherwise;

                  (7) the obligation, if any, of the Issuer to redeem, purchase
         or repay Securities of the series in whole or in part pursuant to any
         mandatory redemption, sinking fund or analogous provisions or at the
         option of a Holder thereof and the period or periods within which the
         price or prices (or the method by which such price or prices shall be
         determined or both) at which, the form or method of payment therefor if
         other than in cash and any terms and conditions upon which and the
         manner in which (if different from the provisions of Article Twelve)
         Securities of the series shall be redeemed, purchased or repaid, in
         whole or in part, pursuant to such obligation;

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

                  (9) if other than the principal amount thereof, the portion of
         the principal amount of Securities of the series which shall be payable
         upon acceleration of the maturity thereof;

                  (10) whether Securities of the series will be issuable as
         Global Securities;

                  (11) if the Securities of such series are to be issuable in
         definitive form (whether upon original issue or upon exchange of a
         temporary Security of such series) only upon receipt of certain
         certificates or other documents or satisfaction of other conditions,
         the form and terms of such certificates, documents or conditions;

                  (12) any trustees, depositaries, authenticating or paying
         agents, transfer agents or registrars or any other agents with respect
         to the Securities of such series;

                  (13) any deleted, modified or additional events of default,
         remedies or covenants with respect to the Securities of such series;

                  (14) whether the provisions of Section 10.1(C) will be
         applicable to Securities of such series;

                  (15) any provision relating to the issuance of Securities of
         such series at an original issue discount (including, without
         limitation, the issue price thereof, the rate or rates at which such
         original issue discount shall accrue, if any, and the date or dates
         from or to which or period or periods during which such original issue
         discount shall accrue at such rate or rates);


                                      -10-
<PAGE>   17


                  (16) if the amounts of payments of principal of and interest
         on the Securities of such series are to be determined with reference to
         an index, the manner in which such amounts shall be determined;

                  (17) any right or obligation of Holders of Securities of such
         series to convert or exchange such Securities into or for other
         securities or property and the terms and conditions governing such
         conversion or exchange;

                  (18) the currency in which the Issuer will pay principal,
         premium and interest on the Securities of such series if other than the
         United States dollar, including any special provisions relating
         thereto;

                  (19) the terms of any Subsidiary Guarantee of the Securities
         of such series if different from those in Article Thirteen, including
         the terms on which such Subsidiary Guarantee may be released, and
         whether the provisions of Section 3.8 shall apply to Securities of such
         series;

                  (20) the terms of any repurchase or remarketing rights of
         third parties with respect to the Securities of such series, and

                  (21) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture).

         All Securities of any one series shall be substantially identical,
except as to denomination and except as may otherwise be provided by or pursuant
to the Board Resolution or Officers' Certificate referred to above or as set
forth in any such indenture supplemental hereto. All Securities of any one
series need not be issued at the same time and may be issued from time to time,
consistent with the terms of this Indenture, if so provided by or pursuant to
such Board Resolution, such Officers' Certificate or in any such indenture
supplemental hereto.

         Any such Board Resolution or Officers' Certificate referred to above
with respect to Securities of any series filed with the Trustee on or before the
initial issuance of the Securities of such series shall be incorporated herein
by reference with respect to Securities of such series and shall thereafter be
deemed to be a part of the Indenture for all purposes relating to Securities of
such series as fully as if such Board Resolution or Officers' Certificate were
set forth herein in full.

         Section 2.4 Authentication and Delivery of Securities. The Issuer may
deliver Securities of any series executed by the Issuer to the Trustee for
authentication together with the applicable documents referred to below in this
Section 2.4, and the Trustee shall thereupon authenticate and deliver such
Securities to, or upon the order of, the Issuer (contained in the Issuer Order
referred to below in this Section 2.4) or pursuant to such procedures acceptable
to the Trustee and to such recipients as may be specified from time to time by
an Issuer Order. The maturity date, original issue date, interest rate, if any,
and any other terms of the Securities of such series shall be determined by or
pursuant to such Issuer Order and procedures. In authenticating the Securities
of

                                      -11-
<PAGE>   18

such series and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive (in the
case of subparagraphs (2), (3) and (4) below only at or before the time of the
first request of the Issuer to the Trustee to authenticate Securities of such
series) and (subject to Section 6.1) shall be fully protected in relying upon,
unless and until such documents have been superseded or revoked:

                  (1) an Issuer Order requesting such authentication and setting
         forth delivery instructions if the Securities of such series are not to
         be delivered to the Issuer, provided that, with respect to Securities
         of a series subject to a Periodic Offering, (a) such Issuer Order may
         be delivered by the Issuer to the Trustee prior to the delivery to the
         Trustee of such Securities for authentication and delivery, (b) the
         Trustee shall authenticate and deliver Securities of such series for
         original issue from time to time, in an aggregate principal amount not
         exceeding the aggregate principal amount established for such series,
         pursuant to an Issuer Order or pursuant to procedures acceptable to the
         Trustee as may be specified from time to time by an Issuer Order, (c)
         the maturity date or dates, original issue date or dates, interest rate
         or rates, if any, and any other terms of Securities of such series
         shall be determined by an Issuer Order or pursuant to such procedures,
         (d) if provided for in such procedures, such Issuer Order may authorize
         authentication and delivery pursuant to oral or electronic instructions
         from the Issuer or its duly authorized agent or agents, which oral
         instructions shall be promptly confirmed in writing and (e) after the
         original issuance of the first Security of such series to be issued,
         any separate request by the Issuer that the Trustee authenticate
         Securities of such series for original issuance will be deemed to be a
         certification by the Issuer that it is in compliance with all
         conditions precedent provided for in this Indenture relating to the
         authentication and delivery of such Securities;

                  (2) the Board Resolution, Officers' Certificate or executed
         supplemental indenture referred to in Sections 2.1 and 2.3 by or
         pursuant to which the forms and terms of the Securities of such series
         were established;

                  (3) an Officers' Certificate setting forth the form or forms
         and terms of the Securities stating that the form or forms and terms of
         the Securities have been established pursuant to Sections 2.1 and 2.3
         and comply with this Indenture and covering such other matters as the
         Trustee may reasonably request; and

                  (4) at the option of the Issuer, either an Opinion of Counsel,
         or a letter from legal counsel addressed to the Trustee permitting it
         to rely on an Opinion of Counsel, substantially to the effect that:

         (a) the form or forms of the Securities of such series have been duly
authorized and established in conformity with the provisions of this Indenture;
and

         (b) when the Securities of such series have been executed by the Issuer
and authenticated by the Trustee in accordance with the provisions of this
Indenture and delivered to and duly paid for by the purchasers thereof, they
will have been duly issued under this Indenture and will be valid and

                                      -12-
<PAGE>   19

legally binding obligations of the Issuer, enforceable in accordance with their
respective terms, and will be entitled to the benefits of this Indenture.

         In rendering such opinions, such counsel may qualify any opinions as to
enforceability by stating that such enforceability may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and other similar laws
affecting the rights and remedies of creditors and is subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law). Such counsel may rely, as to all matters
governed by the laws of jurisdictions other than the State of Delaware and the
federal law of the United States, upon opinions of other counsel (copies of
which shall be delivered to the Trustee), who shall be counsel reasonably
satisfactory to the Trustee, in which case the opinion shall state that such
counsel believes that both such counsel and the Trustee are entitled so to rely.
Such counsel may also state that, insofar as such opinion involves factual
matters, such counsel has relied, to the extent such counsel deems proper, upon
certificates of officers of the Issuer and its Subsidiaries and certificates of
public officials.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities of any series under this Section 2.4 if the Trustee, being
advised by counsel, determines that such action may not lawfully be taken by the
Issuer or if the Trustee in good faith by its board of directors or board of
trustees, executive committee or a trust committee of directors or trustees or
Responsible Officers shall determine that such action would expose the Trustee
to personal liability to existing Holders or would adversely affect the
Trustee's own rights, duties or immunities under the Securities, this Indenture
or otherwise.

         If the Issuer shall establish pursuant to Section 2.3 that the
Securities of a series are to be issued in the form of one or more Global
Securities, then the Issuer shall execute and the Trustee shall, in accordance
with this Section 2.4 and the Issuer Order with respect to such series,
authenticate and deliver one or more Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount of
all of the Securities of such series to be issued in the form of Global
Securities and not yet canceled, (ii) shall be registered in the name of the
Depositary for such Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instructions, and (iv) shall bear a legend
substantially to the following effect: "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."

         Each Depositary designated pursuant to Section 2.3 must, at the time of
its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934, as amended, and any
other applicable statute or regulation.

         Section 2.5 Execution of Securities. The Securities shall be signed on
behalf of the Issuer by the chairman of the Board of Directors, the president,
any vice president or the treasurer

                                      -13-
<PAGE>   20

of the Issuer, which signature may, but need not, be attested by its secretary
or one of its assistant secretaries. Such signatures may be the manual or
facsimile signatures of the present or any future such officers. Typographical
and other minor errors or defects in any such reproduction of any such signature
shall not affect the validity or enforceability of any Security that has been
duly authenticated and delivered by the Trustee.

         In case any officer of the Issuer who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by the Trustee or disposed of by the Issuer, such
Security nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Security had not ceased to be such officer of
the Issuer; and any Security may be signed on behalf of the Issuer by such
persons as, at the actual date of the execution of such Security, shall be the
proper officers of the Issuer, although at the date of the execution and
delivery of this Indenture any such person was not such an officer.

         Section 2.6 Certificate of Authentication. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized signatories, or its Authenticating Agent, shall be entitled to
the benefits of this Indenture or be valid or obligatory for any purpose. The
execution of such certificate by the Trustee or its Authenticating Agent upon
any Security executed by the Issuer shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the Holder is entitled to the benefits of this Indenture. Each
reference in this Indenture to authentication by the Trustee includes
authentication by an agent appointed pursuant to Section 6.14.

         Section 2.7 Denomination and Date of Securities; Payments of Interest.
The Securities of each series shall be issuable in registered form in
denominations established as contemplated by Section 2.3 or, with respect to the
Securities of any series, if not so established, in denominations of $1,000 and
any integral multiple thereof. The Securities of each series shall be numbered,
lettered or otherwise distinguished in such manner or in accordance with such
plan as the officers of the Issuer executing the same may determine with the
approval of the Trustee, as evidenced by the execution and authentication
thereof.

         Each Security shall be dated the date of its authentication. The
Securities of each series shall bear interest, if any, from the date, and such
interest, if any, shall be payable on the dates, established as contemplated by
Section 2.3.

         The Person in whose name any Security of any series is registered at
the close of business on any record date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the extent
the Issuer shall default in the payment of the interest due on such interest
payment date for such series, in which case such defaulted interest shall be
paid to the Persons in whose names Outstanding Securities for such series are
registered (a)

                                      -14-
<PAGE>   21

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 Issuer to the Holders
of Securities not less than 15 days preceding such subsequent record date or (b)
as determined by such other procedure as is mutually acceptable to the Issuer
and the Trustee. The term "record date" as used with respect to any interest
payment date (except a date for payment of defaulted interest) for the
Securities of any series shall mean the date specified as such in the terms of
the Securities of such series established as contemplated by Section 2.3, or, if
no such date is so established, if such interest payment date is the first day
of a calendar month, the fifteenth day of the next preceding calendar month or,
if such interest payment date is the fifteenth day of a calendar month, the
first day of such calendar month, whether or not such record date is a Business
Day.

         Section 2.8 Registration Transfer and Exchange. The Issuer will keep at
each office or agency to be maintained for the purpose as provided in Section
3.2 for each series of Securities a register or registers in which, subject to
such reasonable regulations as it may prescribe, it will provide for the
registration of Securities of each series and the registration of transfer of
Securities of such series. Each such register shall be in written form in the
English language or in any other form capable of being converted into such form
within a reasonable time. At all reasonable times such register or registers
shall be open for inspection and available for copying by the Trustee.

         Upon due presentation for registration of transfer of any Security of
any series at any such office or agency to be maintained for the purpose as
provided in Section 3.2, the Issuer shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Security or Securities of the same series, maturity date, interest rate, if any,
and original issue date in authorized denominations for a like aggregate
principal amount.

         All Securities presented for registration of transfer shall (if so
required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by
a written instrument or instruments of transfer in form satisfactory to the
Issuer and the Trustee duly executed by, the Holder or his attorney duly
authorized in writing.

         At the option of the Holder thereof, Securities of any series (other
than a Global Security, except as set forth below) may be exchanged for a
Security or Securities of such series having authorized denominations and an
equal aggregate principal amount, upon surrender of such Securities to be
exchanged at the agency of the Issuer that shall be maintained for such purpose
in accordance with Section 3.2. All Securities surrendered upon any exchange or
transfer provided for in this Indenture shall be promptly cancelled by the
Trustee in accordance with its customary procedures.

         The Issuer 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 of Securities. No service charge shall be made for any
such transaction or for any exchange of Securities of any series as contemplated
by the immediately preceding paragraph.

                                      -15-
<PAGE>   22


         The Issuer shall not be required to exchange or register a transfer of
(a) any Securities of any series for a period of 15 days next preceding the
first mailing or publication of notice of redemption of Securities of such
series to be redeemed, (b) any Securities selected, called or being called for
redemption, in whole or in part, except, in the case of any Security to be
redeemed in part, the portion thereof not so to be redeemed or (c) any Security
if the Holder thereof has exercised his right, if any, to require the Issuer to
repurchase such Security in whole or in part, except the portion of such
Security not required to be repurchased.

         Notwithstanding any other provision of this Section 2.8, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Global Security representing all or a part of the Securities
of a series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.

         If at any time the Depositary for any Securities of a series
represented by one or more Global Securities notifies the Issuer that it is
unwilling or unable to continue as Depositary for such Securities or if at any
time the Depositary for such Securities shall no longer be eligible under
Section 2.4, the Issuer shall appoint a successor Depositary with respect to
such Securities. If a successor Depositary for such Securities is not appointed
by the Issuer within 90 days after the Issuer receives such notice or becomes
aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that
such Securities be represented by one or more Global Securities shall no longer
be effective and the Issuer shall execute, and the Trustee, upon receipt of an
Issuer Order for the authentication and delivery of definitive Securities of
such series, will authenticate and deliver Securities of such series in
definitive registered form, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of the Global Security or
Securities representing such Securities in exchange for such Global Security or
Securities.

         The Issuer may at any time and in its sole discretion determine that
the Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Securities. In such event
the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for
the authentication and delivery of definitive Securities of such series, shall
authenticate and deliver, Securities of such series in definitive registered
form, in any authorized denominations, in an aggregate principal amount equal to
the principal amount of the Global Security or Securities representing such
Securities, in exchange for such Global Security or Securities.

         If specified by the Issuer pursuant to Section 2.3 with respect to
Securities represented by a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for
Securities of the same series in definitive registered form on such terms as are
acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall
execute, and the Trustee shall authenticate and deliver, without service charge,


                                      -16-
<PAGE>   23


                  (i) to the Person specified by such Depositary, a new Security
         or Securities of the same series, of any authorized denominations as
         requested by such Person, in an aggregate principal amount equal to and
         in exchange for such Person's beneficial interest in the Global
         Security; and

                  (ii) to such Depositary a new Global Security in a
         denomination equal to the difference, if any, between the principal
         amount of the surrendered Global Security and the aggregate principal
         amount of Securities authenticated and delivered pursuant to clause (i)
         above.

         Upon the exchange of a Global Security for Securities in definitive
registered form in authorized denominations, such Global Security shall be
cancelled by the Trustee or an agent of the Issuer or the Trustee. Securities in
definitive registered form issued in exchange for a Global Security pursuant to
this Section 2.8 shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or an agent of the Trustee or the Issuer or an agent of the
Issuer. The Trustee or such agent shall deliver at its office such Securities to
or as directed by the Persons in whose names such Securities are so registered.

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

         Section 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
In case any temporary or definitive Security shall become mutilated, defaced or
be destroyed, lost or stolen, the Issuer in its discretion may execute, and upon
the written request of any officer of the Issuer, the Trustee shall authenticate
and deliver a new Security of the same series, maturity date, interest rate, if
any, and original issue date, bearing a number or other distinguishing symbol
not contemporaneously outstanding, in exchange and substitution for the
mutilated or defaced Security, or in lieu of and in substitution for the
Security so destroyed, lost or stolen. In every case the applicant for a
substitute Security shall furnish to the Issuer and to the Trustee and any agent
of the Issuer or the Trustee such security or indemnity as may be required by
the Trustee or the Issuer to indemnify and defend and to save each of the
Trustee and the Issuer harmless and, in every case of destruction, loss or
theft, evidence to their satisfaction of the destruction, loss or theft of such
Security and of the ownership thereof and in the case of mutilation or
defacement, shall surrender the Security to the Trustee or such agent.

