EXHIBIT 4.8


                         MAGNUM HUNTER RESOURCES, INC.,
                                    as Issuer

                                       and

                     THE SUBSIDIARY GUARANTORS named herein

                                       and

                   FIRST UNION NATIONAL BANK OF NORTH CAROLINA

                                   as Trustee

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

                                    INDENTURE

                            Dated as of May 29, 1997

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


                                  $140,000,000

                       10% Senior Notes due 2007, Series A

                       10% Senior Notes due 2007, Series B


<PAGE>




                              CROSS-REFERENCE TABLE

TIA                                                        Indenture
Section                                                     Section

310(a)(1).... .......................................         7.10
      (a)(2).........................................         7.10
      (a)(3).........................................         N.A.
      (a)(4) ........................................         N.A.
      (a)(5).........................................         7.08; 7.10
      (b)............................................         7.08; 7.10; 11.02
      (c)............................................         N.A.
311(a)...............................................         7.11
      (b)............................................         7.11
      (c)............................................         N.A.
312(a)...............................................         2.05
      (b)...........................................         11.03
      (c)...........................................         11.03
313(a)...............................................         7.06
      (b)(1).........................................         N.A.
      (b)(2).........................................         7.06
      (c)............................................         7.06; 11.02
      (d)............................................         7.06
314(a)...............................................         4.07; 4.08
      (b)............................................         N.A.
      (c)(1)........................................         11.04
      (c)(2)........................................         11.04
      (c)(3).................................... ....         N.A.
      (d)............................................         N.A.
      (e)...........................................         11.05
      (f)............................................         N.A.
315(a)...............................................         7.01(b)
      (b)............................................         7.05
      (c)............................................         7.01(a)
      (d)............................................         7.01(c)
      (e)............................................         6.11
316(a)(last sentence)................................         2.09
      (a)(1)(A)......................................         6.05
      (a)(1)(B)......................................         6.04
      (a)(2).........................................         N.A.
      (b)............................................         6.07
      (c)............................................         9.04
317(a)(1)............................................         6.08
      (a)(2).........................................         6.09
      (b)............................................         2.04
318(a)...............................................         N.A.
      (c)...........................................         11.01
----------------------
N.A. means Not Applicable

NOTE: This  Cross-Reference  Table shall not, for any purpose, be deemed to
be a part of the Indenture.


<PAGE>

 
                                TABLE OF CONTENTS


                                                                           Page
                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.  Definitions....................................................1
SECTION 1.02.  Incorporation by Reference of TIA.............................31
SECTION 1.03.  Rules of Construction.........................................31

                                   ARTICLE TWO

                                    THE NOTES

SECTION 2.01.  Form and Dating...............................................32
SECTION 2.02.  Execution and Authentication; Aggregate Principal Amount......33
SECTION 2.03.  Registrar and Paying Agent....................................34
SECTION 2.04.  Paying Agent To Hold Assets in Trust..........................35
SECTION 2.05.  Holder Lists..................................................35
SECTION 2.06.  Transfer and Exchange.........................................35
SECTION 2.07.  Replacement Notes.............................................36
SECTION 2.08.  Outstanding Notes.............................................37
SECTION 2.09.  Treasury Notes................................................37
SECTION 2.10.  Temporary Notes...............................................38
SECTION 2.11.  Cancellation..................................................38
SECTION 2.12.  Defaulted Interest............................................38
SECTION 2.13.  CUSIP Number..................................................39
SECTION 2.14.  Deposit of Monies.............................................40
SECTION 2.15.  Restrictive Legends...........................................40
SECTION 2.16.  Book-Entry Provisions for Global Security.....................42
SECTION 2.17.  Special Transfer Provisions...................................44
SECTION 2.18.  Liquidated Damages Under Registration Rights Agreement........47

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.  Notices to Trustee............................................47
SECTION 3.02.  Selection of Notes To Be Redeemed.............................48
SECTION 3.03.  Optional Redemption...........................................48
SECTION 3.04.  Notice of Redemption..........................................49
SECTION 3.05.  Effect of Notice of Redemption................................50
SECTION 3.06.  Deposit of Redemption Price...................................51
SECTION 3.07.  Notes Redeemed in Part........................................51

                                       ii
<PAGE>
                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.  Payment of Notes..............................................51
SECTION 4.02.  Maintenance of Office or Agency...............................52
SECTION 4.03.  Corporate Existence...........................................52
SECTION 4.04.  Payment of Taxes and Other Claims.............................52
SECTION 4.05.  Maintenance of Properties and Insurance.......................53
SECTION 4.06.  Compliance Certificate; Notice of Default.....................53
SECTION 4.07.  Compliance with Laws..........................................54
SECTION 4.08.  Reports to Holders............................................55
SECTION 4.09.  Waiver of Stay, Extension or Usury Laws.......................55
SECTION 4.10.  Limitation on Restricted Payments.............................55
SECTION 4.11.  Limitation on Transactions with Affiliates....................59
SECTION 4.12.  Limitation on Incurrence of Additional Indebtedness...........60
SECTION 4.13.  Limitation on Dividend and Other Payment Restrictions
                           Affecting Restricted Subsidiaries.................61
SECTION 4.14.  Limitation on Restricted and Unrestricted Subsidiaries........62
SECTION 4.15.  Change of Control.............................................63
SECTION 4.16.  Limitation on Asset Sales.....................................66
SECTION 4.17.  Limitation on Preferred Stock of Restricted Subsidiaries......70
SECTION 4.18.  Limitation on Liens...........................................70
SECTION 4.19.  Limitation on Conduct of Business.............................70
SECTION 4.20.  Additional Subsidiary Guarantees..............................70


                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.  Merger, Consolidation and Sale of Assets......................71
SECTION 5.02.  Successor Corporation Substituted.............................73

                                      iii
<PAGE>
                                   ARTICLE SIX

                                    REMEDIES

SECTION 6.01.  Events of Default.............................................73
SECTION 6.02.  Acceleration..................................................75
SECTION 6.03.  Other Remedies................................................76
SECTION 6.04.  Waiver of Past Defaults.......................................77
SECTION 6.05.  Control by Majority...........................................77
SECTION 6.06.  Limitation on Suits...........................................78
SECTION 6.07.  Right of Holders To Receive Payment...........................78
SECTION 6.08.  Collection Suit by Trustee....................................78
SECTION 6.09.  Trustee May File Proofs of Claim..............................79
SECTION 6.10.  Priorities. 79
SECTION 6.11.  Undertaking for Costs.........................................80
SECTION 6.12.  Restoration of Rights and Remedies............................80

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.  Duties of Trustee.............................................80
SECTION 7.02.  Rights of Trustee.............................................82
SECTION 7.03.  Individual Rights of Trustee..................................83
SECTION 7.04.  Trustee's Disclaimer..........................................83
SECTION 7.05.  Notice of Default.............................................84
SECTION 7.06.  Reports by Trustee to Holders.................................84
SECTION 7.07.  Compensation and Indemnity....................................84
SECTION 7.08.  Replacement of Trustee........................................86
SECTION 7.09.  Successor Trustee by Merger, Etc..............................87
SECTION 7.10.  Eligibility; Disqualification.................................87
SECTION 7.11.  Preferential Collection of Claims Against the Company.........87