         Upon the issuance of any substitute Security, the Issuer 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 or its agent) connected therewith. In case any
Security which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Issuer may instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof

                                      -17-
<PAGE>   24

except in the case of a mutilated or defaced Security), if the applicant for
such payment shall furnish to the Issuer and to the Trustee and any agent of the
Issuer or the Trustee such security or indemnity as any of them may require to
hold each of them harmless, and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Issuer and the Trustee and any agent of
the Issuer or the Trustee evidence to the Trustee's satisfaction of the
destruction, loss or theft of such Security and of the ownership thereof.

         Every substitute Security of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer, 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 (but
shall be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any and all other Securities of such series
duly authenticated and delivered hereunder. All Securities shall be held and
owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, defaced, destroyed, lost or stolen Securities and shall preclude any
and all other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

         Section 2.10 Cancellation of Securities; Disposition Thereof. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or analogous
fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee or
any agent of the Trustee, shall be delivered to the Trustee or its agent for
cancellation or, if surrendered to the Trustee, shall be canceled by it in
accordance with its customary procedures; and no Securities shall be issued in
lieu thereof except as expressly permitted by any of the provisions of this
Indenture. The Trustee or its agent shall return canceled Securities to the
Issuer or otherwise deliver appropriate evidence of such cancellation. If the
Issuer or its agent shall acquire any of the Securities, such acquisition shall
not operate as a redemption or satisfaction of the indebtedness represented by
such Securities unless and until the same are delivered to the Trustee or its
agent for cancellation.

         Section 2.11 Temporary Securities. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable in any authorized denomination, and substantially in the form of the
definitive Securities of such series but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Issuer with the concurrence of the Trustee as evidenced by the
execution and authentication thereof. Temporary Securities may contain such
references to any provisions of this Indenture as may be appropriate. Every
temporary Security shall be executed by the Issuer and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities. Without unreasonable delay the Issuer
shall execute and shall furnish definitive Securities of such series and
thereupon temporary Securities of

                                      -18-
<PAGE>   25

such series may be surrendered in exchange therefor without charge at each
office or agency to be maintained by the Issuer for that purpose pursuant to
Section 3.2 and the Trustee shall authenticate and deliver in exchange for such
temporary Securities of such series an equal aggregate principal amount of
definitive Securities of the same series having authorized denominations. Until
so exchanged, the temporary Securities of any series shall be entitled to the
same benefits under this Indenture as definitive Securities of such series,
unless otherwise established pursuant to Section 2.3.

         Section 2.12 CUSIP Numbers. The Issuer in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Issuer will
notify the Trustee of any change in "CUSIP" numbers.

                                 ARTICLE THREE
                             COVENANTS OF THE ISSUER

         Section 3.1 Payment of Principal and Interest. The Issuer covenants and
agrees that it will duly and punctually pay or cause to be paid the principal of
and interest, if any, on each of the Securities at the place, at the respective
times and in the manner provided in the Securities.

         Section 3.2 Offices for Notices and Payments, etc. So long as any of
the Securities are Outstanding, the Issuer will maintain in each Place of
Payment, an office or agency where the Securities may be presented for payment,
an office or agency where the Securities may be presented for registration of
transfer and for exchange as in this Indenture provided, and an office or agency
where notices and demands to or upon the Issuer in respect of the Securities or
of this Indenture may be served. In case the Issuer shall at any time fail to
maintain any such office or agency, or shall fail to give notice to the Trustee
of any change in the location thereof, presentation may be made and notice and
demand may be served in respect of the Securities or of this Indenture at the
Corporate Trust Office. The Issuer hereby initially designates the Corporate
Trust Office for each such purpose and appoints the Trustee as registrar and
paying agent and as the agent upon whom notices and demands may be served with
respect to the Securities.

         Section 3.3 No Interest Extension. In order to prevent any accumulation
of claims for interest after maturity thereof, the Issuer will not directly or
indirectly extend or consent to the extension of the time for the payment of any
claim for interest on any of the Securities and will not directly or indirectly
be a party to or approve any such arrangement by the purchase or funding of said
claims or in any other manner; provided, however, that this Section 3.3 shall
not apply in any case where an extension shall be made pursuant to a plan
proposed by the Issuer to the Holders of all Securities of any series then
Outstanding.


                                      -19-
<PAGE>   26


         Section 3.4 Appointments to Fill Vacancies in Trustee's Office. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of the
Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

         Section 3.5 Provision as to Paying Agent.

         (a) If the Issuer shall appoint a paying agent other than the Trustee,
it will cause such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section 3.5,

                  (1) that it will hold all sums held by it as such agent for
         the payment of the principal of or interest, if any, on the Securities
         (whether such sums have been paid to it by the Issuer or by any other
         obligor on the Securities) in trust for the benefit of the Holders of
         the Securities and the Trustee; and

                  (2) that it will give the Trustee notice of any failure by the
         Issuer (or by any other obligor on the Securities) to make any payment
         of the principal of or interest, if any, on the Securities when the
         same shall be due and payable; and

                  (3) that it will, at any time during the continuance of any
         such failure, upon the written request of the Trustee, forthwith pay to
         the Trustee all sums so held in trust by such paying agent.

         (b) If the Issuer shall act as its own paying agent, it will, on or
before each due date of the principal of or interest, if any, on the Securities,
set aside, segregate and hold in trust for the benefit of the Holders of the
Securities a sum sufficient to pay such principal or interest, if any, so
becoming due and will notify the Trustee of any failure to take such action and
of any failure by the Issuer (or by any other obligor under the Securities) to
make any payment of the principal of or interest, if any, on the Securities when
the same shall become due and payable.

         (c) Anything in this Section 3.5 to the contrary notwithstanding, the
Issuer may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by it, or any paying agent hereunder, as
required by this Section 3.5, such sums to be held by the Trustee upon the
trusts herein contained.

         (d) Anything in this Section 3.5 to the contrary notwithstanding, any
agreement of the Trustee or any paying agent to hold sums in trust as provided
in this Section 3.5 is subject to Sections 10.3 and 10.4.

         (e) Whenever the Issuer shall have one or more paying agents, it will,
on or before each due date of the principal of or interest, if any, on any
Securities, deposit with a paying agent a sum sufficient to pay the principal or
interest, if any, so becoming due, such sum to be held in trust for

                                      -20-
<PAGE>   27

the benefit of the Persons entitled to such principal or interest, if any, and
(unless such paying agent is the Trustee) the Issuer will promptly notify the
Trustee of its action or failure so to act.

         Section 3.6 Restriction on Creation of Secured Debt. So long as any of
the Securities are outstanding, the Issuer shall not at any time create, incur,
assume or guarantee, and shall not cause, suffer or permit a Restricted
Subsidiary to create, incur, assume or guarantee, any Secured Debt without
making effective provision (and the Issuer covenants that in such case it will
make or cause to be made such effective provision) whereby the Securities then
Outstanding and any other indebtedness of or guaranteed by the Issuer or such
Restricted Subsidiary then entitled thereto, subject to applicable priorities of
payment, shall be secured by such mortgage, security interest, pledge, lien or
encumbrance equally and ratably with any and all other obligations and
indebtedness thereby secured, so long as any such other obligations and
indebtedness shall be so secured; provided, that if any such mortgage, security
interest, pledge, lien or encumbrance securing such indebtedness ceases to
exist, such equal and ratable security for the benefit of the Holders of
Securities shall automatically cease to exist without any further action;
provided further that if such indebtedness is expressly subordinated to the
Securities, the mortgage, security interest, pledge, lien or encumbrance
securing such indebtedness shall be subordinate and junior to the mortgage,
security interest, pledge, lien or encumbrance securing the Securities with the
same relative priority as such indebtedness shall have with respect to the
Securities; provided further, that the foregoing covenants shall not be
applicable to the following:

         (a) (i) Any mortgage, security interest, pledge, lien or encumbrance on
any property hereafter acquired (including acquisition through merger or
consolidation) or constructed by the Issuer or a Restricted Subsidiary and
created contemporaneously with, or within twelve months after, such acquisition
or the completion of construction to secure or provide for the payment of all or
any part of the purchase price of such property or the cost of construction
thereof, as the case may be; or (ii) any mortgage on property (including any
unimproved portion of partially improved property) of the Issuer or a Restricted
Subsidiary created within twelve months of completion of construction of a new
plant or plants on such property to secure all or part of the cost of such
construction if, in the opinion of the Board of Directors, such property or such
portion thereof was prior to such construction substantially unimproved for the
use intended by the Issuer; or (iii) the acquisition of property subject to any
mortgage, security interest, pledge, lien or encumbrance upon such property
existing at the time of acquisition thereof, whether or not assumed by the
Issuer or such Restricted Subsidiary; or (iv) any mortgage, security interest,
pledge, lien or encumbrance existing on the property or on the outstanding
shares or indebtedness of a corporation or other entity at the time such
corporation or other entity shall become a Restricted Subsidiary; or (v) any
mortgage, security interest, pledge, lien or encumbrance on property of a
corporation or other entity existing at the time such corporation or other
entity is merged into or consolidated with the Issuer or a Restricted Subsidiary
or at the time of a sale, lease or other disposition of the properties of a
corporation or other entity as an entirety or substantially as an entirety to
the Issuer or a Restricted Subsidiary; or

         (b) Mortgages on property of the Issuer or a Restricted Subsidiary in
favor of the United States of America or any State thereof or any foreign
government, or any department, agency or

                                      -21-
<PAGE>   28

instrumentality or political subdivision of any thereof, to secure partial,
progress, advance or other payments pursuant to any contract or statute or to
secure any indebtedness incurred for the purpose of financing all or any part of
the purchase price or the cost of construction of the property subject to such
mortgages; or

         (c) Any mortgage, security interest, pledge, lien or encumbrance
existing on property owned by the Issuer or any of its Subsidiaries on the date
of this Indenture; or

         (d) Any mortgage, security interest, pledge, lien or encumbrance
created pursuant to the creation of trusts or other arrangements funded solely
with cash, cash equivalents or other marketable investments or securities of the
type customarily subject to such arrangements in customary financial practice
with respect to long-term or medium-term indebtedness for money borrowed, the
sole purpose of which is to make provision for the retirement or defeasance,
without prepayment of indebtedness; or

         (e) Any mortgage, security interest, pledge, lien or encumbrance
securing (i) all or part of the cost of exploring, producing, gathering,
processing, marketing, drilling or developing any properties of the Company or
any of its Subsidiaries, or securing indebtedness incurred to provide funds
therefor, or (ii) indebtedness incurred to finance all or part of the cost of
acquiring, constructing, altering, improving or repairing any such property or
assets, or securing indebtedness incurred to provide funds therefor; or

         (f) Any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of any mortgage, security
interest, pledge, lien or encumbrance referred to in the foregoing subparagraphs
(a) through (e); provided, however, that the principal amount of Secured Debt
secured thereby shall not exceed the principal amount outstanding at the time of
such extension, renewal or replacement, and that such extension, renewal or
replacement shall be limited to the property which secured the mortgage,
security interest, pledge, lien or encumbrance so extended, renewed or replaced
and additions to such property.

         Notwithstanding the foregoing provisions of this Section 3.6, the
Issuer and any one or more Restricted Subsidiaries may create, incur, assume or
guarantee Secured Debt which would otherwise be subject to the foregoing
restrictions in an aggregate amount that, without duplication, together with all
other Secured Debt of the Issuer and its Restricted Subsidiaries which would
otherwise be subject to the foregoing restrictions (not including Secured Debt
permitted to be secured under subparagraphs (a) through (f) above) and the
aggregate value of the Sale and Leaseback Transactions (as defined in Section
3.7) in existence at such time (not including Sale and Leaseback Transactions
the proceeds of which have been or will be applied in accordance with clause (b)
of Section 3.7) does not at the time exceed 10% of Consolidated Net Tangible
Assets. Solely for purposes of subparagraphs (a) through (f) above, the term
"mortgage" shall include any arrangements in connection with a production
payment or similar financing arrangement.

         Section 3.7 Restriction on Sale and Leaseback Transactions. The Issuer
will not, and will not permit any Restricted Subsidiary to, sell or transfer
(except to the Issuer or to one or

                                      -22-
<PAGE>   29

more Restricted Subsidiaries, or both) any Principal Property owned by it and
which has been in full operation for more than 120 days prior to such sale or
transfer with the intention (i) of taking back a lease on such property (other
than a lease for a period not exceeding 36 months) and (ii) that the use by the
Issuer or such Restricted Subsidiary of such property will be discontinued on or
before the expiration of the term of such lease (any such transaction being
herein referred to as a "Sale and Leaseback Transaction"), unless (a) the Issuer
or such Restricted Subsidiary would be entitled, pursuant to the provisions of
Section 3.6, to incur Secured Debt equal in amount to the amount realized or to
be realized upon such sale or transfer secured by a mortgage on the property to
be leased without equally and ratably securing the Securities, or (b) the Issuer
or a Restricted Subsidiary shall apply an amount equal to the value of the
property so leased to the retirement (other than any mandatory retirement),
within 120 days of the effective date of any such arrangement, of indebtedness
for money borrowed by the Issuer or any Restricted Subsidiary (other than such
indebtedness owned by the Issuer or any Restricted Subsidiary) which was
recorded as funded debt as of the date of its creation and which, in the case of
such indebtedness of the Issuer, is not subordinate and junior in right of
payment to the prior payment of the Securities; provided, however, that the
amount to be so applied to the retirement of such indebtedness shall be reduced
by (i) the aggregate principal amount of any Securities delivered within 120
days of the effective date of any such arrangement to the Trustee for retirement
and cancellation, and (ii) the aggregate principal amount of such indebtedness
(other than the Securities) retired by the Issuer or a Restricted Subsidiary
within 120 days of the effective date of any such arrangement.

         The term "value" shall mean, with respect to a Sale and Leaseback
Transaction, as of any particular time, the amount equal to the greater of (i)
the net proceeds of the sale of the property leased pursuant to such Sale and
Leaseback Transaction, or (ii) the fair value of such property at the time of
entering into such Sale and Leaseback Transaction, as determined by the Board of
Directors, in either case divided first by the number of full years of the term
of the lease and then multiplied by the number of full years of such term
remaining at the time of determination, without regard to any renewal or
extension options contained in the lease.

         Section 3.8 Additional Subsidiary Guarantors.

         This Section 3.8 shall apply to any series of Securities unless
otherwise provided with respect to such series pursuant to Section 2.3. With
respect to any series of Securities to which this Section 3.8 applies, the
Issuer shall not at any time permit any Restricted Subsidiary to guarantee the
payment of any indebtedness of the Issuer unless:

         (a) if such Restricted Subsidiary is not a Subsidiary Guarantor with
respect to such series of Securities at such time: (i) such Restricted
Subsidiary simultaneously executes and delivers a supplemental indenture hereto
in which such Restricted Subsidiary agrees to be bound by the terms of this
Indenture as a Subsidiary Guarantor with respect to such series of Securities;
and (ii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of
Counsel to the effect that such supplemental indenture has been duly executed
and authorized and constitutes a valid, binding and enforceable obligation of
such Restricted Subsidiary, except insofar as enforcement thereof may be

                                      -23-
<PAGE>   30

limited by bankruptcy, insolvency or similar laws (including, without
limitation, all laws relating to fraudulent transfers) and except insofar as
enforcement thereof is subject to general principles of equity; and

         (b) with respect to any guarantee of subordinated indebtedness of the
Issuer by a Restricted Subsidiary, such guarantee shall be subordinated to such
Restricted Subsidiary's Subsidiary Guarantee with respect to such series of
Securities.

                                  ARTICLE FOUR
                    SECURITYHOLDERS LISTS AND REPORTS BY THE
                             ISSUER AND THE TRUSTEE

         Section 4.1 Issuer to Furnish Trustee Information as to Names and
Addresses of Securityholders. The Issuer and any other obligor on the Securities
covenant and agree that they will furnish or cause to be furnished to the
Trustee a list in such form as the Trustee may reasonably require of the names
and addresses of the Holders of the Securities of each series:

         (a) semiannually and not more than 15 days after each March 1 and
September 1, and

         (b) at such other times as the Trustee may request in writing, within
30 days after receipt by the Issuer of any such request,

provided that if and so long as the Trustee shall be the registrar for such
series, such list shall not be required to be furnished.

         Section 4.2 Preservation and Disclosure of Securityholders Lists.

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders of
each series of Securities (i) contained in the most recent list furnished to it
as provided in Section 4.1, and (ii) received by it in the capacity of registrar
or paying agent for such series, if so acting. The Trustee may destroy any list
furnished to it as provided in Section 4.1 upon receipt of a new list so
furnished.

         (b) In case three or more Holders of Securities (hereinafter referred
to as "applicants") apply in writing to the Trustee and furnish to the Trustee
reasonable proof that each such applicant has owned a Security for a period of
at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders of
Securities of a particular series (in which case the applicants must all hold
Securities of such series) or with Holders of all Securities with respect to
their rights under this Indenture or under such Securities and such application
is accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, at its election, either


                                      -24-
<PAGE>   31

                  (i) afford to such applicants access to the information
         preserved at the time by the Trustee in accordance with the provisions
         of subsection (a) of this Section 4.2, or

                  (ii) inform such applicants as to the approximate number of
         Holders of Securities of such series or of all Securities, as the case
         may be, whose names and addresses appear in the information preserved
         at the time by the Trustee, in accordance with the provisions of
         subsection (a) of this Section 4.2, and as to the approximate cost of
         mailing to such Securityholders the form of proxy or other
         communication, if any, specified in such application.

                  If the Trustee shall elect not to afford to such applicants
         access to such information, the Trustee shall, upon the written request
         of such applicants, mail to each Securityholder of such series or all
         Holders of Securities, as the case may be, whose name and address
         appears in the information preserved at the time by the Trustee in
         accordance with the provisions of subsection (a) of this Section 4.2 a
         copy of the form of proxy or other communication which is specified in
         such request, with reasonable promptness after a tender to the Trustee
         of the material to be mailed and of payment, or provision for the
         payment, of the reasonable expenses of mailing, unless within five days
         after such tender, the Trustee shall mail to such applicants and file
         with the Commission, together with a copy of the material to be mailed,
         a written statement to the effect that, in the opinion of the Trustee,
         such mailing would be contrary to the best interests of the Holders of
         Securities of such series or of all Securities, as the case may be, or
         would be in violation of applicable law. Such written statement shall
         specify the basis of such opinion. If the Commission, after opportunity
         for a hearing upon the objections specified in the written statement so
         filed, shall enter an order refusing to sustain any of such objections
         or if, after the entry of an order sustaining one or more of such
         objections, the Commission shall find, after notice and opportunity for
         hearing, that all the objections so sustained have been met, and shall
         enter an order so declaring, the Trustee shall mail copies of such
         material to all such Securityholders with reasonable promptness after
         the entry of such order and the renewal of such tender; otherwise the
         Trustee shall be relieved of any obligation or duty to such applicants
         respecting their application.

                  (iii) Each and every Holder of Securities, by receiving and
         holding the same, agrees with the Issuer and the Trustee that neither
         the Issuer nor the Trustee nor any agent of the Issuer or the Trustee
         shall be held accountable by reason of the disclosure of any such
         information as to the names and addresses of the Holders of Securities
         in accordance with the provisions of subsection (b) of this Section
         4.2, regardless of the source from which such information was derived,
         and that the Trustee shall not be held accountable by reason of mailing
         any material pursuant to a request made under such subsection (b).

         Section 4.3 Reports by the Issuer. The Issuer covenants:

         (a) to file with the Trustee, within 15 days after the Issuer is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other

                                      -25-
<PAGE>   32

reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) which the Issuer may
be required to file with the Commission pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended; or, if the Issuer is not
required to file information, documents or reports pursuant to either of such
Sections, then to file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such of
the supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, in respect of a debt security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

         (b) to file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the
Issuer with the conditions and covenants provided for in this Indenture as may
be required from time to time by such rules and regulations;

         (c) if there are any Original Issue Discount Securities Outstanding, to
file with the Trustee promptly after the end of each calendar year (i) a written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on such Securities as of the end of such year and
(ii) such other specific information relating to such original issue discount as
may then be relevant under the Internal Revenue Code of 1986, as amended from
time to time;

         (d) to transmit by mail to the Holders of Securities within 30 days
after the filing thereof with the Trustee, in the manner and to the extent
provided in Section 4.4(c), such summaries of any information, documents and
reports required to be filed by the Issuer pursuant to subsections (a), (b) and
(c) of this Section 4.3 as may be required to be transmitted to such Holders by
rules and regulations prescribed from time to time by the Commission; and

         (e) furnish to the Trustee, not less than annually, a brief certificate
from the principal executive officer, principal financial officer or principal
accounting officer as to his knowledge of the Issuer's compliance with all
conditions and covenants under this Indenture. For purposes of this subsection
(e), such compliance shall be determined without regard to any period of grace
or requirement of notice provided under this Indenture.

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

         Section 4.4 Reports by the Trustee.

         (a) Within 60 days after January 1 of each year commencing with the
year 2002, the Trustee shall transmit by mail to the Holders of Securities, as
provided in subsection (c) of this Section, a brief report dated as of such
January 1 with respect to any of the following events which

                                      -26-
<PAGE>   33

may have occurred within the last 12 months (but if no such event has occurred
within such period, no report need be transmitted):

                  (i) any change to its eligibility under Section 6.9 and its
         qualification under Section 6.8;

                  (ii) the creation of, or any material change to, a
         relationship specified in paragraph (i) through (x) of Section 6.8 (c);

                  (iii) the character and amount of any advances (and if the
         Trustee elects so to state, the circumstances surrounding the making
         thereof) made by the Trustee (as such) which remain unpaid on the date
         of such report and for the reimbursement of which it claims or may
         claim a lien or charge, prior to that of the Securities of any series,
         on any property or funds held or collected by it as Trustee, except
         that the Trustee shall not be required (but may elect) to report such
         advances if such advances so remaining unpaid aggregate not more than
         1/2 of 1% of the principal amount of all Securities Outstanding on the
         date of such report;

                  (iv) the amount, interest rate, if any, and maturity date of
         all other indebtedness owing by the Issuer (or by any other obligor on
         the Securities) to the Trustee in its individual capacity on the date
         of such report, with a brief description of any property held as
         collateral security therefor, except any indebtedness based upon a
         creditor relationship arising in any manner described in Section
         6.13(b) (2), (3), (4) or (6);

                  (v) any change to the property and funds, if any, physically
         in the possession of the Trustee (as such) on the date of such report;

                  (vi) any additional issue of Securities which the Trustee has
         not previously reported; and

                  (vii) any action taken by the Trustee in the performance of
         its duties under this Indenture which it has not previously reported
         and which in its opinion materially affects the Securities, except
         action in respect of a default, notice of which has been or is to be
         withheld by it in accordance with the provisions of Section 5.8.

         (b) The Trustee shall transmit to the Securityholders of each series,
as provided in subsection (c) of this Section 4.4, a brief report with respect
to the character and amount of any advances (and if the Trustee elects so to
state, the circumstances surrounding the making thereof) made by the Trustee, as
such, since the date of the last report transmitted pursuant to the provisions
of subsection (a) of this Section 4.4 (or if no such report has yet been so
transmitted, since the date of this Indenture) for the reimbursement of which it
claims or may claim a lien or charge prior to that of the Securities of such
series on property or funds held or collected by it as Trustee and which it has
not previously reported pursuant to this subsection (b), except that the Trustee
shall not be required (but may elect) to report such advances if such advances
remaining unpaid at any time

                                      -27-
<PAGE>   34

aggregate 10% or less of the principal amount of all Securities Outstanding at
such time, such report to be transmitted within 90 days after such time.

         (c) Reports pursuant to this Section shall be transmitted by mail:

                  (i) to all Holders of Securities, as the names and addresses
         of such Holders appear upon the registry books of the Issuer; and

                  (ii) to all other Persons to whom such reports are required to
         be transmitted pursuant to Section 313(c) of the Trust Indenture Act of
         1939.

         (d) A copy of each such report shall, at the time of such transmission
to Securityholders, be furnished to the Issuer and be filed by the Trustee with
each stock exchange upon which the Securities of any applicable series are
listed and also with the Commission. The Issuer agrees to promptly notify the
Trustee with respect to any series when and as the Securities of such series
become admitted to trading on any national securities exchange or delisted from
trading thereon.

                                  ARTICLE FIVE
                  REMEDIES OF THE TRUSTEE AND SECURITY HOLDERS
                               ON EVENT OF DEFAULT

         Section 5.1 Events of Default. "Event of Default", wherever used herein
with respect to Securities of any series, means any one or more of the following
events (whatever the reason for such Event of Default), unless it is either
inapplicable to a particular series or it is specifically deleted or modified in
or pursuant to the Board Resolution or supplemental indenture establishing such
series of Securities or in the form of Security, for such series:

         (a) default in the payment of any installment of interest upon any of
the Securities of such series as and when the same shall become due and payable,
and continuance of such default for a period of 30 days; or

         (b) default in the payment of the principal of or premium, if any, of
the Securities of such series as and when the same shall become due and payable
either at maturity, upon redemption, by declaration or otherwise; or

         (c) default in the payment or satisfaction of any sinking fund or other
purchase obligation with respect to Securities of such series, as and when such
obligation shall become due and payable as in this Indenture expressed; or

         (d) failure on the part of the Issuer duly to observe or perform any
other of the covenants or agreements on the part of the Issuer in the Securities
of such series or in this Indenture continued for a period of 60 days after the
date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Issuer by the Trustee by certified or registered
mail, or to

                                      -28-
<PAGE>   35

the Issuer and the Trustee by the Holders of at least 25% in aggregate principal
amount of the Securities of such series then Outstanding; or

         (e) without the consent of the Issuer or any Subsidiary Guarantor with
respect to Securities of such series, a court having jurisdiction shall enter an
order for relief with respect to the Issuer or such Subsidiary Guarantor under
the Bankruptcy Code or without the consent of the Issuer or such Subsidiary
Guarantor a court having jurisdiction shall enter a judgment, order or decree
adjudging the Issuer or such Subsidiary Guarantor a bankrupt or insolvent, or
enter an order for relief for reorganization, arrangement, adjustment or
composition of or in respect of the Issuer or such Subsidiary Guarantor under
the Bankruptcy Code or applicable state insolvency law and the continuance of
any such judgment, order or decree is unstayed and in effect for a period of 90
consecutive days; or

         (f) the Issuer or any Subsidiary Guarantor with respect to Securities
of such series shall institute proceedings for entry of an order for relief with
respect to itself under the Bankruptcy Code or for an adjudication of
insolvency, or shall consent to the institution of bankruptcy or insolvency
proceedings against it, or shall file a petition seeking, or seek or consent to
reorganization, arrangement, composition or relief under the Bankruptcy Code or
any applicable state law, or shall consent to the filing of such petition or to
the appointment of a receiver, custodian, liquidator, assignee, trustee,
sequestrator or similar official of the Issuer or such Subsidiary Guarantor or
of substantially all of its property, or the Issuer or such Subsidiary Guarantor
shall make a general assignment for the benefit of creditors as recognized under
the Bankruptcy Code; or

         (g) any other Event of Default provided with respect to the Securities
of such series.

         If an Event of Default with respect to Securities of any series then
Outstanding occurs and is continuing, then and in each and every such case,
unless the principal of all of the Securities of such series 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 such series then Outstanding,
by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the principal (or, if the Securities of such
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series) of all the Securities of
such series and the interest, if any, accrued thereon to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, notwithstanding anything to the contrary contained
in this Indenture or in the Securities of such series. This provision, however,
is subject to the condition that, if at any time after the unpaid principal
amount (or such specified amount) of the Securities of such series 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 Issuer shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest, if any, upon all of the
Securities of such series and the principal of any and all Securities of such
series which shall have become due otherwise than by acceleration (with interest
on overdue installments of interest, if any, to the extent that payment of such
interest is enforceable under applicable law and on such principal at the rate
borne by the Securities of such

                                      -29-
<PAGE>   36

series to the date of such payment or deposit) and the reasonable compensation,
disbursements, expenses and advances of the Trustee, and any and all defaults
under this Indenture, other than the nonpayment of such portion of the principal
amount of and accrued interest, if any, on Securities of such series which shall
have become due by acceleration, shall have been cured or shall have been waived
in accordance with Section 5.7 or provision deemed by the Trustee to be adequate
shall have been made therefor, then and in every such case the Holders of a
majority in aggregate principal amount of the Securities of such series then
Outstanding, by written notice to the Issuer and to the Trustee, may rescind and
annul such declaration and its consequences; but no such rescission and
annulment shall extend to or shall affect any subsequent default, or shall
impair any right consequent thereon. If any Event of Default with respect to the
Issuer specified in Section 5.1(e) or 5.1(f) occurs, all unpaid principal amount
(or, if the Securities of any series then Outstanding are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of each such series) and accrued interest on all Securities of each
series then Outstanding shall ipso facto become and be immediately due and
payable without any declaration or other act by the Trustee or any
Securityholder.

         If the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such rescission or annulment or for any other reason or shall have been
determined adversely to the Trustee, then and in every such case the Issuer, the
Trustee and the Securityholders shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceeding had been taken.

         Except with respect to an Event of Default pursuant to Section 5.1 (a),
(b) or (c), the Trustee shall not be charged with knowledge of any Event of
Default unless written notice thereof shall have been given to a Responsible
Officer by the Issuer, a paying agent or any Securityholder.

         Section 5.2 Payment of Securities on Default; Suit Therefor. The Issuer
covenants that (a) if default shall be made in the payment of any installment of
interest upon any of the Securities of any series then Outstanding as and when
the same shall become due and payable, and such default shall have continued for
a period of 30 days, or (b) if default shall be made in the payment of the
principal of any of the Securities of such series as and when the same shall
have become due and payable, whether at maturity of the Securities of such
series or upon redemption or by declaration or otherwise, then, upon demand of
the Trustee, the Issuer will pay to the Trustee, for the benefit of the Holders
of the Securities, the whole amount that then shall have become due and payable
on all such Securities of such series for principal or interest, if any, or
both, as the case may be, with interest upon the overdue principal and (to the
extent that payment of such interest is enforceable under applicable law) upon
the overdue installments of interest, if any, at the rate borne by the
Securities of such series; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including a
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
any expenses or liabilities incurred by the Trustee hereunder other than through
its negligence or bad faith.

                                      -30-
<PAGE>   37

         If the Issuer shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or any other obligor on the
Securities of such series and collect in the manner provided by law out of the
property of the Issuer or any other obligor on the Securities of such series,
wherever situated, the moneys adjudged or decreed to be payable.

         If there shall be pending proceedings for the bankruptcy or for the
reorganization of the Issuer or any other obligor on the Securities of any
series then Outstanding under any bankruptcy, insolvency or other similar law
now or hereafter in effect, or if a receiver or trustee or similar official
shall have been appointed for the property of the Issuer or such other obligor,
or in the case of any other similar judicial proceedings relative to the Issuer
or other obligor upon the Securities of such series, or to the creditors or
property of the Issuer or such other obligor, the Trustee, irrespective of
whether the principal of the Securities of such series shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand pursuant to the provisions of
this Section 5.2, shall be entitled and empowered by intervention in such
proceedings or otherwise to file and prove a claim or claims for the whole
amount of principal and interest, if any, owing and unpaid in respect of the
Securities of such series, and, in case of any judicial proceedings, to file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and of the Securityholders
allowed in such judicial proceedings relative to the Issuer or any other obligor
on the Securities of such series, its or their creditors, or its or their
property, and to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of its charges and expenses, and any receiver, assignee or trustee or similar
official in bankruptcy or reorganization is hereby authorized by each of the
Securityholders to make such payments to the Trustee, and, if the Trustee shall
consent to the making of such payments directly to the Securityholders, to pay
to the Trustee any amount due it for compensation and expenses, including
counsel fees and expenses incurred by it up to the date of such distribution. To
the extent that such payment of reasonable compensation, expenses and counsel
fees and expenses out of the estate in any such proceedings shall be denied for
any reason, payment of the same shall be secured by a lien on, and shall be paid
out of, any and all distributions, dividends, moneys, securities and other
property which the Holders of the Securities of such series may be entitled to
receive in such proceedings, whether in liquidation or under any plan of
reorganization or arrangement or otherwise.

         All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities, or the production thereof at any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall be for the ratable benefit of the Holders of the
Securities of the series in respect of which such judgment has been recovered.