                                  ARTICLE EIGHT

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01.  Termination of Company's Obligations..........................88
SECTION 8.02.  Application of Trust Money....................................91
SECTION 8.03.  Repayment to the Company......................................91
SECTION 8.04.  Reinstatement.................................................91
SECTION 8.05.  Acknowledgment of Discharge by Trustee........................92
                                       iv
<PAGE>
                                  ARTICLE NINE

                          MODIFICATION OF THE INDENTURE

SECTION 9.01.  Without Consent of Holders....................................92
SECTION 9.02.  With Consent of Holders.......................................93
SECTION 9.03.  Compliance with TIA...........................................93
SECTION 9.04.  Revocation and Effect of Consents.............................94
SECTION 9.05.  Notation on or Exchange of Notes..............................94
SECTION 9.06.  Trustee To Sign Amendments, Etc...............................95

                                   ARTICLE TEN

                             [INTENTIONALLY OMITTED]



                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

SECTION 11.01. TIA Controls..................................................95
SECTION 11.02. Notices.......................................................96
SECTION 11.03. Communications by Holders with Other Holders..................97
SECTION 11.04. Certificate and Opinion as to Conditions Precedent............97
SECTION 11.05. Statements Required in Certificate or Opinion.................97
SECTION 11.06. Rules by Trustee, Paying Agent, Registrar.....................98
SECTION 11.07. Legal Holidays................................................98
SECTION 11.08. Governing Law.................................................98
SECTION 11.09. No Adverse Interpretation of Other Agreements.................98
SECTION 11.10. No Personal Liability.........................................99
SECTION 11.11. Successors....................................................99
SECTION 11.12. Duplicate Originals...........................................99
SECTION 11.13. Severability..................................................99
SECTION 11.14. Independence of Covenants.....................................99



                                 ARTICLE TWELVE

                               GUARANTEE OF NOTES

SECTION 12.01. Unconditional Guarantee......................................100
SECTION 12.02. Limitations on Guarantees....................................102
SECTION 12.03. Execution and Delivery of Guarantee..........................102
SECTION 12.04. Release of a Subsidiary Guarantor............................103
SECTION 12.05. Waiver of Subrogation........................................104

                                       v
<PAGE>
SECTION 12.06. Immediate Payment............................................104
SECTION 12.07. No Set-Off. 105
SECTION 12.08. Obligations Absolute.........................................105
SECTION 12.09. Obligations Continuing.......................................105
SECTION 12.10. Obligations Not Reduced......................................105
SECTION 12.11. Obligations Reinstated.......................................106
SECTION 12.12. Obligations Not Affected.....................................106
SECTION 12.13. Waiver.......................................................107
SECTION 12.14. No Obligation To Take Action Against the Company.............108
SECTION 12.15. Dealing with the Company and Others..........................108
SECTION 12.16. Default and Enforcement......................................109
SECTION 12.17. Amendment, Etc...............................................109
SECTION 12.18. Acknowledgment...............................................109
SECTION 12.19. Costs and Expenses...........................................109
SECTION 12.20. No Merger or Waiver; Cumulative Remedies.....................109
SECTION 12.21. Survival of Obligations......................................110
SECTION 12.22. Guarantee in Addition to Other Obligations...................110
SECTION 12.23. Severability.................................................110
SECTION 12.24. Successors and Assigns.......................................109


                                ARTICLE THIRTEEN

                             [INTENTIONALLY OMITTED]

                                       vi


<PAGE>
                                      
                  INDENTURE,  dated  as of May 29,  1997,  among  Magnum  Hunter
Resources,  Inc., a Nevada corporation (the "Company"), and First Union National
Bank of North Carolina, as Trustee (the "Trustee").

                  The Company has duly  authorized  the  creation of an issue of
10% Senior Notes due 2007,  Series A (the "Initial  Notes") and 10% Senior Notes
due 2007,  Series B to be issued in exchange for the Initial  Notes  pursuant to
the Registration Rights Agreement (as defined herein) (the "Exchange Notes" and,
together  with the Initial  Notes,  the "Notes") and, to provide  therefor,  the
Company has duly  authorized the execution and delivery of this  Indenture.  The
Notes will be guaranteed  on a senior basis by each of the Company's  Restricted
Subsidiaries (as defined herein)  (collectively,  the "Subsidiary  Guarantors").
All things  necessary  to make the Notes,  when duly issued and  executed by the
Company, and authenticated and delivered hereunder, the valid obligations of the
Company,  and to make  this  Indenture  a valid  and  binding  agreement  of the
Company, have been done.

                  Each party  hereto  agrees as follows  for the  benefit of the
other parties and for the equal and ratable benefit of the Holders of the Notes.


                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE


     SECTION 1.01. Definitions.

     "Acquired  Indebtedness"  means  Indebtedness  of a  Person  or  any of its
Subsidiaries  (i)  existing  at  the  time  such  Person  becomes  a  Restricted
Subsidiary or at the time it merges or  consolidates  with the Company or any of
its Restricted Subsidiaries or (ii) which becomes Indebtedness of the Company or
a Restricted  Subsidiary in connection  with the acquisition of assets from such
Person,  in each case not incurred in  connection  with, or in  anticipation  or
contemplation  of,  such  Person  becoming  a  Restricted   Subsidiary  or  such
acquisition, merger or consolidation.

     "Additional  Interest" shall have the meaning set forth in the Registration
Rights Agreement.
<PAGE>

     "Adjusted Consolidated Net Tangible Assets" means (without duplication), as
of the date of determination,  (a) the sum of (i) discounted future net revenues
from  proved  oil  and  gas  reserves  of  the  Company  and  its   consolidated
Subsidiaries,  calculated in accordance with Commission  guidelines  (before any
state or federal  income tax), as estimated by a nationally  recognized  firm of
independent  petroleum  engineers  as of a date no earlier  than the date of the
Company's latest annual consolidated  financial statements,  as increased by, as
of the date of determination,  the estimated discounted future net revenues from
(A)  estimated  proved  oil and gas  reserves  acquired  since  the date of such
year-end reserve report, and (B) estimated oil and gas reserves  attributable to
upward  revisions of estimates of proved oil and gas reserves  since the date of
such year-end  reserve report due to  exploration,  development or  exploitation
activities,  in each case calculated in accordance  with  Commission  guidelines
(utilizing the prices utilized in such year-end reserve  report),  and decreased
by,  as of the  date of  determination,  the  estimated  discounted  future  net
revenues from (C) estimated proved oil and gas reserves  produced or disposed of
since the date of such  year-end  reserve  report and (D)  estimated oil and gas
reserves  attributable to downward  revisions of estimates of proved oil and gas
reserves  since the date of such  year-end  reserve  report  due to  changes  in
geological  conditions or other factors which would, in accordance with standard
industry practice,  cause such revisions,  in each case calculated in accordance
with  Commission  guidelines  (utilizing  the prices  utilized in such  year-end
reserve  report);  provided,   however,  that,  in  the  case  of  each  of  the
determinations  made  pursuant to clauses (A) through (D),  such  increases  and
decreases shall be as estimated by the Company's petroleum engineers,  unless in
the event  that  there is a  Material  Change as a result of such  acquisitions,
dispositions or revisions,  then the discounted future net revenues utilized for
purposes of this clause  (a)(i) shall be  confirmed in writing,  by a nationally
recognized firm of independent  petroleum  engineers (which may be the Company's
independent petroleum engineers who prepare the Company's annual reserve report)
plus (ii) the capitalized  costs that are attributable to oil and gas properties
of the Company and its  Subsidiaries to which no proved oil and gas reserves are
attributable,  based on the Company's  books and records as of a date no earlier
than the date of the Company's latest annual or quarterly financial  statements,
plus (iii) the Net  Working  Capital  on a date no earlier  than the date of the
Company's latest consolidated annual or quarterly financial statements plus (iv)
with  respect to each other  tangible  asset of the Company or its  consolidated
Restricted Subsidiaries, specifically including, but not to the exclusion of any
<PAGE>
other qualifying  tangible assets, the Company's or its consolidated  Restricted
Subsidiaries, gas producing facilities and unproved oil and gas properties (less
any  remaining  deferred  income  taxes  which have been  allocated  to such gas
processing  facilities  in  connection  with  the  acquisition  thereof),  land,
equipment,  leasehold  improvements,  investments  carried on the equity method,
restricted cash and the carrying value of marketable securities,  the greater of
(A) the net book value of such other  tangible  asset on a date no earlier  than
the date of the  Company's  latest  consolidated  annual or quarterly  financial
statements or (B) the appraised  value, as estimated by a qualified  Independent
Advisor,  of such  other  tangible  assets  of the  Company  and its  Restricted
Subsidiaries,  as of a date no  earlier  than the date of the  Company's  latest
audited financial statements minus (b) minority interests and, to the extent not
otherwise taken into account in determining  Adjusted  Consolidated Net Tangible
Assets,  any gas  balancing  liabilities  of the  Company  and its  consolidated
Restricted  Subsidiaries  reflected in the Company's  latest  audited  financial
statements.  In addition  to, but without  duplication  of, the  foregoing,  for
purposes of this definition,  "Adjusted  Consolidated Net Tangible Assets" shall
be calculated  after giving effect,  on a pro forma basis, to (1) any Investment
not prohibited by this  Indenture,  to and including the date of the transaction
giving rise to the need to calculate  Adjusted  Consolidated Net Tangible Assets
(the "Assets  Transaction  Date"), in any other Person that, as a result of such
Investment, becomes a Restricted Subsidiary of the Company, (2) the acquisition,
to and  including  the Assets  Transaction  Date (by  merger,  consolidation  or
purchase of stock or assets),  of any  business  or assets,  including,  without
limitation,   Permitted  Industry  Investments,  and  (3)  any  sales  or  other
dispositions  of  assets  permitted  by this  Indenture  (other  than  sales  of
Hydrocarbons  or other  mineral  products in the  ordinary  course of  business)
occurring on or prior to the Assets Transaction Date.

     "Affiliate"  means,  with respect to any  specified  Person,  (a) any other
Person who directly or indirectly through one or more  intermediaries  controls,
or is controlled by, or under common control with, such specified Person and (b)
any Related  Person of such Person.  The term  "control"  means the  possession,
directly or  indirectly,  of the power to direct or cause the  direction  of the
management  and policies of a Person,  whether  through the  ownership of voting
securities,   by  contract  or  otherwise;   and  the  terms  "controlling"  and
"controlled" have meanings correlative of the foregoing.
<PAGE>
     "Affiliate Transaction" has the meaning provided in Section 4.11.

     "Agent" means any Registrar, Paying Agent or co-Registrar.

     "Agent Members" has the meaning provided in Section 2.16.

     "Asset  Acquisition"  means  (a)  an  Investment  by  the  Company  or  any
Restricted  Subsidiary  in any other Person  pursuant to which such Person shall
become a Restricted  Subsidiary,  or shall be merged with or into the Company or
any  Restricted  Subsidiary,  or  (b)  the  acquisition  by the  Company  or any
Restricted  Subsidiary  of the assets of any  Person  (other  than a  Restricted
Subsidiary)  which  constitute  all or  substantially  all of the assets of such
Person or comprises any division or line of business of such Person or any other
properties  or  assets  of such  Person  other  than in the  ordinary  course of
business.

     "Asset  Sale"  means any direct or  indirect  sale,  issuance,  conveyance,
transfer,  exchange,  lease  (other than  operating  leases  entered into in the
ordinary  course of  business),  assignment  or other  transfer for value by the
Company or any of its Restricted  Subsidiaries (including any Sale and Leaseback
Transaction) to any Person other than the Company or a Restricted  Subsidiary of
(a) any Capital Stock of any Restricted Subsidiary; or (b) any other property or
assets  (including  any  interests  therein)  of the  Company or any  Restricted
Subsidiary,  including any  disposition by means of a merger,  consolidation  or
similar transaction;  provided,  however, that Asset Sales shall not include (i)
the  sale,  lease,   conveyance,   disposition  or  other  transfer  of  all  or
substantially all of the assets of the Company in a transaction which is made in
compliance  with the  provisions  of Section  5.01,  (ii) any  Investment  in an
Unrestricted  Subsidiary  which is made in  compliance  with the  provisions  of
Section  4.10,  (iii)  disposals or  replacements  of obsolete  equipment in the
ordinary course of business,  (iv) the sale, lease,  conveyance,  disposition or
other transfer (each, a "Transfer") by the Company or any Restricted  Subsidiary
of assets or property to the Company or one or more Restricted Subsidiaries, (v)
any  disposition  of  Hydrocarbons  or other  mineral  products for value in the
ordinary  course  of  business  and  (vi) the  Transfer  by the  Company  or any
Restricted  Subsidiary of assets or property in the ordinary course of business;
provided, however, that the aggregate amount (valued at the fair market value of
such  assets or property  at the time of such  Transfer)  of all such assets and
property Transferred since the Issue Date pursuant to this clause (vi) shall not
exceed $1,000,000 in any one year.
<PAGE>
     "Authenticating Agent" has the meaning provided in Section 2.02.

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


     "Board of Directors"  means,  as for any Person,  the board of directors of
such Person or any duly authorized committee thereof.

     "Board  Resolution"  means,  with  respect  to  any  Person,  a  copy  of a
resolution  certified by the Secretary or an Assistant  Secretary of such Person
to be in full force and effect on the date of such certification,  and delivered
to the Trustee.