                                      -31-
<PAGE>   38

         Section 5.3 Application of Moneys Collected by Trustee. Any moneys
collected by the Trustee pursuant to Section 5.2 with respect to Securities of
any series then Outstanding shall be applied in the order following, at the date
or dates fixed by the Trustee for the distribution of such moneys, upon
presentation of the several Securities of such series, and stamping thereon the
payment, if only partially paid, and upon surrender thereof, if fully paid:

         FIRST: To the payment of costs and expenses of collection and
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
of all other expenses and liabilities incurred, and all advances made, by the
Trustee pursuant to Section 6.6 except as a result of its negligence or bad
faith;

         SECOND: If the principal of the Outstanding Securities of such series
shall not have become due and be unpaid, to the payment of interest, if any, on
the Securities of such series, in the order of the maturity of the installments
of such interest, if any, with interest (to the extent that such interest has
been collected by the Trustee) upon the overdue installments of interest, if
any, at the rate borne by the Securities of such series, such payment to be made
ratably to the Persons entitled thereto;

         THIRD: If the principal of the Outstanding Securities of such series
shall have become due, by declaration or otherwise, to the payment of the whole
amount then owing and unpaid upon the Securities of such series for principal
and interest, if any, with interest on the overdue principal and (to the extent
that such interest has been collected by the Trustee) upon overdue installments
of interest, if any, at the rate borne by the Securities of such series; and in
case such moneys shall be insufficient to pay in full the whole amounts so due
and unpaid upon the Securities of such series, then to the payment of such
principal and interest, if any, without preference or priority of principal over
interest or of interest over principal, or of any installment of interest over
any other installment of interest, or of any Security over any other Security,
ratably to the aggregate of such principal and accrued and unpaid interest; and

         FOURTH: To the payment of any surplus then remaining to the Issuer, its
successors or assigns, or to whomsoever may be lawfully entitled to receive the
same.

         No claim for interest which in any manner at or after maturity shall
have been transferred or pledged separate or apart from the Securities to which
it relates, or which in any manner shall have been kept alive after maturity by
an extension (otherwise than pursuant to an extension made pursuant to a plan
proposed by the Issuer to the Holders of all Securities of any series then
Outstanding), purchase, funding or otherwise by or on behalf or with the consent
or approval of the Issuer shall be entitled, in case of a default hereunder, to
any benefit of this Indenture, except after prior payment in full of the
principal of all Securities of any series then Outstanding and of all claims for
interest not so transferred, pledged, kept alive, extended, purchased or funded.

         Section 5.4 Proceedings by Securityholders. No Holder of any Securities
of any series then Outstanding shall have any right by virtue of or by availing
of any provision of this Indenture to institute any suit, action or proceeding
in equity or at law upon or under or with respect

                                      -32-
<PAGE>   39

to this Indenture or for the appointment of a receiver or trustee or similar
official, or for any other remedy hereunder, unless such Holder previously shall
have given to the Trustee written notice of default and of the continuance
thereof, as hereinbefore provided, and unless the Holders of not less than 25%
in aggregate principal amount of the Securities of such series then Outstanding
shall have made written request to the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding, it being
understood and intended, and being expressly covenanted by the Holder of every
Security of such series with every other taker and Holder and the Trustee, that
no one or more Holders of Securities of such series shall have any right in any
manner whatever by virtue of or by availing of any provision of this Indenture
or of the Securities to affect, disturb or prejudice the rights of any other
Holder of such Securities of such series, or to obtain or seek to obtain
priority over or preference as to any other such Holder, or to enforce any right
under this Indenture or the Securities, except in the manner herein provided and
for the equal, ratable and common benefit of all Holders of Securities of such
series.

         Notwithstanding any other provisions in this Indenture, however, the
right of any Holder of any Security to receive payment of the principal of and
interest, if any, on such Security, on or after the respective due dates
expressed in such Security, or to institute suit for the enforcement of any such
payment on or after such respective dates shall not be impaired or affected
without the consent of such Holder.

         Section 5.5 Proceedings by Trustee. In case of an Event of Default
hereunder, the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either by suit in equity or by action at law or by proceedings in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

         Section 5.6 Remedies Cumulative and Continuing. All powers and remedies
given by this Article Five to the Trustee or to the Securityholders shall, to
the extent permitted by law, be deemed cumulative and not exclusive of any
thereof or of any other powers and remedies available to the Trustee or the
Securityholders, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Securityholder to
exercise any right or power accruing upon any default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 5.4, every power and remedy given by this Article Five or
by law to the Trustee or to the Securityholders may be exercised from time to
time, and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.

                                      -33-
<PAGE>   40

         Section 5.7 Direction of Proceedings; Waiver of Defaults by Majority of
Securityholders. The Holders of a majority in aggregate principal amount of the
Securities of any series then Outstanding 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 Securities of such series; provided, however, that (subject to the
provisions of Section 6.1) the Trustee shall have the right to decline to follow
any such direction if the Trustee shall determine upon advice of counsel that
the action or proceeding so directed may not lawfully be taken or if the Trustee
in good faith by Responsible Officers shall determine that the action or
proceeding so directed would involve the Trustee in personal liability. The
Holders of a majority in aggregate principal amount of the Securities of any
series then Outstanding may on behalf of the Holders of all of the Securities of
such series waive any past default or Event of Default hereunder and its
consequences except a default in the payment of interest, if any, on, or the
principal of, the Securities of such series. Upon any such waiver the Issuer,
the Trustee and the Holders of the Securities of such series shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or Event of Default or impair
any right consequent thereon. Whenever any default or Event of Default hereunder
shall have been waived as permitted by this Section 5.7, said default or Event
of Default shall for all purposes of the Securities and this Indenture be deemed
to have been cured and to be not continuing.

         Section 5.8 Notice of Defaults. The Trustee shall, within 90 days after
the occurrence of a default, with respect to Securities of any series then
Outstanding, mail to all Holders of Securities of such series, as the names and
the addresses of such Holders appear upon the Securities register, notice of all
defaults known to the Trustee with respect to such series, unless such defaults
shall have been cured before the giving of such notice (the term "defaults" for
the purpose of this Section 5.8 being hereby defined to be the events specified
in clauses (a), (b), (c), (d), (e), (f) and (g) of Section 5.1, not including
periods of grace, if any, provided for therein and irrespective of the giving of
the written notice specified in said clause (d) but in the case of any default
of the character specified in said clause (d) no such notice to Securityholders
shall be given until at least 60 days after the giving of written notice thereof
to the Issuer pursuant to said clause (d), as the case may be); provided,
however, that, except in the case of default in the payment of the principal of
or interest, if any, on any of the Securities, or in the payment or satisfaction
of any sinking fund or other purchase obligation, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee, or a trust committee of directors or Responsible Officers
or both of the Trustee in good faith determines that the withholding of such
notice is in the best interests of the Securityholders.

         Section 5.9 Undertaking to Pay Costs. All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the cost of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorney's fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses

                                      -34-
<PAGE>   41

made by such party litigant; but the provisions of this Section 5.9 shall not
apply to any suit instituted by the Trustee, to any suit instituted by any
Securityholder, or group of Securityholders, holding in the aggregate more than
10% in principal amount of the Securities of any series then Outstanding, or to
any suit instituted by any Securityholders for the enforcement of the payment of
the principal of or interest, if any, on any Security against the Issuer on or
after the due date expressed in such Security.

                                  ARTICLE SIX
                             CONCERNING THE TRUSTEE

         Section 6.1 Duties and Responsibilities of the Trustee; During Default;
Prior to Default. With respect to the Holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a particular series and after the curing or waiving
of all Events of Default which may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to the
Securities of a series has occurred (which has not been cured or waived) the
Trustee shall exercise with respect to such series of Securities such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.

         No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that

         (a) prior to the occurrence of an Event of Default with respect to the
Securities of any series and after the curing or waiving of all such Events of
Default with respect to such series which may have occurred:

                  (i) the duties and obligations of the Trustee with respect to
         the Securities of any series shall be determined solely by the express
         provisions of this Indenture, and the Trustee shall not be liable
         except for the performance of such duties and obligations as are
         specifically set forth in this Indenture, and no implied covenants or
         obligations shall be read into this Indenture against the Trustee; and

                  (ii) in the absence of bad faith on the part of the Trustee,
         the Trustee may conclusively rely, as to the truth of the statements
         and the correctness of the opinions expressed therein, upon any
         statements, certificates or opinions furnished to the Trustee and
         conforming to the requirements of this Indenture; but in the case of
         any such statements, certificates or opinions which by any provision
         hereof are specifically required to be furnished to the Trustee, the
         Trustee shall be under a duty to examine the same to determine whether
         or not they conform to the requirements of this Indenture (but need not
         confirm or investigate the accuracy of mathematical calculations or
         other facts stated therein);


                                      -35-
<PAGE>   42

         (b) the Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts;

         (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders pursuant to Section 5.7 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture; and

         (d) 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.

         None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that the
repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

         Section 6.2 Certain Rights of the Trustee. Subject to Section 6.1:

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

         (b) any request, direction, order or demand of the Issuer mentioned
herein shall be sufficiently evidenced by an Officers' Certificate or Issuer
Order (unless other evidence in respect thereof be herein specifically
prescribed); and any resolution of the Board of Directors may be evidenced to
the Trustee by a copy thereof certified by the secretary or an assistant
secretary of the Issuer;

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

         (d) the Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this
Indenture (including, without limitation, pursuant to Section 5.1), unless such
Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
therein or thereby;


                                      -36-
<PAGE>   43

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

         (f) prior to the occurrence of an Event of Default hereunder and after
the curing or waiving of all Events of Default, 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, consent,
order, approval, appraisal, bond, debenture, note, coupon, security, or other
paper or document unless requested in writing so to do by the Holders of not
less than a majority in aggregate principal amount of the Securities of all
series affected then Outstanding; provided that, if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this Indenture, the Trustee may require reasonable indemnity
against such expenses or liabilities as a condition to proceeding; the
reasonable expenses of every such investigation shall be paid by the Issuer or,
if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer
upon demand;

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

         (h) the Trustee shall not be deemed to have notice of any Default of
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities and this Indenture.

         Section 6.3 Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein and
in the Securities, except the Trustee's certificates of authentication, shall be
taken as the statements of the Issuer, and the Trustee assumes no responsibility
for the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture, of the Securities or of any
prospectus used to sell the Securities. The Trustee shall not be accountable for
the use or application by the Issuer of any of the Securities or of the proceeds
thereof.

         Section 6.4 Trustee and Agents May Hold Securities; Collections, etc.
The Trustee or any agent of the Issuer or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee or such agent and, subject to
Sections 6.8 and 6.13, may otherwise deal with the Issuer and receive, collect,
hold and retain collections from the Issuer with the same rights it would have
if it were not the Trustee or such agent.

         Section 6.5 Moneys Held by Trustee. Subject to the provisions of
Section 10.4 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held

                                      -37-
<PAGE>   44

in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by mandatory
provisions of law. Neither the Trustee nor any agent of the Issuer or the
Trustee shall be under any liability for interest on any moneys received by it
hereunder.

         Section 6.6 Compensation and Indemnification of Trustee and Its Prior
Claim. The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, such compensation as shall be agreed to in
writing between the Issuer and the Trustee (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
and the Issuer covenants and agrees to pay or reimburse the Trustee and each
predecessor Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by or on behalf of it in accordance with any of
the provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all agents and other persons
not regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence or bad faith. The Issuer also covenants to
indemnify the Trustee and each predecessor Trustee for, and to hold it harmless
against, any and all loss, liability, damage, claim or expense, including taxes
(other than taxes based on the income of the Trustee), incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and its
duties hereunder, including the costs and expenses of defending itself against
or investigating any claim or liability in the premises. The obligations of the
Issuer under this Section 6.6 to compensate and indemnify the Trustee and each
predecessor Trustee and to pay or reimburse the Trustee and each predecessor
Trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture or the resignation or removal of the Trustee. Such additional
indebtedness shall be a senior claim to that of the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the benefit of the Holders of particular Securities, and the Securities are
hereby subordinated to such senior claim. When the Trustee incurs expenses or
renders services in connection with an Event of Default specified in Section 5.1
or in connection with Article Five hereof, the expenses (including the
reasonable fees and expenses of its counsel) and the compensation for the
service in connection therewith are intended to constitute expenses of
administration under any bankruptcy law.

         Section 6.7 Right of Trustee to Rely on Officers' Certificate, etc.
Subject to Sections 6.1 and 6.2, whenever in the administration of the trusts of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

         Section 6.8 Qualification of Trustee; Conflicting Interests.


                                      -38-
<PAGE>   45


         (a) If the Trustee has or shall acquire any conflicting interest (as
defined in subsection (c)), then within 90 days after ascertaining that it has
such conflicting interest, and if the default (as defined in subsection (c)) to
which such conflicting interest relates has not been cured or duly waived or
otherwise eliminated before the end of such 90-day period, the Trustee shall
either eliminate such conflicting interest or, except as otherwise provided
below, resign, and the Issuer shall take prompt steps to have a successor
appointed in the manner provided in Section 6.10.

         (b) If the Trustee shall fail to comply with the provisions of
subsection (a), the Trustee shall, within 10 days after the expiration of such
90-day period, transmit notice of such failure to the Securityholders in the
manner and to the extent provided in Section 4.4 and, subject to the provisions
of Section 5.9, unless the Trustee's duty to resign is stayed as provided below,
any Securityholder who has been a bona fide Holder of Securities for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee, and the
appointment of a successor, if the Trustee fails, after written request thereof
by such Securityholder, to comply with the provisions of subsection (a).

         Except in the case of a default in the payment of the principal of or
interest on any Security, or in the payment of any sinking or purchase fund
installment, the Trustee shall not be required to resign as provided by this
Section 6.8 if the Trustee shall have sustained the burden of proving, on
application to the Commission and after opportunity for hearing thereon, that

                  (i) the default under the Indenture may be cured or waived
         during a reasonable period and under the procedures described in such
         application, and

                  (ii) a stay of the Trustee's duty to resign will not be
         inconsistent with the interests of Holders of the Securities.

         The filing of such an application shall automatically stay the
performance of the duty to resign until the Commission orders otherwise. Any
resignation of the Trustee shall become effective only upon the appointment of a
successor trustee in accordance with the provisions of Section 6.10 and such
successor's acceptance of such an appointment.

         (c) For the purposes of this Section 6.8, the Trustee shall be deemed
to have a conflicting interest with respect to Securities of any series if the
Securities of such series are in default (as determined in accordance with the
provisions of Section 5.1, but exclusive of any period of grace or requirement
of notice) and

                  (i) the Trustee is trustee under this Indenture with respect
         to the Outstanding securities of any other series or is a trustee under
         another indenture under which any other securities, or certificates of
         interest or participation in any other securities, of the Issuer are
         outstanding, unless such other indenture is a collateral trust
         indenture under which the only collateral consists of Securities issued
         under this Indenture; provided that there shall be excluded from the
         operation of this paragraph (i), this Indenture with respect to the
         Securities of any other series and there shall also be so excluded any
         other indenture or indentures

                                      -39-
<PAGE>   46

         under which other securities, or certificates of interest or
         participation in other securities, of the Issuer are outstanding if (x)
         this Indenture is and, if applicable, this Indenture and any series
         issued pursuant to this Indenture and such other indenture or
         indentures are wholly unsecured and rank equally and such other
         indenture or indentures are hereafter qualified under the Trust
         Indenture Act of 1939, unless the Commission shall have found and
         declared by order pursuant to Section 305(b) or Section 307(c) of the
         Trust Indenture Act of 1939 that differences exist between the
         provisions of this Indenture with respect to Securities of such series
         and one or more other series, or the provisions of this Indenture and
         the provisions of such other indenture or indentures which are so
         likely to involve a material conflict of interest as to make it
         necessary in the public interest or for the protection of investors to
         disqualify the Trustee from acting as such under this Indenture with
         respect to Securities of such series and such other series, or under
         this Indenture or such other indenture or indentures, or (y) the Issuer
         shall have sustained the burden of proving, on application to the
         Commission and after opportunity for hearing thereon, that trusteeship
         under this Indenture with respect to Securities of such series and such
         other series, or under this Indenture and such other indenture or
         indentures is not so likely to involve a material conflict of interest
         as to make it necessary in the public interest or for the protection of
         investors to disqualify the Trustee from acting as such under this
         Indenture with respect to Securities of such series and such other
         series, or under this Indenture and such other indentures;

                  (ii) the Trustee or any of its directors or executive officers
         is an underwriter for the Issuer;

                  (iii) the Trustee directly or indirectly controls or is
         directly or indirectly controlled by or is under direct or indirect
         common control with an underwriter for the Issuer;

                  (iv) the Trustee or any of its directors or executive officers
         is a director, officer, partner, employee, appointee, or representative
         of the Issuer, or of an underwriter (other than the Trustee itself) for
         the Issuer who is currently engaged in the business of underwriting,
         except that (x) one individual may be a director or an executive
         officer, or both, of the Trustee and a director or an executive
         officer, or both, of the Issuer, but may not be at the same time an
         executive officer of both the Trustee and the Issuer; (y) if and so
         long as the number of directors of the Trustee in office is more than
         nine, one additional individual may be a director or an executive
         officer, or both, of the Trustee and a director of the Issuer; and (z)
         the Trustee may be designated by the Issuer or by any underwriter for
         the Issuer to act in the capacity of transfer agent, registrar,
         custodian, paying agent, fiscal agent, escrow agent, or depositary, or
         in any other similar capacity, or, subject to the provisions of
         subsection (c) (i) of this Section, to act as trustee, whether under an
         indenture or otherwise;