     "Business Day" means any day other than a Saturday, Sunday or any other day
on which  banking  institutions  in the cities of New York or  Charlotte,  North
Carolina are required or  authorized by law or other  governmental  action to be
closed.

     "Capital Stock" means (i) with respect to any Person that is a corporation,
any and all shares,  interests,  participations  or other  equivalents  (however
designated and whether voting or non-voting) of corporate stock,  including each
class of Common  Stock and  Preferred  Stock of such  Person and  including  any
warrants,  options  or rights to acquire  any of the  forgoing  and  instruments
convertible  into any of the  foregoing and (ii) with respect to any Person that
is not a corporation,  any and all partnership or other equity interests of such
Person.

     "Capitalized  Lease  Obligation"  means,  as to any Person,  the discounted
present  value of the rental  obligations  of such  Person  under a lease of (or
other agreement conveying the right to use) any property (whether real, personal
or mixed) that is required to be classified and accounted for as a capital lease
obligation at such date, determined in accordance with GAAP.

     "Cash  Equivalents"  means (a) marketable direct  obligations issued by, or
unconditionally  guaranteed  by, the United  States  Government or issued by any
agency thereof and backed by the full faith and credit of the United States,  in
each case maturing  within one year from the date of  acquisition  thereof;  (b)
<PAGE>
marketable  direct  obligations  issued  by any  state of the  United  States of
America  or  any  political   subdivision  of  any  such  state  or  any  public
instrumentality  thereof  maturing  within one year from the date of acquisition
thereof and, at the time of  acquisition,  having one of the two highest ratings
obtainable  from  either  Standard  &  Poor's  Corporation  ("S&P")  or  Moody's
Investors Service, Inc. ("Moody's");  (c) commercial paper maturing no more than
one year from the date of  creation  thereof  and,  at the time of  acquisition,
having a rating  of at least  A-1  from S&P or at least  P-1 from  Moody's;  (d)
certificates  of deposit or bankers'  acceptances  maturing within one year from
the date of acquisition  thereof issued by any bank organized  under the laws of
the United States of America or any state thereof or the District of Columbia or
any United  States  branch of a foreign  bank having at the date of  acquisition
thereof  combined  capital  and  surplus  of not  less  than  $250,000,000;  (e)
repurchase  obligations  with a term of not more than seven days for  underlying
securities of the types described in clause (a) above entered into with any bank
meeting the  qualifications  specified in clause (d) above; and (f) money market
mutual or similar funds having assets in excess of $100,000,000.

     "Change of Control"  means the  occurrence  of one or more of the following
events: (a) any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all of the assets of the
Company to any Person or group of related  Persons for purposes of Section 13(d)
of the Exchange Act (a "Group") (whether or not otherwise in compliance with the
provisions of this Indenture);  (b) the approval by the holders of Capital Stock
of the Company of any plan or proposal for the liquidation or dissolution of the
Company  (whether or not  otherwise in  compliance  with the  provisions of this
Indenture);  (c) any  Person  or Group  shall  become  the  owner,  directly  or
indirectly,  beneficially or of record, of shares  representing more than 40% of
the aggregate  ordinary  voting power  represented by the issued and outstanding
Capital Stock of the Company;  or (d) the replacement of a majority of the Board
of  Directors  of the  Company  over a two-year  period from the  directors  who
constituted  the Board of  Directors  of the  Company at the  beginning  of such
period  with  directors  whose  replacement  shall  not have been  approved  (by
recommendation,  nomination  or  election,  as the  case may be) by a vote of at
least a majority of the Board of  Directors  of the Company then still in office
who either were  members of such Board of  Directors  at the  beginning  of such
period or whose  election as a member of such Board of Directors was  previously
so approved.
<PAGE>
     "Change of Control Offer" has the meaning provided in Section 4.15.

     "Change of Control Payment Date" has the meaning provided in Section 4.15.

     "Commission" means the SEC.

     "Common  Stock" of any Person means any and all shares,  interests or other
participations in, and other equivalents  (however designated and whether voting
or non-voting) of such Person's common stock,  whether  outstanding on the Issue
Date or issued  after the Issue Date,  and  includes,  without  limitation,  all
series and classes of such common stock.

     "Company Properties" means all Properties, and equity, partnership or other
ownership  interests  therein,  that are  related or  incidental  to, or used or
useful in connection  with, the conduct or operation of any business  activities
of the Company or the Subsidiaries, which business activities are not prohibited
by the terms of this Indenture.

     "Consolidated  EBITDA" means, for any period, the sum (without duplication)
of (a) Consolidated Net Income and (b) to the extent Consolidated Net Income has
been reduced  thereby,  (i) all income  taxes of the Company and its  Restricted
Subsidiaries paid or accrued in accordance with GAAP for such period (other than
income taxes  attributable to  extraordinary,  unusual or nonrecurring  gains or
losses or taxes  attributable  to sales or  dispositions  outside  the  ordinary
course of business), (ii) Consolidated Interest Expense, (iii) the amount of any
Preferred  Stock  dividends paid by the Company and its Restricted  Subsidiaries
and (iv)  Consolidated  Non-cash  Charges,  less any non-cash  items  increasing
Consolidated  Net Income for such period,  all as determined  on a  consolidated
basis for the Company and its Restricted Subsidiaries in accordance with GAAP.