                  (v) 10% or more of the voting securities of the Trustee is
         beneficially owned either by the Issuer or by any director, partner or
         executive officer thereof, or 20% or more of such voting securities is
         beneficially owned, collectively, by any two or more of such

                                      -40-
<PAGE>   47

         persons; or 10% or more of the voting securities of the Trustee is
         beneficially owned either by an underwriter for the Issuer or by any
         director, partner, or executive officer thereof, or is beneficially
         owned, collectively, by any two or more such persons;

                  (vi) the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default, (x) 5% or
         more of the voting securities or 10% or more of any other class of
         security of the Issuer, not including the Securities issued under this
         Indenture and securities issued under any other indenture under which
         the Trustee is also trustee, or (y) 10% or more of any class of
         security of an underwriter for the Issuer;

                  (vii) the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default, 5% or more
         of the voting securities of any person who, to the knowledge of the
         Trustee, owns 10% or more of the voting securities of, or controls
         directly or indirectly or is under direct or indirect common control
         with, the Issuer;

                  (viii) the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default, 10% or more
         of any class security of any person who, to the knowledge of the
         Trustee, owns 50% or more of the voting securities of the Issuer;

                  (ix) the Trustee owns on the date of default (as determined in
         accordance with the provisions of Section 5.1, but exclusive of any
         period of grace or requirement of notice) or on any anniversary of such
         default while such default remains outstanding, in the capacity of
         executor, administrator, testamentary or inter vivos trustee, guardian,
         committee or conservator, or in any other similar capacity, an
         aggregate of 25% or more of the voting securities, or of any class of
         security, of any Person, the beneficial ownership of a specified
         percentage of which would have constituted a conflicting interest under
         paragraphs (vi), (vii) or (viii) of this subsection. As to any such
         securities of which the Trustee acquired ownership through becoming
         executor, administrator, or testamentary trustee of an estate which
         included them, the provisions of the preceding sentence shall not
         apply, for a period of two years from the date of such acquisition, to
         the extent that such securities included in such estate do not exceed
         25% of such voting securities or 25% of any such class of security.
         Promptly after the dates of any such default and annually in each
         succeeding year that the Securities remain in default, the Trustee
         shall make a check of its holdings of such securities in any of the
         above-mentioned capacities as of such dates. If the Issuer fails to
         make payment in full of principal of or interest on any of the
         Securities when and as the same becomes due and payable, and such
         failure continues for 30 days thereafter, the Trustee shall make a
         prompt check of its holdings of such Securities in any of the
         above-mentioned capacities as of the date of the expiration of such
         30-day period, and after such date, notwithstanding the foregoing
         provisions of this paragraph, all such Securities so held by the
         Trustee, with sole or joint control over such Securities vested in it,
         shall, but only so long as such failure shall continue, be considered
         as though beneficially owned by the Trustee for the purposes of
         paragraphs (vi), (vii) and (viii) of this subsection; or

                                      -41-
<PAGE>   48


                  (x) except under the circumstances described in paragraphs
         (1), (3), (4), (5) or (6) of Section 6.13(b), the Trustee shall be or
         shall become a creditor of the Issuer.

         For purposes of subsection (c) (i), the term "series of securities" or
"series" means a series, class or group of securities issuable under an
indenture pursuant to the terms of which holders of one such series may vote to
direct the Trustee, or otherwise take action pursuant to a vote of such holders,
separately from holders of another such series; provided that "series of
securities" or "series" shall not include any series of securities issuable
under an indenture if all such series rank equally and are wholly unsecured.

         The specification of percentages in subsections (c) (v) to (ix)
inclusive of this Section 6.8 shall not be construed as indicating that the
ownership of such percentages of the securities of a person is or is not
necessary or sufficient to constitute direct or indirect control for the
purposes of subsections (c) (iii) or (vii) of this Section.

         For the purposes of subsections (c) (vi), (vii), (viii) and (ix), of
this Section 6.8, only,

                  (A) the terms "security" and "securities" shall include only
         such securities as are generally known as corporate securities, but
         shall not include any note or other evidence of indebtedness issued to
         evidence an obligation to repay moneys lent to a person by one or more
         banks, trust companies, or banking firms, or any certificate of
         interest or participation in any such note or evidence of indebtedness;

                  (B) an obligation shall be deemed to be in default when a
         default in payment of principal shall have continued for 30 days or
         more and shall not have been cured; and

                  (C) the Trustee shall not be deemed to be the owner or holder
         of (x) any security which it holds as collateral security, as trustee
         or otherwise, for an obligation which is not in default as defined in
         clause (B) above, or (y) any security which it holds as collateral
         security under this Indenture, irrespective of any default hereunder,
         or (z) any security which it holds as agent for collection, or as
         custodian, escrow agent, or depositary, or in any similar
         representative capacity.

         Except as provided above, the word "security" or "securities" as used
in this Section 6.8 shall mean any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any
profit-sharing agreement, collateral trust certificate, preorganization
certificate or subscription, transferable share, investment contract, voting
trust certificate, certificate of deposit for a security, fractional undivided
interest in oil, gas or other mineral rights, or, in general, any interest or
instrument commonly known as a "security", or any certificate of interest or
participation in, temporary or interim certificate for, receipt for, guarantee
of, or warrant or right to subscribe to or purchase, any of the foregoing.

         (d) For purposes of this Section 6.8:

                                      -42-
<PAGE>   49


                  (i) the term "underwriter" when used with reference to the
         Issuer shall mean every person who, within a one year period prior to
         the time as of which the determination is made, was an underwriter of
         any security of the Issuer outstanding at the time of the
         determination;

                  (ii) the term "director" shall mean any director of a
         corporation or any individual performing similar functions with respect
         to any organization whether incorporated or unincorporated;

                  (iii) the term "person" shall mean an individual, a
         corporation, a partnership, an association, a joint-stock company, a
         trust, an unincorporated organization, or a government or political
         subdivision thereof; as used in this paragraph, the term "trust" shall
         include only a trust where the interest or interests of the beneficiary
         or beneficiaries are evidenced by a security;

                  (iv) the term "voting security" shall mean any security
         presently entitling the owner or holder thereof to vote in the
         direction or management of the affairs of a person, or any security
         issued under or pursuant to any trust, agreement or arrangement whereby
         a trustee or trustees or agent or agents for the owner or holder of
         such security are presently entitled to vote in the direction or
         management of the affairs of a person;

                  (v) the term "Issuer" shall mean any obligor upon the
         Securities; and

                  (vi) the term "executive officer" shall mean the president,
         every vice president, every trust officer, the cashier, the secretary,
         and the treasurer of a corporation, and any individual customarily
         performing similar functions with respect to any organization whether
         incorporated or unincorporated, but shall not include the chairman of
         the board of directors.

         (e) The percentages of voting securities and other securities specified
in this Section 6.8 shall be calculated in accordance with the following
provisions:

                  (i) a specified percentage of the voting securities of the
         Trustee, the Issuer or any other person referred to in this Section
         (each of whom is referred to as a "person" in this paragraph) means
         such amount of the outstanding voting securities of such person as
         entitles the holder or holders thereof to cast such specified
         percentage of the aggregate votes which the holders of all the
         outstanding voting securities of such person are entitled to cast in
         the direction or management of the affairs of such person;

                  (ii) a specified percentage of a class of securities of a
         person means such percentage of the aggregate amount of securities of
         the class outstanding;


                                      -43-
<PAGE>   50

                  (iii) the term "amount", when used in regard to securities,
         means the principal amount if relating to evidences of indebtedness,
         the number of shares if relating to capital shares, and the number of
         units if relating to any other kind of security;

                  (iv) the term "outstanding" means issued and not held by or
         for the account of the issuer; the following securities shall not be
         deemed outstanding within the meaning of this definition:

                  (A) securities of an issuer held in a sinking fund relating to
         securities of the issuer of the same class;

                  (B) securities of an issuer held in a sinking fund relating to
         another class of securities of the issuer, if the obligation evidenced
         by such other class of securities is not in default as to principal or
         interest or otherwise;

                  (C) securities pledged by the issuer thereof as security for
         an obligation of the issuer not in default as to principal or interest
         or otherwise; and

                  (D) securities held in escrow if placed in escrow by the
         issuer thereof;

provided, that any voting securities of an issuer shall be deemed outstanding if
any person other than the issuer is entitled to exercise the voting rights
thereof; and

                  (v) a security shall be deemed to be of the same class as
         another security if both securities confer upon the holder or holders
         thereof substantially the same rights and privileges; provided, that,
         in the case of secured evidences of indebtedness, all of which are
         issued under a single indenture, differences in the interest rates or
         maturity dates of various series thereof shall not be deemed sufficient
         to constitute such series different classes and provided, further,
         that, in the case of unsecured evidences of indebtedness, differences
         in the interest rates or maturity dates thereof shall not be deemed
         sufficient to constitute them securities of different classes, whether
         or not they are issued under a single indenture.

         Section 6.9 Persons Eligible for Appointment as Trustee. The Trustee
for each series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any state or the District of Columbia having a combined capital and surplus
of at least $50,000,000, and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by federal,
state or District of Columbia authority, or a corporation or other Person
permitted to act as trustee by the Commission. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. No obligor upon the Securities or any
Affiliate of such obligor shall serve as trustee upon the Securities. In case at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section

                                      -44-
<PAGE>   51

6.9, the Trustee shall resign immediately in the manner and with the effect
specified in Section 6.10.

         Section 6.10 Resignation and Removal; Appointment of Successor Trustee.

         (a) The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign with respect to one or more or all series of Securities by
giving written notice of resignation to the Issuer. Upon receiving such notice
of resignation, the Issuer shall promptly appoint a successor trustee or
trustees with respect to the applicable series by written instrument in
duplicate, executed by authority of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee may,
at the expense of the Issuer, petition any court of competent jurisdiction for
the appointment of a successor trustee, or any Securityholder who has been a
bona fide Holder of a Security or Securities of the applicable series for at
least six months may, subject to the provisions of Section 5.9, on behalf of
himself and all others similarly situated, petition any such court for the
appointment of a successor trustee. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, appoint a successor trustee.

         (b) In case at any time any of the following shall occur:

                  (i) the Trustee shall fail to comply with the provisions of
         Section 6.8 with respect to any series of Securities after written
         request therefor by the Issuer or by any Securityholder who has been a
         bona fide Holder of a Security or Securities of such series for at
         least six months; or

                  (ii) the Trustee shall cease to be eligible in accordance with
         the provisions of Section 6.9 and shall fail to resign after written
         request therefor by the Issuer or by any such Securityholder; or

(iii)    the Trustee shall become incapable of acting with respect to any series
         of Securities, or shall be adjudged a bankrupt or insolvent, or a
         receiver or liquidator 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, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such series
by written instrument, in duplicate, executed by order of the Board of Directors
one copy of which instrument shall be delivered to the Trustee so removed and
one copy to the successor trustee, or, subject to the provisions of Section 5.9,
any Securityholder who has been a bona fide Holder of a Security or Securities
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 removal
of the Trustee and the appointment of a successor trustee

                                      -45-
<PAGE>   52

with respect to such series. Such court may thereupon, after such notice, if
any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.

         (c) The Holders of a majority in aggregate principal amount of the
Securities of each series then Outstanding may at any time remove the Trustee
with respect to Securities of such series and appoint a successor trustee with
respect to the Securities of such series by delivering to the Trustee so
removed, to the successor trustee so appointed and to the Issuer the evidence
provided for in Section 7.1 of the action in that regard taken by the
Securityholders. If no successor trustee shall have been so appointed with
respect to any series and have accepted appointment within 30 days after the
delivery of such evidence of removal, the Trustee may, at the expense of the
Issuer, petition any court of competent jurisdiction for the appointment of a
successor trustee, or any Securityholder who has been a bona fide Holder of a
Security or Securities of the applicable series for at least six months may,
subject to the provisions of Section 5.9, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee.

         (d) Any resignation or removal of the Trustee with respect to any
series and any appointment of a successor trustee with respect to such series
pursuant to any of the provisions of this Section 6.10 shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
6.11.

         Section 6.11 Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to Section 10.4,
pay over to the successor trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of any
such successor trustee, the Issuer shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.6.

         If a successor trustee is appointed with respect to the Securities of
one or more (but not all) series, the Issuer, the predecessor Trustee and each
successor trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to the
Securities of any series as to

                                      -46-
<PAGE>   53

which the predecessor Trustee is not retiring shall continue to be vested in the
predecessor Trustee, and 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 under separate indentures.

         No successor trustee with respect to any series of Securities shall
accept appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under the provisions of
Section 6.8 and eligible under the provisions of Section 6.9.

         Upon acceptance of appointment by any successor trustee as provided in
this Section 6.11, the Issuer shall give notice thereof to the Holders of
Securities of each series affected, by mailing such notice to such Holders at
their addresses as they shall appear on the registry books. If the Issuer fails
to give such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be given at
the expense of the Issuer.

         Section 6.12 Merger, Conversion, Consolidation or Succession to
Business of Trustee. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided that such corporation shall be qualified under the
provisions of Section 6.8 and eligible under the provisions of Section 6.9,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

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

         Section 6.13 Preferential Collection of Claims Against the Issuer.
Subject to the provisions of this Section, if the Trustee shall be or shall
become a creditor, directly or indirectly, secured or unsecured, of the Issuer
within three months prior to a default, as defined in subsection (c) of this
Section 6.13, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee

                                      -47-
<PAGE>   54

individually, the Holders of the Securities and the holders of other indenture
securities (as defined in this Section 6.13):

                  (1) an amount equal to any and all reductions in the amount
         due and owing upon any claim as such creditor in respect of principal
         or interest, effected after the beginning of such three month period
         and valid as against the Issuer and its other creditors, except any
         such reduction resulting from the receipt or disposition of any
         property described in subsection (a) (2) of this section, or from the
         exercise of any right of set-off which the Trustee could have exercised
         if a petition in bankruptcy had been filed by or against the Issuer
         upon the date of such default; and

                  (2) all property received by the Trustee in respect of any
         claim as such creditor, either as security therefor, or in satisfaction
         or composition thereof, or otherwise, after the beginning of such three
         month period, or an amount equal to the proceeds of any such property,
         if disposed of, subject, however, to the rights, if any, of the Issuer
         and its other creditors in such property or such proceeds.

         Nothing herein contained, however, shall affect the right of the
Trustee:

                  (A) to retain for its own account (i) payments made on account
         of any such claim by any Person (other than the Issuer) who is liable
         thereon, (ii) the proceeds of the bona fide sale of any such claim by
         the Trustee to a third Person, and (iii) distributions made in cash,
         securities or other property in respect of claims filed against the
         Issuer in bankruptcy or receivership or in proceedings for
         reorganization pursuant to the Bankruptcy Code or applicable state law;

                  (B) to realize, for its own account, upon any property held by
         it as security for any such claim, if such property was so held prior
         to the beginning of such three month period;

                  (C) to realize, for its own account, but only to the extent of
         the claim hereinafter mentioned, upon any property held by it as
         security for any such claim, if such claim was created after the
         beginning of such three month period and such property was received as
         security therefor simultaneously with the creation thereof, and if the
         Trustee shall sustain the burden of proving that at the time such
         property was so received the Trustee had no reasonable cause to believe
         that a default as defined in subsection (c) of this Section would occur
         within three months; or

                  (D) to receive payment on any claim referred to in paragraph
         (B) or (C), against the release of any property held as security for
         such claim as provided in such paragraph (B) or (C), as the case may
         be, to the extent of the fair value of such property.

         For the purposes of paragraphs (B), (C) and (D), property substituted
after the beginning of such three month period for property held as security at
the time of such substitution shall, to the extent of the fair value of the
property released, have the same status as the property released, and,

                                      -48-
<PAGE>   55

to the extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any preexisting claim of the Trustee as such creditor, such claim shall have the
same status as such pre-existing claim.