     "Consolidated  EBITDA Coverage  Ratio" means,  with respect to the Company,
the ratio of (a) Consolidated  EBITDA of the Company during the four full fiscal
quarters for which  financial  information in respect  thereof is available (the
"Four Quarter Period") ending on or prior to the date of the transaction  giving
rise to the need to  calculate  the  Consolidated  EBITDA  Coverage  Ratio  (the
"Transaction  Date") to (b)  Consolidated  Fixed  Charges of the Company for the
<PAGE>
Four Quarter Period. In addition to and without limitation of the foregoing, for
purposes  of this  definition,  "Consolidated  EBITDA" and  "Consolidated  Fixed
Charges" shall be calculated after giving effect (without  duplication) on a pro
forma  basis  for the  period  of such  calculation  to (a)  the  incurrence  or
repayment  of  any  Indebtedness  of  the  Company  or  any  of  its  Restricted
Subsidiaries  (and the  application of the proceeds  thereof) giving rise to the
need to  make  such  calculation  and  any  incurrence  or  repayment  of  other
Indebtedness  (and the  application  of the  proceeds  thereof),  other than the
incurrence or repayment of  indebtedness  in the ordinary course of business for
working  capital  purposes  pursuant to working  capital  facilities,  occurring
during the Four Quarter Period or at any time  subsequent to the last day of the
Four  Quarter  Period  and on or  prior  to the  Transaction  Date,  as if  such
incurrence or repayment, as the case may be (and the application of the proceeds
thereof), occurred on the first day of the Four Quarter Period and (b) any Asset
Sales  or  Asset  Acquisitions   (including,   without  limitation,   any  Asset
Acquisition  giving rise to the need to make such calculation as a result of the
Company or one of its Restricted  Subsidiaries (including any Person who becomes
a  Restricted  Subsidiary  as a  result  of the  Asset  Acquisition)  incurring,
assuming  or  otherwise  being  liable  for  Acquired  Indebtedness,   and  also
including,  without  limitation,  any  Consolidated  EBITDA  attributable to the
assets which are the subject of the Asset  Acquisition  or Asset Sale during the
Four Quarter  Period)  occurring  during the Four Quarter  Period or at any time
subsequent  to the last day of the Four  Quarter  Period  and on or prior to the
Transaction  Date,  as if such Asset Sale or Asset  Acquisition  (including  the
incurrence, assumption or liability for any such Acquired Indebtedness) occurred
on the  first  day of the Four  Quarter  Period.  If the  Company  or any of its
Restricted  Subsidiaries  directly or indirectly  guarantees  Indebtedness  of a
third Person, the preceding sentence shall give effect to the incurrence of such
guaranteed  Indebtedness as if the Company or the Restricted Subsidiary,  as the
case  may be,  had  directly  incurred  or  otherwise  assumed  such  guaranteed
Indebtedness.  Furthermore,  in  calculating  "Consolidated  Fixed  Charges" for
purposes  of  determining  the  denominator  (but  not  the  numerator)  of this
"Consolidated  EBITDA Coverage Ratio," (i) interest on outstanding  Indebtedness
determined  on a  fluctuating  basis as of the  Transaction  Date and which will
continue to be so  determined  thereafter  shall be deemed to have  accrued at a
fixed  rate per annum  equal to the rate of  interest  on such  Indebtedness  in
effect on the Transaction  Date; (ii) if interest on any  Indebtedness  actually
incurred on the  Transaction  Date may  optionally  be determined at an interest
rate based upon a factor of a prime or similar  rate, a  eurocurrency  interbank
offered  rate,  or  other  rates,  then  the  interest  rate  in  effect  on the
Transaction  Date will be deemed to have been in effect  during the Four Quarter
Period;  (iii)   notwithstanding   clauses  (i)  and  (ii)  above,  interest  on
Indebtedness  determined on a fluctuating  basis, to the extent such interest is
covered by agreements relating to Interest Swap Obligations,  shall be deemed to
accrue at the rate per annum  resulting  after giving effect to the operation of
such agreements.
<PAGE>
     "Consolidated  Fixed  Charges"  means,  with respect to the Company for any
period,  the sum,  without  duplication,  of (a)  Consolidated  Interest Expense
(including any premium or penalty paid in connection  with redeeming or retiring
Indebtedness of the Company and its Restricted  Subsidiaries prior to the stated
maturity thereof pursuant to the agreements  governing such Indebtedness),  plus
(b) the  product of (i) the  amount of all  dividend  payments  on any series of
Preferred  Stock of the Company (other than dividends paid in Qualified  Capital
Stock) paid, accrued or scheduled to be paid or accrued during such period times
(ii) a fraction,  the numerator of which is one and the  denominator of which is
one minus  the then  current  effective  consolidated  federal,  state and local
income tax rate of such Person, expressed as a decimal.

     "Consolidated  Interest Expense" means, with respect to the Company for any
period,  the sum of,  without  duplication:  (a) the  aggregate  of the interest
expense  of  the  Company  and  its  Restricted  Subsidiaries  for  such  period
determined on a consolidated  basis in accordance with GAAP,  including  without
limitation,  (i) any amortization of original issue discount, (ii) the net costs
under Interest Swap  Obligations,  (iii) all  capitalized  interest and (iv) the
interest  portion  of any  deferred  payment  obligation;  and (b) the  interest
component of Capitalized Lease Obligations paid,  accrued and/or scheduled to be
paid or accrued by the  Company  and its  Restricted  Subsidiaries  during  such
period, as determined on a consolidated basis in accordance with GAAP.

     "Consolidated  Net  Income"  means,  with  respect to the  Company  for any
period,  the  aggregate  net income (or loss) of the Company and its  Restricted
Subsidiaries for such period on a consolidated  basis,  determined in accordance
with  GAAP;  provided,  however,  that there  shall be  excluded  therefrom  (a)
after-tax gains from Asset Sales or abandonments or reserves  relating  thereto,
(b) after-tax items classified as  extraordinary or nonrecurring  gains, (c) the
net  income of any  Person  acquired  in a "pooling  of  interests"  transaction
accrued  prior to the date it becomes a  Restricted  Subsidiary  or is merged or
consolidated with the Company or any Restricted  Subsidiary,  (d) the net income
(but not loss) of any Restricted  Subsidiary to the extent that the  declaration
of dividends or similar  distributions  by that  Restricted  Subsidiary  of that
income is restricted by charter,  contract,  operation of law or otherwise,  (e)
the net income of any Person in which the Company has an interest,  other than a
Restricted  Subsidiary,  except to the extent of cash dividends or distributions
<PAGE>
actually paid to the Company or to a Restricted  Subsidiary by such Person,  (f)
income or loss  attributable  to  discontinued  operations  (including,  without
limitation,  operations  disposed  of during  such  period  whether  or not such
operations were classified as  discontinued)  and (g) in the case of a successor
to the Company by  consolidation  or merger or as a transferee  of the Company's
assets,  any net income  (or loss) of the  successor  corporation  prior to such
consolidation, merger or transfer of assets.

     "Consolidated   Net  Worth"  of  any  Person  as  of  any  date  means  the
consolidated  stockholders' equity of such Person,  determined on a consolidated
basis in accordance with GAAP, less (without  duplication)  amounts attributable
to Disqualified Capital Stock of such Person.

     "Consolidated Non-Cash Charges" means, with respect to the Company, for any
period, the aggregate depreciation,  depletion,  amortization and other non-cash
expenses of the Company and its Restricted  Subsidiaries  reducing  Consolidated
Net Income of the Company for such period, determined on a consolidated basis in
accordance with GAAP (excluding any such charges  constituting an  extraordinary
item or loss or any such  charge  which  requires an accrual of or a reserve for
cash charges for any future period).

     "consolidation" means, with respect to any Person, the consolidation of the
accounts  of the  Restricted  Subsidiaries  of such  Person  with  those of such
Person, all in accordance with GAAP;  provided,  however,  that  "consolidation"
will not include consolidation of the accounts of any Unrestricted Subsidiary of
such Person with the  accounts of such  Person.  The term  "consolidated"  has a
correlative meaning to the foregoing.

     "Corporate  Trust  Office"  means the office of the Trustee at which at any
particular time its corporate trust business shall be principally  administered,
which office at the date of execution of this Indenture is located at Charlotte,
North Carolina.

     "Covenant Defeasance" has the meaning set forth in Section 8.01.
<PAGE>
     "Crude  Oil  and  Natural  Gas   Business"   means  (i)  the   acquisition,
exploration, development, operation and disposition of interests in oil, gas and
other  hydrocarbon  properties  located  in the  Western  Hemisphere,  (ii)  the
gathering, marketing, treating, processing, storage, selling and transporting of
any production from such interests or properties of the Company or of others and
(iii) activities incidental to the foregoing.

     "Crude Oil and Natural Gas Hedge  Agreements"  means,  with  respect to any
Person,  any oil and gas agreements and other  agreements or arrangements or any
combination  thereof  entered  into by such  Person  in the  ordinary  course of
business and that are designed to provide protection against oil and natural gas
price fluctuations.

     "Crude Oil and  Natural Gas  Properties"  means all  Properties,  including
equity or other ownership interests therein, owned by any Person which have been
assigned "proved oil and gas reserves" as defined in Rule 4-10 of Regulation S-X
of the Securities Act as in effect on the Issue Date.

     "Crude Oil and Natural Gas Related  Assets" means any Investment or capital
expenditure (but not including additions to working capital or repayments of any
revolving credit or working capital borrowings) by the Company or any Subsidiary
of the  Company  which  is  related  to the  business  of the  Company  and  its
Subsidiaries as it is conducted on the date of the Asset Sale giving rise to the
Net Cash Proceeds to be reinvested.

     "Currency  Agreement"  means any foreign exchange  contract,  currency swap
agreement  or other  similar  agreement or  arrangement  designed to protect the
Company or any  Restricted  Subsidiary of the Company  against  fluctuations  in
currency values.

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

     "Default"  means an event or condition the  occurrence of which is, or with
the lapse of time or the giving of notice or both would be, an Event of Default.

     "Defeasance  Payment"  means any  distribution  from any  defeasance  trust
described under Section 8.01.

     "Depository"   means  The  Depository  Trust  Company,   its  nominees  and
successors.
<PAGE>
     "Disqualified Capital Stock" means that portion of any Capital Stock which,
by its terms (or by the terms of any security  into which it is  convertible  or
for which it is exchangeable), or upon the happening of any event, matures or is
mandatorily  redeemable,  pursuant to a sinking fund obligation or otherwise, or
is mandatorily  redeemable at the sole option of the holder thereof, in whole or
in part, in either case, on or prior to the final maturity of the Notes.

     "Equity  Offering"  means an offering  of  Qualified  Capital  Stock of the
Company.

     "Event of Default" has the meaning provided in Section 6.01.

     "Exchange  Act" means the Securities  Exchange Act of 1934, as amended,  or
any successor statute or statutes thereto.

     "Exchange  Notes"  has  the  meaning  provided  in  the  preamble  to  this
Indenture.

     "fair market value" means, with respect to any asset or property, the price
which could be negotiated in an arm's-length, free market transaction, for cash,
between an informed  and  willing  seller and an  informed  and  willing  buyer,
neither  of  whom  is  under  undue  pressure  or  compulsion  to  complete  the
transaction.  Fair market value shall be determined by the Board of Directors of
the Company  acting  reasonably  and in good faith and shall be  evidenced  by a
Board  Resolution of the Company  delivered to the Trustee;  provided,  however,
that (A) if the aggregate  non-cash  consideration to be received by the Company
or any Restricted Subsidiary from any Asset Sale shall reasonably be expected to
exceed  $5,000,000  or (B) if the net worth of any  Restricted  Subsidiary to be
designated as an Unrestricted  Subsidiary shall reasonably be expected to exceed
$10,000,000,  then fair  market  value  shall be  determined  by an  Independent
Advisor.

     "GAAP" means  generally  accepted  accounting  principles  set forth in the
opinions and  pronouncements of the Accounting  Principles Board of the American
Institute of Certified Public  Accountants and statements and  pronouncements of
the Financial Accounting Standards Board as of any date of determination.

     "Global Note" has the meaning provided in Section 2.01.
<PAGE>
     "guarantee"  means any obligation,  contingent or otherwise,  of any Person
directly or indirectly  guaranteeing any Indebtedness or other obligation of any
other  Person  and,  without  limiting  the  generality  of the  foregoing,  any
obligation,  direct or indirect,  contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation of such other Person (whether arising by virtue
of partnership  arrangements,  or by agreement to keep-well, to purchase assets,
goods,  securities  or  services,  to  take-or-pay,  or  to  maintain  financial
statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such  Indebtedness or other obligation of the
payment  thereof or to protect such obligee  against loss in respect thereof (in
whole  or in part)  (but if in  part,  only to the  extent  thereof);  provided,
however,  that the term  "guarantee"  shall not  include  (A)  endorsements  for
collection  or deposit in the  ordinary  course of business  and (B)  guarantees
(other than guarantees of  Indebtedness)  by the Company in respect of assisting
one or more Subsidiaries in the ordinary course of their respective  businesses,
including  without  limitation  guarantees  of trade  obligations  and operating
leases,  on ordinary  business terms.  The term "guarantee" used as a verb has a
corresponding meaning.

     "Guarantee" means the guarantee of the obligations under this Indenture and
the Notes by each of the  Subsidiary  Guarantors as set forth in Article  Twelve
hereof.

     "Holder" means any Person holding a Note.

     "Hydrocarbons"  means oil,  gas,  casinghead  gas, drip  gasoline,  natural
gasoline, condensate,  distillate, liquid hydrocarbons, gaseous hydrocarbons and
all  constituents,   elements  or  compounds  thereof  and  products   processed
therefrom.

     "incur" has the meaning set forth in Section 4.12.

     "Indebtedness" means with respect to any Person,  without duplication,  (a)
all Obligations of such Person for borrowed  money,  (b) all Obligations of such
Person evidenced by bonds, debentures,  notes or other similar instruments,  (c)
all Capitalized  Lease  Obligations of such Person,  (d) all Obligations of such
Person  issued or  assumed  as the  deferred  purchase  price of  property,  all
conditional  sale  obligations  and all  Obligations  under any title  retention
agreement (but excluding  trade accounts  payable),  (e) all Obligations for the
reimbursement  of any  obligor on a letter of  credit,  banker's  acceptance  or
<PAGE>
similar credit transaction,  (f) guarantees and other contingent  obligations in
respect of Indebtedness  referred to in clauses (a) through (e) above and clause
(h) below,  (g) all  Obligations  of any other Person of the type referred to in
clauses (a)  through (f) above which are secured by any Lien on any  property or
asset of such  Person,  the  amount of such  Obligation  being  deemed to be the
lesser of the fair market  value of such  property or asset or the amount of the
Obligation so secured, (h) all Obligations under Currency  Agreements,  Interest
Swap  Obligations  and Crude Oil and  Natural Gas Hedge  Agreements  and (i) all
Disqualified Capital Stock issued by such Person with the amount of Indebtedness
represented by such Disqualified Capital Stock being equal to the greater of its
voluntary or involuntary liquidation preference and its maximum fixed Redemption
Price or repurchase  price. For purposes  hereof,  the "maximum fixed repurchase
price" of any Disqualified  Capital Stock which does not have a fixed repurchase
price shall be  calculated  in  accordance  with the terms of such  Disqualified
Capital Stock as if such  Disqualified  Capital Stock were purchased on any date
on which  Indebtedness  shall be  required  to be  determined  pursuant  to this
Indenture,  and if such price is based  upon,  or  measured  by, the fair market
value of such  Disqualified  Capital  Stock,  such fair  market  value  shall be
determined  reasonably  and in good  faith  by the  Board  of  Directors  of the
Company.  The  "amount" or  "principal  amount" of  Indebtedness  at any time of
determination  as used herein  represented by (a) any  Indebtedness  issued at a
price that is less than the  principal  amount at maturity  thereof shall be the
face amount of the  liability  in respect  thereof,  (b) any  Capitalized  Lease
Obligation  shall be the amount  determined  in accordance  with the  definition
thereof,  (c) any  Interest  Swap  Obligations  included  in the  definition  of
Permitted  Indebtedness shall be zero, (d) all other  unconditional  obligations
shall be the amount of the liability thereof  determined in accordance with GAAP
and (e) all other contingent  obligations shall be the maximum liability at such
date of such Person.