         If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned
between the Trustee, the Securityholders and the holders of other indenture
securities in such manner that the Trustee, such Securityholders and the holders
of other indenture securities realize, as a result of payments from such special
account and payments of dividends on claims filed against the Issuer in
bankruptcy or receivership or in proceedings for reorganization pursuant to the
Bankruptcy Code or applicable state law, the same percentage of their respective
claims, figured before crediting to the claim of the Trustee anything on account
of the receipt by it from the Issuer of the funds and property in such special
account, and before crediting to the respective claims of the Trustee, such
Securityholders and the holders of other indenture securities, dividends on
claims filed against the Issuer in bankruptcy or receivership or in proceedings
for reorganization pursuant to the Bankruptcy Code or applicable state law, but
after crediting thereon receipts on account of the indebtedness represented by
their respective claims from all sources other than from such dividends and from
the funds and property so held in such special account. As used in this
paragraph, with respect to any claim, the term "dividends" shall include any
distribution with respect to such claim, in bankruptcy or receivership or in
proceedings for reorganization pursuant to the Bankruptcy Code or applicable
state law, whether such distribution is made in cash, securities or other
property, but shall not include any such distribution with respect to the
secured portion, if any, of such claim. The court in which such bankruptcy,
receivership or proceeding for reorganization is pending shall have jurisdiction
(i) to apportion between the Trustee, such Securityholders and the holders of
other indenture securities, in accordance with the provisions of this paragraph,
the funds and property held in such special account and the proceeds thereof, or
(ii) in lieu of such apportionment, in whole or in part, to give to the
provisions of this paragraph due consideration in determining the fairness of
the distributions to be made to the Trustee, such Securityholders and the
holders of other indenture securities with respect to their respective claims,
in which event it shall not be necessary to liquidate or to appraise the value
of any securities or other property held in such special account or as security
for any such claim, or to make a specific allocation of such distributions as
between the secured and unsecured portions of such claims, or otherwise to apply
the provisions of this paragraph as a mathematical formula.

         Any Trustee who has resigned or been removed after the beginning of
such three month period shall be subject to the provisions of this subsection
(a) as though such resignation or removal had not occurred. If any Trustee has
resigned or been removed prior to the beginning of such three month period, it
shall be subject to the provisions of this subsection (a) if and only if the
following conditions exist:

                  (i) the receipt of property or reduction of claim which would
         have given rise to the obligation to account, if such Trustee had
         continued as trustee, occurred after the beginning of such three month
         period; and


                                      -49-
<PAGE>   56


                  (ii) such receipt of property or reduction of claim occurred
         within three months after such resignation or removal.

         (b) There shall be excluded from the operation of this Section 6.13 a
creditor relationship arising from:

                  (1) the ownership or acquisition of securities issued under
         any indenture or any security or securities having a maturity of one
         year or more at the time of acquisition by the Trustee;

                  (2) advances authorized by a receivership or bankruptcy court
         of competent jurisdiction or by this Indenture for the purpose of
         preserving any property which shall at any time be subject to the lien
         of this Indenture or of discharging tax liens or other prior liens or
         encumbrances thereon, if notice of such advance and of the
         circumstances surrounding the making thereof is given to the
         Securityholders at the time and in the manner provided in this
         Indenture;

                  (3) disbursements made in the ordinary course of business in
         the capacity of trustee under an indenture, transfer agent, registrar,
         custodian, paying agent, fiscal agent or depositary, or other similar
         capacity;

                  (4) an indebtedness created as a result of services rendered
         or premises rented or an indebtedness created as a result of goods or
         securities sold in a cash transaction as defined in subsection (c)(2)
         of this Section;

                  (5) the ownership of stock or of other securities of a
         corporation organized under the provisions of Section 25 (a) of the
         Federal Reserve Act, as amended, which is directly or indirectly a
         creditor of the Issuer; or

                  (6) the acquisition, ownership, acceptance or negotiation of
         any drafts, bills of exchange, acceptances or obligations which fall
         within the classification of self-liquidating paper as defined in
         subsection (c) (3) of this Section.

         (c) As used in this Section 6.13:

                  (1) the term "default" shall mean any failure to make payment
         in full of the principal of or interest on any of the Securities when
         and as such principal or interest becomes due and payable;

                  (2) the term "cash transaction" shall mean any transaction in
         which full payment for goods or securities sold is made within seven
         days after delivery of the goods or securities in currency or in checks
         or other orders drawn upon banks or bankers and payable upon demand;


                                      -50-
<PAGE>   57

                  (3) the term "self-liquidating paper" shall mean any draft,
         bill of exchange, acceptance or obligation which is made, drawn,
         negotiated or incurred by the Issuer for the purpose of financing the
         purchase, processing, manufacture, shipment, storage or sale of goods,
         wares or merchandise and which is secured by documents evidencing title
         to, possession of, or a lien upon the goods, wares or merchandise or
         the receivables or proceeds arising from the sale of the goods, wares
         or merchandise previously constituting the security, provided the
         security is received by the Trustee simultaneously with the creation of
         the creditor relationship with the Issuer arising from the making,
         drawing, negotiating or incurring of the draft, bill of exchange,
         acceptance or obligation; and

                  (4) the term "Issuer" shall mean any obligor upon the
         Securities.

         Section 6.14 Appointment of Authenticating Agent. As long as any
Securities of a series remain Outstanding, the Trustee may, by an instrument in
writing, appoint with the approval of the Issuer an authenticating agent (the
"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.9.
Securities of each such series authenticated by such Authenticating Agent shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee. Whenever reference is made
in this Indenture to the authentication and delivery of Securities of any series
by the Trustee or to 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 for such series and a Certificate of Authentication
executed on behalf of the Trustee by such Authenticating Agent. Such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any state or the
District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000
(determined as provided in Section 6.9 with respect to the Trustee) and subject
to supervision or examination by federal or state authority.

         Any corporation into which any 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 any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent with
respect to all series of Securities for which it served as Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or such Authenticating Agent. Any Authenticating Agent may at any
time, and if it shall cease to be eligible shall, resign by giving written
notice of resignation to the Trustee and to the Issuer. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Issuer.

         Upon receiving such a notice of resignation or upon such a termination,
or in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.14 with respect to one or more
series of Securities, the Trustee may appoint a successor

                                      -51-
<PAGE>   58

Authenticating Agent which shall be acceptable to the Issuer and the Issuer
shall provide notice of such appointment to all Holders of Securities of such
series in the manner and to the extent provided in Section 11.4. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as Authenticating Agent. The
Issuer agrees to pay to the Authenticating Agent for such series from time to
time reasonable compensation. The Authenticating Agent for the Securities of any
series shall have no responsibility or liability for any action taken by it as
such at the direction of the Trustee.

         Sections 6.2, 6.3, 6.4 and 7.3 shall be applicable to any
Authenticating Agent.

                                 ARTICLE SEVEN
                         CONCERNING THE SECURITYHOLDERS

         Section 7.1 Evidence of Action Taken by Securityholders. Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Securityholders 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. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Sections 6.1 and 6.2) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article Seven.

         Section 7.2 Proof of Execution of Instruments and of Holding of
Securities. Subject to Sections 6.1 and 6.2, the execution of any instrument by
a Securityholder or his agent or proxy may be proved in the following manner:

         (a) The fact and date of the execution by any Holder of any instrument
may be proved by the certificate of any notary public or other officer of any
jurisdiction authorized to take acknowledgments of deeds or administer oaths
that the person executing such instruments acknowledged to him the execution
thereof, or by an affidavit of a witness to such execution sworn to before any
such notary or other such officer. Where such execution is by or on behalf of
any legal entity other than an individual, such certificate or affidavit shall
also constitute sufficient proof of the authority of the person executing the
same.

         (b) The ownership of Securities shall be proved by the Security
register or by a certificate of the Security registrar.

         Section 7.3 Holders to be Treated as Owners. The Issuer, the Trustee
and any agent of the Issuer or the Trustee may deem and treat the Person in
whose name any Security shall be registered upon the Security register for such
series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing


                                      -52-
<PAGE>   59

thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest, if any, on such
Security and for all other purposes; and neither the Issuer nor the Trustee nor
any agent of the Issuer or the Trustee shall be affected by any notice to the
contrary.

         Section 7.4 Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any Affiliate of the Issuer or any other obligor on the
Securities with respect to which such determination is being made shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver only
securities which a Responsible Officer of the Trustee actually knows are 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 Issuer or any other obligor upon the
Securities or any Affiliate of the Issuer or any other obligor on the
Securities. In case of a dispute as to such right, the advice of counsel shall
be full protection in respect of any decision made by the Trustee in accordance
with such advice. Upon request of the Trustee, the Issuer shall furnish to the
Trustee promptly an Officers' Certificate listing and identifying all
Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above-described Persons; and, subject to Sections 6.1 and
6.2, the Trustee shall be entitled to accept such Officers' Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

         Section 7.5 Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 7.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article Seven, revoke such action so far as concerns
such Security provided that such revocation shall not become effective until
three business days after such filing. Except as aforesaid any such action taken
by the Holder of any Security shall be conclusive and binding upon such Holder
and upon all future Holders and owners of such Security and of any Securities
issued in exchange or substitution therefor or on registration of transfer
thereof, irrespective of whether or not any notation in regard thereto is made
upon any such Security. Any action taken by the Holders of the percentage in
aggregate principal amount of the Securities of any or all series, as the case
may be, specified in this Indenture in connection with such action shall be
conclusively binding upon the Issuer, the Trustee and the Holders of all the
Securities affected by such action.


                                      -53-
<PAGE>   60

         Section 7.6 Record Date for Consents and Waivers. The Issuer may, but
shall not be obligated to, direct the Trustee to establish a record date for the
purpose of determining the Persons entitled to (i) waive any past default with
respect to the Securities of such series in accordance with Section 5.7 of the
Indenture, (ii) consent to any supplemental indenture in accordance with Section
8.2 of the Indenture or (iii) waive compliance with any term, condition or
provision of any covenant hereunder. If a record date is fixed, the Holders on
such record date, or their duly designated proxies, and any such Persons, shall
be entitled to waive any such past default, consent to any such supplemental
indenture or waive compliance with any such term, condition or provision,
whether or not such Holder remains a Holder after such record date; provided,
however, that unless such waiver or consent is obtained from the Holders, or
duly designated proxies, of the requisite principal amount of Outstanding
Securities of such series prior to the date which is the 180th day after such
record date, any such waiver or consent previously given shall automatically and
without further action by any Holder be canceled and of no further effect.

                                 ARTICLE EIGHT
                             SUPPLEMENTAL INDENTURES

         Section 8.1 Supplemental Indentures Without Consent of Securityholders.
The Issuer, when authorized by a resolution of its Board of Directors (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Issuer Order), and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act of 1939 as in force
at the date of the execution thereof) for one or more of the following purposes:

         (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Securities of one or more series any property or assets;

         (b) to evidence the succession of another Person to the Issuer or any
Subsidiary Guarantor, or successive successions, and the assumption by the
successor Person of the covenants, agreements and obligations of the Issuer or
any Subsidiary Guarantor pursuant to Articles Nine or Thirteen;

         (c) to add to the covenants of the Issuer such further covenants,
restrictions, conditions or provisions as the Issuer and the Trustee shall
consider to be for the protection of the Holders of all or any series of
Securities (and if such covenants, restrictions, conditions or provisions are to
be for the protection of less than all series of Securities, stating that the
same are expressly being included solely for the protection of such series), and
to make the occurrence, or the occurrence and continuance, of a default in any
such additional covenants, restrictions, conditions or provisions an Event of
Default permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; provided, however, that in
respect of any such additional covenant, restriction, condition or provision
such supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other

                                      -54-
<PAGE>   61

defaults) or may provide for an immediate enforcement upon such an Event of
Default or may limit the remedies available to the Trustee upon such an Event of
Default or may limit the right of the Holders of a majority in aggregate
principal amount of the Securities of such series to waive such an Event of
Default;

         (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make any other provisions as the Issuer may deem necessary or
desirable, provided, however, that no such action shall adversely affect the
interests of the Holders of the Securities;

         (e) to establish the form or terms of Securities of any series as
permitted by Sections 2.1 and 2.3;

         (f) 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; and

         (g) to reflect the release of any Subsidiary Guarantor from its
Subsidiary Guarantee in accordance with the terms of Article Thirteen and the
applicable series of Securities, or the addition of any Restricted Subsidiary of
the Issuer as a Subsidiary Guarantor in the manner provided in Article Thirteen.

         The Trustee is hereby authorized to join with the Issuer in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee 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.

         Any supplemental indenture authorized by the provisions of this Section
may be executed without the consent of the Holders of any of the Securities then
Outstanding, notwithstanding any of the provisions of Section 8.2.

         Section 8.2 Supplemental Indentures with Consent of Securityholders.
With the consent (evidenced as provided in Article Seven) of the Holders of not
less than a majority in aggregate principal amount of the Securities then
Outstanding of any series affected by such supplemental indenture, the Issuer,
when authorized by a resolution of its Board of Directors (which resolution may
provide general terms or parameters for such action and may provide that the
specific terms of such action may be determined in accordance with or pursuant
to an Issuer Order), and the Trustee may, from time to time and at any time,
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act of 1939 as in force at the date of
execution thereof) for the purpose of adding any provisions to or changing in
any manner or


                                      -55-
<PAGE>   62

eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of the
Securities of such series; provided, that no such supplemental indenture shall
(a) extend the stated final maturity of the principal of any Security, or reduce
the principal amount thereof, or reduce the rate or extend the time of payment
of interest, if any, thereon (or, in the case of an Original Issue Discount
Security, reduce the rate of accrual of original issue discount thereon), or
reduce or alter the method of computation of any amount payable on redemption,
repayment or purchase by the Issuer thereof (or the time at which any such
redemption, repayment or purchase may be made), or make the principal thereof
(including any amount in respect of original issue discount), or interest, if
any, thereon payable in any coin or currency other than that provided in the
Securities or in accordance with the terms of the Securities, or reduce the
amount of the principal of an Original Issue Discount Security that would be due
and payable upon an acceleration of the maturity thereof pursuant to Section 5.1
or the amount thereof provable in bankruptcy pursuant to Section 5.2, or impair
or affect the right of any Securityholder to institute suit for the payment
thereof or, if the Securities provide therefor, any right of repayment or
purchase at the option of the Securityholder, in each case without the consent
of the Holder of each Security so affected, or (b) reduce the aforesaid
percentage of Securities of any series, the consent of the Holders of which is
required for any such supplemental indenture, without the consent of the Holders
of each Security so affected. No consent of any Holder of any Security shall be
necessary under this Section 8.2 to permit the Trustee and the Issuer to execute
supplemental indentures pursuant to Sections 8.1 and 9.2.

         A supplemental indenture which changes or eliminates any covenant,
Event of Default 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 Holders of Securities of such series, with
respect to such covenant or provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of any other series.

         Upon the request of the Issuer, accompanied by a copy of a resolution
of the Board of Directors (which resolution may provide general terms or
parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to an Issuer Order)
certified by the secretary or an assistant secretary of the Issuer authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of the Holders of the Securities as aforesaid
and other documents, if any, required by Section 7.1, the Trustee shall join
with the Issuer in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

         It shall not be necessary for the consent of the Securityholders under
this Section 8.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.


                                      -56-
<PAGE>   63

         Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 8.2, the
Trustee shall give notice thereof to the Holders of then Outstanding Securities
of each series affected thereby, as provided in Section 11.4. Any failure of the
Issuer to give such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

         Section 8.3 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and shall be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of
each series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
shall be deemed to be part of the terms and conditions of this Indenture for any
and all purposes.

         Section 8.4 Documents to Be Given to Trustee. The Trustee, subject to
the provisions of Sections 6.1 and 6.2, shall be entitled to receive an
Officers' Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article Eight complies with the
applicable provisions of this Indenture.

         Section 8.5 Notation on Securities in Respect of Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article Eight may bear a notation in form approved by the Trustee for such
series as to any matter provided for by such supplemental indenture or as to any
action taken by Securityholders. If the Issuer or the Trustee shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Issuer, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Issuer,
authenticated by the Trustee and delivered in exchange for the Securities of
such series then Outstanding.

                                  ARTICLE NINE
                  CONSOLIDATION, MERGER, SALE, LEASE, EXCHANGE
                              OR OTHER DISPOSITION

         Section 9.1 Issuer May Consolidate, etc., on Certain Terms. Subject to
the provisions of Section 9.2, nothing contained in this Indenture or in any of
the Securities shall prevent any consolidation or merger of the Issuer with or
into any other Person or Persons (whether or not affiliated with the Issuer), or
successive consolidations or mergers in which the Issuer or its successor or
successors shall be a party or parties, or shall prevent any sale, lease,
exchange or other disposition of all or substantially all the property and
assets of the Issuer to any other Person (whether or not affiliated with the
Issuer) authorized to acquire and operate the same; provided, however, that any
such consolidation, merger, sale, lease, exchange or other disposition shall be
upon the conditions that (a) immediately after such consolidation, merger, sale,
lease, exchange or other disposition of all or substantially all of the property
and assets of the Issuer, the Person


                                      -57-
<PAGE>   64

(whether the Issuer or such other Person) formed by or surviving any such
consolidation or merger, or to which such sale, lease, exchange or other
disposition shall have been made, shall not be in default in the performance or
observance of any of the terms, covenants and conditions of this Indenture to be
kept or performed by the Issuer; (b) the Person (if other than the Issuer)
formed by or surviving any such consolidation or merger, or to which such sale,
lease, exchange or other disposition shall have been made, shall be organized
under the laws of the United States of America, any state thereof or the
District of Columbia; and (c) the due and punctual payment of the principal of
and interest, if any, on all the Securities, according to their tenor, and the
due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed by the Issuer, shall be expressly
assumed, by supplemental indenture satisfactory in form to the Trustee executed
and delivered to the Trustee, by the Person (if other than the Issuer) formed by
such consolidation, or into which the Issuer shall have been merged, or by the
Person which shall have acquired or leased such property.