     "Indenture"  means this Indenture,  as amended or supplemented from time to
time in accordance with the terms hereof.

     "Independent Advisor" means a reputable accounting, appraisal or nationally
recognized  investment  banking,  engineering or consulting  firm (a) which does
not, and whose  directors,  officers and  employees or Affiliates do not, have a
direct or indirect material  financial interest in the Company and (b) which, in
the  judgment  of  the  Board  of   Directors  of  the  Company,   is  otherwise
disinterested,  independent and qualified to perform the task for which it is to
be engaged.
<PAGE>
     "Initial Notes" has the meaning provided in the preamble to this Indenture.

     "Institutional  Accredited  Investor"  means  an  institution  that  is  an
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act.

     "interest,"  when used with  respect  to any Note  means the  amount of all
interest  accruing on such Note,  including any  applicable  defaulted  interest
pursuant  to  Section  2.12  and  any  Additional   Interest   pursuant  to  the
Registration Rights Agreement.

     "Interest  Payment  Date" means the stated  maturity of an  installment  of
interest on the Notes.

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

     "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended
to the date hereof and from time to time hereafter.

     "Investment"  means, with respect to any Person, any direct or indirect (i)
loan, advance or other extension of credit  (including,  without  limitation,  a
guarantee) or capital contribution to (by means of any transfer of cash or other
property  (valued at the fair market  value  thereof as of the date of transfer)
others or any  payment  for  property  or  services  for the  account  or use of
others),  (ii)  purchase or  acquisition  by such  Person of any Capital  Stock,
bonds, notes, debentures or other securities or evidences of Indebtedness issued
by, any Person (whether by merger, consolidation,  amalgamation or otherwise and
whether  or not  purchased  directly  from  the  issuer  of such  securities  or
evidences of Indebtedness), (iii) guarantee or assumption of the Indebtedness of
any other Person (other than the guarantee or assumption of Indebtedness of such
<PAGE>
Person or a Restricted  Subsidiary of such Person which  guarantee or assumption
is made in compliance with the provisions of Section 4.12), and (iv) other items
that  would be  classified  as  investments  on a balance  sheet of such  Person
prepared in accordance with GAAP.  Notwithstanding  the foregoing,  "Investment"
shall  exclude  extensions  of trade  credit by the Company  and its  Restricted
Subsidiaries  on commercially  reasonable  terms in accordance with normal trade
practices of the Company or such Restricted Subsidiary,  as the case may be. The
amount of any  Investment  shall not be adjusted  for  increases or decreases in
value, or write-ups,  write-downs or write-offs with respect to such Investment.
If the Company or any Restricted  Subsidiary sells or otherwise  disposes of any
Capital Stock of any Restricted Subsidiary such that, after giving effect to any
such sale or  disposition,  it ceases to be a  Subsidiary  of the  Company,  the
Company  shall be deemed to have made an Investment on the date of any such sale
or  disposition  equal to the fair  market  value of the  Capital  Stock of such
Restricted Subsidiary not sold or disposed of.

     "Issue Date" means the date of original issuance of the Notes.

     "Legal Defeasance" has the meaning set forth in Section 8.01.

     "Legal Holiday" has the meaning provided in Section 11.07.

     "Lien" means any lien, mortgage,  deed of trust, pledge, security interest,
charge or encumbrance of any kind (including any conditional sale or other title
retention  agreement,  any lease in the nature thereof and any agreement to give
any security interest).

     "Material  Change"  means an increase or decrease of more than 10% during a
fiscal quarter in the discounted  future net cash flows (excluding  changes that
result  solely from  changes in prices)  from proved oil and gas reserves of the
Company and consolidated  Subsidiaries (before any state or federal income tax);
provided,  however, that the following will be excluded from the Material Change
calculation:  (i) any  acquisitions  during the quarter of oil and gas  reserves
that have been  estimated  by  independent  petroleum  engineers  and on which a
report or reports  exist,  (ii) any  disposition  of properties  existing at the
beginning of such quarter that have been disposed of as provided in Section 4.16
and (iii) any reserves added during the quarter  attributable to the drilling or
recompletion of wells not included in previous reserve estimates, but which will
be included in future quarters.

<PAGE>
     "Maturity Date" means June 1, 2007.

     "Moody's" means Moody's Investors Service, Inc. and its successors.

     "Net Cash Proceeds" means,  with respect to any Asset Sale, the proceeds in
the form of cash or Cash Equivalents  including  payments in respect of deferred
payment  obligations  when  received  in the  form of  cash or Cash  Equivalents
received by the Company or any of its  Restricted  Subsidiaries  from such Asset
Sale net of (a)  reasonable  out-of-pocket  expenses  and fees  relating to such
Asset Sale  (including,  without  limitation,  legal,  accounting and investment
banking fees and sales commissions), (b) taxes paid or payable after taking into
account any reduction in consolidated tax liability due to available tax credits
or deductions and any tax sharing  arrangements,  (c) repayment of  Indebtedness
that is  required  to be  repaid in  connection  with  such  Asset  Sale and (d)
appropriate  amounts  (determined by the Chief Financial Officer of the Company)
to be provided by the Company or any Restricted Subsidiary,  as the case may be,
as a reserve,  in accordance with GAAP, against any post-closing  adjustments or
liabilities  associated  with such Asset Sale and retained by the Company or any
Restricted  Subsidiary,  as the case may be,  after such Asset Sale,  including,
without  limitation,  pension  and other  post-employment  benefit  liabilities,
liabilities   related  to  environmental   matters  and  liabilities  under  any
indemnification  obligations  associated with such Asset Sale (but excluding any
payments  which, by the terms of the  indemnities,  will not, be made during the
term of the Notes).

     "Net Proceeds Offer" has the meaning set forth in Section 4.16.

     "Net Proceeds Offer Amount" has the meaning set forth in Section 4.16.

     "Net  Proceeds  Offer  Payment  Date" has the  meaning set forth in Section
4.16.