         Section 9.2 Successor Corporation to be Substituted. In case of any
such consolidation or merger or any sale, conveyance or lease of all or
substantially all of the property of the Issuer and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual payment
of the principal of and interest, if any, on all of the Securities and the due
and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Issuer, such successor Person shall succeed to
and be substituted for the Issuer, with the same effect as if it had been named
herein as the party of the first part, and the Issuer (including any intervening
successor to the Issuer which shall have become the obligor hereunder) shall be
relieved of any further obligation under this Indenture and the Securities;
provided, however, that in the case of a sale, lease, exchange or other
disposition of the property and assets of the Issuer (including any such
intervening successor), the Issuer (including any such intervening successor)
shall continue to be liable on its obligations under this Indenture and the
Securities to the extent, but only to the extent, of liability to pay the
principal of and interest, if any, on the Securities at the time, places and
rate prescribed in this Indenture and the Securities. Such successor Person
thereupon may cause to be signed, and may issue either in its own name or in the
name of the Issuer, any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Issuer and delivered to the
Trustee; and, upon the order of such successor Person instead of the Issuer and
subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any Securities
which previously shall have been signed and delivered by the officers of the
Issuer to the Trustee for authentication, and any Securities which such
successor Person thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof.

         In case of any such consolidation or merger or any sale, lease,
exchange or other disposition of all or substantially all of the property and
assets of the Issuer, such changes in phraseology and

                                      -58-
<PAGE>   65

form (but not in substance) may be made in the Securities, thereafter to be
issued, as may be appropriate.

         Section 9.3 Opinion of Counsel to be Given Trustee. The Trustee,
subject to Sections 6.1 and 6.2, may receive an Officers' Certificate and
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, lease, exchange or other disposition and any such assumption complies with
the provisions of this Article Nine.

                                  ARTICLE TEN
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

         Section 10.1 Satisfaction and Discharge of Indenture.

                  (A) If at any time (a) the Issuer shall have paid or caused to
         be paid the principal of and interest, if any, on all the Securities
         Outstanding (other than Securities which have been destroyed, lost or
         stolen and which have been replaced or paid as provided in Section 2.9)
         as and when the same shall have become due and payable, or (b) the
         Issuer shall have delivered to the Trustee for cancellation all
         Securities theretofore authenticated (other than Securities which have
         been destroyed, lost or stolen and which have been replaced or paid as
         provided in Section 2.9); and if, in any such case, the Issuer shall
         also pay or cause to be paid all other sums payable hereunder by the
         Issuer, then this Indenture shall cease to be of further effect, and
         the Trustee, on demand of the Issuer accompanied by an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent relating to the satisfaction and discharge contemplated by
         this provision have been complied with, and at the cost and expense of
         the Issuer, shall execute proper instruments acknowledging such
         satisfaction and discharging this Indenture. The Issuer agrees to
         reimburse the Trustee for any costs or expenses thereafter reasonably
         and properly incurred, and to compensate the Trustee for any services
         thereafter reasonably and properly rendered, by the Trustee in
         connection with this Indenture or the Securities.

                  (B) If at any time (a) the Issuer shall have paid or caused to
         be paid the principal of, premium, if any, and interest, if any, on all
         the Securities of any series Outstanding (other than Securities of such
         series which have been destroyed, lost or stolen and which have been
         replaced or paid as provided in Section 2.9) as and when the same shall
         have become due and payable, or (b) the Issuer shall have delivered to
         the Trustee for cancellation all Securities of any series theretofore
         authenticated (other than any Securities of such series which have been
         destroyed, lost or stolen and which have been replaced or paid as
         provided in Section 2.9), or (c) in the case of any series of
         Securities with respect to which the exact amount described in clause
         (ii) below can be determined at the time of making the deposit referred
         to in such clause (ii), (i) all the Securities of such series not
         theretofore delivered to the Trustee for cancellation shall have become
         due and payable, or are by their terms to become due and payable within
         one year or are to be called for redemption within one year under
         arrangements satisfactory to the Trustee for the giving of notice of
         redemption, and (ii) the


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<PAGE>   66

         Issuer shall have irrevocably deposited or caused to be deposited with
         the Trustee as funds in trust, specifically pledged as security for,
         and dedicated solely to, the benefit of the Holders of Securities of
         such series, cash in an amount (other than moneys repaid by the Trustee
         or any paying agent to the Issuer in accordance with Section 10.4) or
         direct obligations of the United States of America, backed by its full
         faith and credit ("U.S. Government Obligations"), maturing as to
         principal and interest, if any, at such times and in such amounts as
         will insure the availability of cash, or a combination thereof,
         sufficient in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay (A) the principal of, premium,
         if any, and interest, if any, on all Securities of such series on each
         date that such principal of, premium, if any, or interest, if any, is
         due and payable, and (B) any mandatory sinking fund payments on the
         dates on which such payments are due and payable in accordance with the
         terms of the Indenture and the Securities of such series; then the
         Issuer shall be deemed to have paid and discharged the entire
         indebtedness on all the Securities of such series on the date of the
         deposit referred to in clause (ii) above and the provisions of this
         Indenture with respect to the Securities of such series (including any
         Subsidiary Guarantee with respect to such series of Securities) shall
         no longer be in effect (except, in the case of clause (c) of this
         Section 10.1(B), as to (i) rights of registration of transfer and
         exchange of Securities of such series, (ii) rights of substitution of
         mutilated, defaced, destroyed, lost or stolen Securities of such
         series, (iii) rights of Holders of Securities of such series to receive
         payments of principal thereof and premium, if any, and interest, if
         any, thereon upon the original stated due dates therefor (but not upon
         acceleration), and remaining rights of the Holders of Securities of
         such series to receive mandatory sinking fund payments thereon, if any,
         when due, (iv) the rights, obligations, duties and immunities of the
         Trustee hereunder, (v) the rights of the Holders of Securities of such
         series as beneficiaries hereof with respect to the property so
         deposited with the Trustee payable to all or any of them and (vi) the
         obligations of the Issuer under Section 3.2 with respect to Securities
         of such series) and the Trustee, on demand of the Issuer accompanied by
         an Officers' Certificate and an Opinion of Counsel, each stating that
         all conditions precedent contemplated by this provision have been
         complied with, and at the cost and expense of the Issuer, shall execute
         proper instruments acknowledging the same.

                  (C) The following provisions shall apply to the Securities of
         each series unless specifically otherwise provided in a Board
         Resolution, Officers' Certificate or indenture supplemental hereto
         provided pursuant to Section 2.3. In addition to discharge of the
         Indenture pursuant to the next preceding paragraph, in the case of any
         series of Securities with respect to which the exact amount described
         in subparagraph (a) below can be determined at the time of making the
         deposit referred to in such subparagraph (a), the Issuer shall be
         deemed to have paid and discharged the entire indebtedness on all the
         Securities of such a series on the 91st day after the date of the
         deposit referred to in subparagraph (a) below, and the provisions of
         this Indenture with respect to the Securities of such series (including
         any Subsidiary Guarantee with respect to such series of Securities)
         shall no longer be in effect (except as to (i) rights of registration
         of transfer and exchange of Securities of such series, (ii)
         substitution of mutilated, defaced, destroyed, lost or stolen
         Securities of such

                                      -60-
<PAGE>   67

         series, (iii) rights of Holders of Securities of such series to receive
         payments of principal thereof, premium, if any, and interest, if any,
         thereon upon the original stated due dates therefor (but not upon
         acceleration), and remaining rights of the Holders of Securities of
         such series to receive mandatory sinking fund payments, if any, (iv)
         the rights, obligations, duties and immunities of the Trustee
         hereunder, (v) the rights of the Holders of Securities of such series
         as beneficiaries hereof with respect to the property so deposited with
         the Trustee payable to all or any of them and (vi) the obligations of
         the Issuer under Section 3.2 with respect to Securities of such series)
         and the Trustee, on demand of the Issuer accompanied by an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent contemplated by this provision have been complied with, and
         at the cost and expense of the Issuer, shall execute proper instruments
         acknowledging the same, if

                           (a) with reference to this provision the Issuer
                  has irrevocably deposited or caused to be irrevocably
                  deposited with the Trustee as funds in trust, specifically
                  pledged as security for, and dedicated solely to, the benefit
                  of the Holders of Securities of such series (i) cash in an
                  amount, or (ii) U.S. Government Obligations, maturing as to
                  principal and interest, if any, at such times and in such
                  amounts as will insure the availability of cash, or (iii) a
                  combination thereof, sufficient, in the opinion of a
                  nationally recognized firm of independent public accountants
                  expressed in a written certification thereof delivered to the
                  Trustee, to pay (A) the principal of, premium, if any, and
                  interest, if any, on all Securities of such series on each
                  date that such principal or interest, if any, is due and
                  payable, and (B) any mandatory sinking fund payments on the
                  dates on which such payments are due and payable in accordance
                  with the terms of the Indenture and the Securities of such
                  series;

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

                           (c) the Issuer has delivered to the Trustee an
                  Opinion of Counsel based on the fact that (x) the Issuer has
                  received from, or there has been published by, the Internal
                  Revenue Service a ruling or (y), since the date hereof, there
                  has been a change in the applicable United States federal
                  income tax law, in either case to the effect that, and such
                  opinion shall confirm that, the Holders of the Securities of
                  such series will not recognize income, gain or loss for
                  Federal income tax purposes as a result of such deposit,
                  defeasance and discharge and will be subject to Federal income
                  tax on the same amount and in the same manner and at the same
                  times, as would have been the case if such deposit, defeasance
                  and discharge had not occurred.

         Section 10.2 Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 10.4, all moneys and U.S. Government Obligations
deposited with the Trustee pursuant to Section 10.1 shall be held in trust, and
such moneys and all moneys from such U.S. Government Obligations shall be
applied by it to the payment, either directly or through any paying

                                      -61-
<PAGE>   68

agent (including the Issuer acting as its own paying agent), to the Holders of
the particular Securities of such series for the payment or redemption of which
such moneys and U.S. Government Obligations have been deposited with the
Trustee, of all sums due and to become due thereon for principal and interest,
if any, but such moneys and U.S. Government Obligations need not be segregated
from other funds except to the extent required by law.

         Section 10.3 Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all moneys then held by any paying agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Issuer, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from all further liability with respect to such moneys.

         Section 10.4 Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any
paying agent for the payment of the principal of or interest, if any, on any
Security of any series and not applied but remaining unclaimed for two years
after the date upon which such principal or interest, if any, shall have become
due and payable, shall, upon the written request of the Issuer and unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law, be repaid to the Issuer by the Trustee for such series
or such paying agent, and the Holder of the Securities of such series shall,
unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property laws, thereafter look only to the Issuer for any
payment which such Holder may be entitled to collect, and all liability of the
Trustee or any paying agent with respect to such moneys shall thereupon cease.

         Section 10.5 Indemnity for U.S. Government Obligations. The Issuer
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 10.1 or the principal or interest received in respect of such
obligations.

                                 ARTICLE ELEVEN
                            MISCELLANEOUS PROVISIONS

         Section 11.1 Partners, Incorporators, Stockholders, Officers and
Directors of Issuer Exempt from Individual Liability. No recourse under or upon
any obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder,
officer or director, as such, of the Issuer or any Subsidiary Guarantor, or any
partner of the Issuer or any Subsidiary Guarantor or of any successor, either
directly or through the Issuer or any Subsidiary Guarantor or any successor,
under any rule of law, statute or constitutional provision or by the enforcement
of any assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the
Securities by the Holders thereof and as part of the consideration for the issue
of the Securities.


                                      -62-
<PAGE>   69

         Section 11.2 Provisions of Indenture for the Sole Benefit of Parties
and Holders of Securities. Nothing in this Indenture or in the Securities,
expressed or implied, shall give or be construed to give to any Person, other
than the parties hereto and their successors and the Holders of the Securities,
any legal or equitable right, remedy or claim under this Indenture or under any
covenant or provision herein contained, all such covenants and provisions being
for the sole benefit of the parties hereto and their successors and of the
Holders of the Securities.

         Section 11.3 Successors and Assigns of Issuer Bound by Indenture. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or on behalf of the Issuer or, except as provided in Section 13.4, any
Subsidiary Guarantor, shall bind their respective successors and assigns,
whether so expressed or not.

         Section 11.4 Notices and Demands on Issuer, Trustee and Holders of
Securities. Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Holders of
Securities to or on the Issuer or any Subsidiary Guarantor, or as required
pursuant to the Trust Indenture Act of 1939, may be given via facsimile or
served by being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Issuer is
filed by the Issuer with the Trustee) to Ocean Energy, Inc., 1001 Fannin, Suite
1600, Houston, Texas 77002, Attention: Chairman of the Board. Any notice,
direction, request or demand by the Issuer or any Holder of Securities to or
upon the Trustee shall be deemed to have been sufficiently given via facsimile
or served by being deposited postage prepaid, first-class mail (except as
otherwise specifically provided herein) addressed (until another address of the
Trustee is filed by the Trustee with the Issuer) to The Bank of New York, 101
Barclay Street, Floor 21 West, New York, New York 10286, Attention: Corporate
Trust Administration.

         Where this Indenture provides for notice to Holders of Securities, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder entitled
thereto, at his last address as it appears in the Security register. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

         In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice to the Issuer when such
notice is required to be given pursuant to any provision of this Indenture, then
any manner of giving such notice as shall be reasonably satisfactory to the
Trustee shall be deemed to be sufficient notice.

         Section 11.5 Officers' Certificates and Opinions of Counsel; Statements
to Be Contained Therein. Upon any application or demand by the Issuer to the
Trustee to take any action under any of the provisions of this Indenture, or as
required pursuant to the Trust Indenture Act of 1939, the Issuer shall furnish
to the Trustee an Officers' Certificate stating that all conditions

                                      -63-
<PAGE>   70

precedent provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.

         Each certificate or opinion provided for in this Indenture (other than
a certificate provided pursuant to Section 4.3(d)) and delivered to the Trustee
with respect to compliance with a condition or covenant provided for in this
Indenture shall include (a) a statement that the person making such certificate
or opinion has read such covenant or condition, (b) a brief statement as to the
nature and scope of the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are based, (c) a statement
that, in the opinion of such person, he has made such examination or
investigation as is necessary to enable him to express an opinion as to whether
or not such covenant or condition has been complied with, and (d) a statement as
to whether or not, in the opinion of such person, such condition or covenant has
been complied with.

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

         Any certificate, statement or opinion of an officer of the Issuer or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

         Any certificate or opinion of any independent firm of public
accountants filed with and directed to the Trustee shall contain a statement
that such firm is independent.

         Section 11.6 Payments Due on Saturdays, Sundays and Holidays. If the
date of maturity of principal of or interest, if any, on the Securities of any
series or the date fixed for redemption, purchase or repayment of any such
Security shall not be a Business Day, then payment of interest, if any, or
principal need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the date of maturity
or the date

                                      -64-
<PAGE>   71


fixed for redemption, purchase or repayment, and, in the case of payment, no
interest shall accrue for the period after such date.

         Section 11.7 Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this Indenture
which is required to be included herein by any of Sections 310 to 317,
inclusive, or is deemed applicable to this Indenture by virtue of the
provisions, of the Trust Indenture Act of 1939, such required provision shall
control.

         Section 11.8 GOVERNING LAW. THIS INDENTURE AND EACH SECURITY SHALL BE
DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH
STATE.

         Section 11.9 Counterparts. This Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

         Section 11.10 Effect of Headings. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

                                 ARTICLE TWELVE
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

         Section 12.1 Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
series except as otherwise specified, as contemplated by Section 2.3 for
Securities of such series.

         Section 12.2 Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Securities of any series to be redeemed as a whole
or in part at the option of the Issuer shall be given by mailing notice of such
redemption by first class mail, postage prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption to such Holders of
Securities of such series at their last addresses as they shall appear in the
Security register. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
Holder receives the notice. Failure to give notice by mail, or any defect in the
notice to the Holder of any Security of a series designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such series.

         The notice of redemption to each such Holder shall specify the
principal amount of each Security of such series held by such Holder to be
redeemed, the date fixed for redemption, the redemption price, the place or
places of payment, the CUSIP number relating to such Securities, that payment
will be made upon presentation and surrender of such Securities, that such
redemption is pursuant to the mandatory or optional sinking fund, or both, if
such be the case, that interest, if any,

                                      -65-
<PAGE>   72

(or, in the case of Original Issue Discount Securities, original issue discount)
accrued to the date fixed for redemption will be paid as specified in such
notice and that on and after said date interest, if any, (or, in the case of
Original Issue Discount Securities, original issue discount) thereon or on the
portions thereof to be redeemed will cease to accrue. In case any Security of a
series is to be redeemed in part only, the notice of redemption shall state the
portion of the principal amount thereof to be redeemed and shall state that on
and after the date fixed for redemption, upon surrender of such Security, a new
Security or Securities of such series in principal amount equal to the
unredeemed portion thereof will be issued.

         The notice of redemption of Securities of any series to be redeemed at
the option of the Issuer shall be given by the Issuer or, at the Issuer's
request, by the Trustee in the name and at the expense of the Issuer.

         On or before the redemption date specified in the notice of redemption
given as provided in this Section 12.2, the Issuer will deposit with the Trustee
or with one or more paying agents (or, if the Issuer is acting as its own paying
agent, set aside, segregate and hold in trust as provided in Section 3.5) an
amount of money sufficient to redeem on the redemption date all the Securities
of such series so called for redemption at the appropriate redemption price,
together with accrued interest, if any, to the date fixed for redemption. The
Issuer will deliver to the Trustee at least 45 days prior to the date fixed for
redemption (unless a shorter notice period shall be satisfactory to the Trustee)
an Officers' Certificate stating the aggregate principal amount of Securities to
be redeemed. In case of a redemption at the election of the Issuer prior to the
expiration of any restriction on such redemption, the Issuer shall deliver to
the Trustee, prior to the giving of any notice of redemption to Holders pursuant
to this Section, an Officers' Certificate stating that such restriction has been
complied with.

         If less than all the Securities of a series are to be redeemed, the
Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such series to be redeemed. Securities may be redeemed in part in
multiples equal to the minimum authorized denomination for Securities of such
series or any multiple thereof. The Trustee shall promptly notify the Issuer in
writing of the Securities of such series selected for redemption and, in the
case of any Securities of such series selected for partial redemption, the
principal amount thereof to be redeemed. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption
of Securities of any series shall relate, in the case of any Security redeemed
or to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed.

         Section 12.3 Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place or places stated in such notice at the applicable redemption price,
together with interest, if any, accrued to the date fixed for redemption, and on
and after said date (unless the Issuer shall default in the payment of such
Securities at the redemption price, together with interest, if any, accrued to
said date) interest (or, in the case of Original Issue Discount Securities,
original issue discount) on the Securities or portions of Securities

                                      -66-
<PAGE>   73

so called for redemption shall cease to accrue, and such Securities shall cease
from and after the date fixed for redemption (unless an earlier date shall be
specified in a Board Resolution, Officers' Certificate or executed supplemental
indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the form
and terms of the Securities of such series were established) except as provided
in Sections 6.5 and 10.4, to be entitled to any benefit or security under this
Indenture, and the Holders thereof shall have no right in respect of such
Securities except the right to receive the redemption price thereof and unpaid
interest to the date fixed for redemption. On presentation and surrender of such
Securities at a place of payment specified in said notice, said Securities or
the specified portions thereof shall be paid and redeemed by the Issuer at the
applicable redemption price, together with interest, if any, accrued thereon to
the date fixed for redemption; provided that payment of interest, if any,
becoming due on or prior to the date fixed for redemption shall be payable to
the Holders of Securities registered as such on the relevant record date subject
to the terms and provisions of Sections 2.3 and 2.7 hereof.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the redemption price shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate of
interest or Yield to Maturity (in the case of an Original Issue Discount
Security) borne by such Security.

         Upon presentation of any Security redeemed in part only, the Issuer
shall execute and the Trustee shall authenticate and deliver to or on the order
of the Holder thereof, at the expense of the Issuer, a new Security or
Securities of such series, and of like tenor, of authorized denominations, in
principal amount equal to the unredeemed portion of the Security so presented.

         Section 12.4 Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in an Officers' Certificate delivered to the Trustee at least 45 days
prior to the last date on which notice of redemption may be given as being owned
of record and beneficially by, and not pledged or hypothecated by either (a) the
Issuer, or (b) a Person specifically identified in such written statement as an
Affiliate of the Issuer.

         Section 12.5 Mandatory and Optional Sinking Funds. The minimum amount
of any sinking fund payment provided for by the terms of the Securities of any
series 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 the
Securities of any series is herein referred to as an "optional sinking fund
payment". The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date".

         In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Issuer may at its option
(a) deliver to the Trustee Securities of such series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Issuer or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Issuer and

                                      -67-
<PAGE>   74

delivered to the Trustee for cancellation pursuant to Section 2.10, (b) receive
credit for optional sinking fund payments (not previously so credited) made
pursuant to this Section 12.5, or (c) receive credit for Securities of such
series (not previously so credited) redeemed by the Issuer through any optional
redemption provision contained in the terms of such series. Securities so
delivered or credited shall be received or credited by the Trustee at the
sinking fund redemption price specified in such Securities.

         On or before the 60th day next preceding each sinking fund payment date
for any series, the Issuer will deliver to the Trustee an Officers' Certificate
(a) specifying the portion of the mandatory sinking fund payment to be satisfied
by payment of cash and the portion to be satisfied by credit of Securities of
such series and the basis for such credit, (b) stating that none of the
Securities of such series to be so credited has theretofore been so credited,
(c) stating that no defaults in the payment of interest or Events of Default
with respect to such series have occurred (which have not been waived or cured
or otherwise ceased to exist) and are continuing, and (d) stating whether or not
the Issuer intends to exercise its right to make an optional sinking fund
payment with respect to such series and, if so, specifying the amount of such
optional sinking fund payment which the Issuer intends to pay on or before the
next succeeding sinking fund payment date. Any Securities of such series to be
credited and required to be delivered to the Trustee in order for the Issuer to
be entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to Section
2.10 to the Trustee with such Officers' Certificate (or reasonably promptly
thereafter if acceptable to the Trustee). Such Officers' Certificate shall be
irrevocable and upon its receipt by the Trustee the Issuer shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment date.
Failure of the Issuer, on or before any such 60th day, to deliver such Officers'
Certificate and Securities (subject to the parenthetical clause in the second
preceding sentence) specified in this paragraph, if any, shall not constitute a
default but shall constitute, on and as of such date, the irrevocable election
of the Issuer (i) that the mandatory sinking fund payment for such series due on
the next succeeding sinking fund payment date shall be paid entirely in cash
without the option to deliver or credit Securities of such series in respect
thereof, and (ii) that the Issuer will make no optional sinking fund payment
with respect to such series as provided in this Section 12.5.

         If the sinking fund payment or payments (mandatory or optional or both)
to be made in cash on the next succeeding sinking fund payment date plus any
unused balance of any preceding sinking fund payments made in cash shall exceed
$50,000, or a lesser sum if the Issuer shall so request with respect to the
Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such
series at the sinking fund redemption price together with accrued interest, if
any, to the date fixed for redemption. If such amount shall be $50,000 or less
and the Issuer makes no such request, then it shall be carried over until a sum
in excess of $50,000 is available. The Trustee shall select, in the manner
provided in Section 12.2, for redemption on such sinking fund payment date a
sufficient principal amount of Securities of such series to absorb said cash, as
nearly as may be, and shall (if requested in writing by the Issuer) inform the
Issuer of the serial numbers of the Securities of such series (or portions


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<PAGE>   75

thereof) so selected. The Trustee, in the name and at the expense of the Issuer
(or the Issuer, if it shall so request the Trustee in writing) shall cause
notice of redemption of the Securities of such series to be given in
substantially the manner provided in Section 12.2 (and with the effect provided
in Section 12.3) for the redemption of Securities of such series in part at the
option of the Issuer. The amount of any sinking fund payments not so applied or
allocated to the redemption of Securities of such series shall be added to the
next cash sinking fund payment for such series and, together with such payment,
shall be applied in accordance with the provisions of this Section 12.5. Any and
all sinking fund moneys held on the stated maturity date of the Securities of
any particular series (or earlier, if such maturity is accelerated), which are
not held for the payment or redemption of particular Securities of such series
shall be applied, together with other moneys, if necessary, sufficient for the
purpose, to the payment of the principal of, and interest, if any, on, the
Securities of such series at maturity.

         On or before each sinking fund payment date, the Issuer shall pay to
the Trustee in cash or shall otherwise provide for the payment of all interest,
if any, accrued to the date fixed for redemption on Securities to be redeemed on
such sinking fund payment date.

         The Trustee shall not redeem or cause to be redeemed any Securities of
a series with sinking fund moneys or give any notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
with respect to such series except that, where the giving of notice of
redemption of any Securities shall theretofore have been made, the Trustee shall
redeem or cause to be redeemed such Securities, provided that it shall have
received from the Issuer a sum sufficient for such redemption. Except as
aforesaid, any moneys in the sinking fund for such series at the time when any
such default or Event of Default shall occur, and any moneys thereafter paid
into the sinking fund, shall, during the continuance of such default or Event of
Default, be deemed to have been collected under Article Five and held for the
payment of all such Securities. In case such Event of Default shall have been
waived as provided in Section 5.7 or the default cured on or before the 60th day
preceding the sinking fund payment date in any year, such moneys shall
thereafter be applied on the next succeeding sinking fund payment date in
accordance with this Section to the redemption of such Securities.


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<PAGE>   76


                                ARTICLE THIRTEEN
                                   GUARANTEES

         Section 13.1 Subsidiary Guarantees. The Issuer may designate any
Restricted Subsidiary to be a Subsidiary Guarantor with respect to any series of
Securities and may be required to cause a Restricted Subsidiary to become a
Subsidiary Guarantor with respect to any series of Securities in the
circumstances specified in Section 3.8. Subject to Section 13.5 hereof, any
Restricted Subsidiary that is or becomes a Subsidiary Guarantor shall, jointly
and severally, unconditionally guarantee to each Holder of a Security of the
relevant series authenticated and delivered by the Trustee and to the Trustee
and its successors and assigns that:

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

         (b) in case of any extension of time of payment or renewal of any such
Securities or any of such other obligations, the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, subject to any applicable grace period, whether at stated maturity, by
acceleration, redemption or otherwise.

         Failing payment when so due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Subsidiary Guarantors will be
jointly and severally obligated to pay the same immediately. An Event of Default
under this Indenture or the Securities shall constitute an event of default
under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the
obligations of the Subsidiary Guarantors hereunder in the same manner and to the
same extent as the obligations of the Issuer. The Subsidiary Guarantors shall
agree that their obligations hereunder shall be unconditional, irrespective of
the validity or enforceability of the Securities or this Indenture, the absence
of any action to enforce the same, any waiver or consent by any Holder with
respect to any provisions hereof or thereof, the recovery of any judgment
against the Issuer, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
Subsidiary Guarantor. Each Subsidiary Guarantor shall waive diligence,
presentment, demand of payment, notice of acceleration, notice of intent to
accelerate, filing of claims with a court in the event of insolvency or
bankruptcy of the Issuer, any right to require a proceeding first against the
Issuer, protest, notice and all demands whatsoever and shall covenant that its
Subsidiary Guarantee will not be discharged except by complete performance of
the obligations contained in the relevant Securities and this Indenture. If any
Holder or the Trustee is required by any court or otherwise to return to the
Issuer, the Subsidiary Guarantors, or any Trustee, liquidator or other similar
official acting in relation to either the Issuer or the Subsidiary Guarantors,
any amount paid by the Issuer or any Subsidiary Guarantor to the Trustee or such
Holder, the Subsidiary Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Subsidiary

                                      -70-
<PAGE>   77

Guarantor shall agree that it shall not be entitled to, and shall waive, any
right to exercise any right of subrogation in relation to the Holders in respect
of any obligations guaranteed by the Subsidiary Guarantee, except as provided
under Section 13.5 hereof. Each Subsidiary Guarantor shall further agree that,
as between the Subsidiary Guarantors, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed by
the Subsidiary Guarantee may be accelerated as provided in Article 5 hereof for
the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations
guaranteed thereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 5 hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by each Subsidiary
Guarantor for the purpose of its Subsidiary Guarantee. The Subsidiary Guarantors
shall have the right to seek contribution from any non-paying Subsidiary
Guarantor pursuant to Section 13.5 after the relevant Securities and the
obligations hereunder shall have been paid in full to the Holders under the
Subsidiary Guarantees.

         Section 13.2 Execution and Delivery of Subsidiary Guarantee. To
evidence its Subsidiary Guarantee set forth in Section 13.1 hereof, each
Subsidiary Guarantor shall execute and deliver this Indenture or a supplemental
indenture in the form satisfactory to the Issuer and the Trustee, which
supplemental indenture shall be executed on behalf of such Subsidiary Guarantor,
by manual or facsimile signature, by an officer of such Subsidiary Guarantor.

         Each Subsidiary Guarantor shall agree that its Subsidiary Guarantee set
forth in Section 13.1 hereof shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of such
Subsidiary Guarantee.

         Section 13.3 Subsidiary Guarantors May Consolidate, Etc., on Certain
Terms. Subject to Section 13.4 hereof, no Subsidiary Guarantor may consolidate
or merge with or into (whether or not such Subsidiary Guarantor is the surviving
Person) another Person unless (i) the Person formed by or surviving any such
consolidation or merger (if other than such Subsidiary Guarantor) assumes all
the obligations of such Subsidiary Guarantor pursuant to a supplemental
indenture, in a form reasonably satisfactory to the Trustee, under the relevant
Securities and this Indenture, and (ii) immediately after such transaction, no
Default or Event of Default exists. In the case of any such consolidation or
merger and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee, of the Subsidiary Guarantee,
such successor Person shall succeed to and be substituted for the Subsidiary
Guarantor with the same effect as if it had been named herein as a Subsidiary
Guarantor. The foregoing will not prohibit a merger or consolidation between
Subsidiary Guarantors or a merger or consolidation between the Issuer and a
Subsidiary Guarantor.

         Section 13.4 Releases of Subsidiary Guarantees. In the event of a sale
or other disposition of all or substantially all of the assets of any Subsidiary
Guarantor, or a sale or other disposition of all of the capital stock or other
ownership interests of any Subsidiary Guarantor, in each case by way of merger,
consolidation or otherwise, then such Subsidiary (in the event of such a sale or
other disposition of all the capital stock or other ownership interests of such
Subsidiary

                                      -71-
<PAGE>   78

Guarantor) or such Subsidiary Guarantor and the entity acquiring the property
(in the event of such a sale or other disposition of all or substantially all of
the assets of such Subsidiary Guarantor ) will be released and relieved of any
obligations under its Subsidiary Guarantee. If, at any time while any of the
Securities remain outstanding, none of the Issuer's then outstanding
indebtedness (other than Securities) is guaranteed by a Subsidiary Guarantor,
such Subsidiary Guarantor shall be automatically and unconditionally released,
discharged and relieved of any obligations under its Subsidiary Guarantee (which
shall be terminated and cease to have any force and effect). In addition, any
Subsidiary Guarantee may contain such other release provisions as may be set
forth in the supplemental indenture evidencing the assumption by such Subsidiary
Guarantor of the Subsidiary Guarantee obligations under this Indenture or
otherwise in the terms of the Securities established pursuant to Section 2.3.

         Section 13.5 Limitation on Subsidiary Guarantor Liability;
Contribution. Each Subsidiary Guarantor, and by its acceptance hereof each
Holder, hereby confirms that it is the intention of all such parties that the
Subsidiary Guarantee by such Subsidiary Guarantor pursuant to its Subsidiary
Guarantee not constitute a fraudulent transfer or fraudulent conveyance for
purposes of any federal, state or foreign law. To effectuate the foregoing
intention, the Holders and each Subsidiary Guarantor hereby irrevocably agree
that the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee
shall be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities (including, but not limited to, Guarantor
Senior indebtedness) of such Subsidiary Guarantor and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor under
its Subsidiary Guarantee or pursuant to this Section 13.5, result in the
obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal, state
or foreign law. This Section 13.5 is for the benefit of the creditors of each
Subsidiary Guarantor.

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


                                      -72-
<PAGE>   79


         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, effective as of September 28, 2001.

                                   OCEAN ENERGY, INC.,
                                     a Delaware corporation


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





                                   OCEAN ENERGY, INC.,
                                     a Louisiana corporation as
                                     Subsidiary Guarantor unless
                                     specified in the terms of any
                                     series of Securities issued hereunder


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




                                   THE BANK OF NEW YORK,
                                     as Trustee


                                   By:   /s/ Cassandra Shedd
                                       -----------------------------------------
                                   Name:  Cassandra Shedd
                                   Title:    Assistant Vice President



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