     "Net  Proceeds  Offer  Trigger  Date" has the  meaning set forth in Section
4.16.

     "Net Working  Capital"  means (i) all current assets of the Company and its
consolidated Subsidiaries, minus (ii) all current liabilities of the Company and
its  consolidated   Subsidiaries,   except  current   liabilities   included  in
Indebtedness,  in each case as set forth in financial  statements of the Company
prepared in accordance with GAAP.
<PAGE>
     "Non-U.S.  Person" means a person who is not a U.S.  person,  as defined in
Regulation S.

     "Notes" means the Initial Notes and the Exchange  Notes treated as a single
class of securities,  as amended or supplemented from time to time in accordance
with the terms hereof, that are issued pursuant to this Indenture.

     "Obligations"  means all  obligations  for  principal,  premium,  interest,
penalties, fees, indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing any Indebtedness.

     "Officer" means,  with respect to any Person,  the Chairman of the Board of
Directors,  the Chief Executive Officer, the President,  any Vice President, the
Chief Financial Officer, the Treasurer, the Controller, or the Secretary of such
Person,  or any other officer  designated by the Board of Directors serving in a
similar capacity and with respect to the Trustee or any agent of the Trustee,  a
"Trust Officer."

     "Officers'  Certificate"  means a certificate signed by two Officers of the
Company.

     "Opinion  of Counsel"  means a written  opinion  from legal  counsel who is
reasonably acceptable to the Trustee complying with the requirements of Sections
11.04 and 11.05, as they relate to the giving of an Opinion of Counsel.

     "Paying Agent" has the meaning provided in Section 2.03.

     "Payment Restriction" shall have the meaning set forth in Section 4.13.

     "Permitted Indebtedness" means, without duplication, each of the following:

     (a) the  Exchange  Notes,  the  Private  Exchange  Notes,  if any,  and the
Guarantees;

     (b)  Indebtedness  incurred  pursuant to the Senior  Credit  Facility in an
aggregate  principal  amount at any time  outstanding not to exceed  $60,000,000
<PAGE>
reduced  by any  required  permanent  repayments  (which  are  accompanied  by a
corresponding  permanent commitment  reduction)  thereunder (it being recognized
that a reduction  in the  borrowing  base in and of itself shall not be deemed a
required permanent repayment);

     (c) Interest  Swap  Obligations  of the Company or a Restricted  Subsidiary
covering  Indebtedness  of the  Company or any of its  Restricted  Subsidiaries;
provided,  however,  that such  Interest  Swap  Obligations  are entered into to
protect  the  Company  and its  Restricted  Subsidiaries  from  fluctuations  in
interest rates on Indebtedness incurred in accordance with this Indenture to the
extent the notional  principal amount of such Interest Swap Obligations does not
exceed the  principal  amount of the  Indebtedness  to which such  Interest Swap
Obligation relates;

     (d)  Indebtedness of a Restricted  Subsidiary to the Company or to a Wholly
Owned  Restricted  Subsidiary  for so long as such  Indebtedness  is held by the
Company or a Wholly Owned Restricted Subsidiary, in each case subject to no Lien
held by a Person other than the Company or a Wholly Owned Restricted Subsidiary;
provided, however, that if as of any date any Person other than the Company or a
Wholly Owned Restricted  Subsidiary owns or holds any such Indebtedness or holds
a Lien in respect of such Indebtedness, such date shall be deemed the incurrence
of Indebtedness  not constituting  Permitted  Indebtedness by the issuer of such
Indebtedness;

     (e) Indebtedness of the Company to a Wholly Owned Restricted Subsidiary for
so long as such Indebtedness is held by a Wholly Owned Restricted Subsidiary, in
each case subject to no Lien;  provided,  however,  that (i) any Indebtedness of
the Company to any Wholly Owned  Restricted  Subsidiary that is not a Subsidiary
Guarantor is unsecured and subordinated, pursuant to a written agreement, to the
Company's  obligations  under this Indenture and the Notes and (ii) if as of any
date any Person other than a Wholly Owned  Restricted  Subsidiary  owns or holds
any such Indebtedness or holds a Lien in respect of such Indebtedness, such date
shall be deemed  the  incurrence  of  Indebtedness  not  constituting  Permitted
Indebtedness by the Company;

     (f)  Indebtedness  arising from the  honoring by a bank or other  financial
institution of a check, draft or similar instrument inadvertently (except in the
case of daylight  overdrafts) drawn against  insufficient  funds in the ordinary
course of business;  provided,  however,  that such Indebtedness is extinguished
within two Business Days of incurrence;
<PAGE>
     (g)  Indebtedness  of the  Company  or any of its  Restricted  Subsidiaries
represented  by  letters  of  credit  for the  account  of the  Company  or such
Restricted  Subsidiary,  as the case may be, in order to  provide  security  for
workers'   compensation   claims,   payment   obligations  in  connection   with
self-insurance or similar requirements in the ordinary course of business;

     (h) Refinancing Indebtedness;

     (i) Capitalized  Lease  Obligations and Purchase Money  Indebtedness of the
Company or any of its Restricted  Subsidiaries  not to exceed  $5,000,000 at any
one time outstanding;

     (j) Obligations  arising in connection with Crude Oil and Natural Gas Hedge
Agreements of the Company or a Restricted Subsidiary;

     (k) Indebtedness under Currency Agreements;  provided, however, that in the
case  of  Currency  Agreements  which  relate  to  Indebtedness,  such  Currency
Agreements do not increase the  Indebtedness  of the Company and its  Restricted
Subsidiaries  outstanding  other  than as a result of  fluctuations  in  foreign
currency  exchange  rates or by reason  of fees,  indemnities  and  compensation
payable thereunder;

                  (l)  additional  Indebtedness  of  the  Company  or any of its
         Restricted  Subsidiaries in an aggregate  principal  amount at any time
         outstanding  not to exceed the greater of (i)  $10,000,000 or (ii) 5.0%
         of Adjusted Consolidated Net Tangible Assets of the Company; and

                  (m)  Indebtedness  owed by the Company in connection  with its
         guaranty of the  obligations  of Hunter Butcher  International  Limited
         Liability  Company to Wells Fargo HSBC Trade Bank N.A.,  provided  that
         the amount guaranteed by the Company does not exceed $3,000,000.

     "Permitted Industry Investments" means (i) capital expenditures, including,
without  limitation,  acquisitions of Company  Properties and interests therein;
<PAGE>
(ii) (a) entry into operating  agreements,  joint ventures,  working  interests,
royalty interests, mineral leases, unitization agreements,  pooling arrangements
or other similar or customary agreements, transactions, properties, interests or
arrangements,  and  Investments  and  expenditures  in  connection  therewith or
pursuant  thereto,  in each case made or entered into in the ordinary  course of
the oil and natural gas business,  and (b) exchanges of Company  Properties  for
other  Company  Properties  of at least  equivalent  value as determined in good
faith by the  Board of  Directors  of the  Company;  and  (iii)  Investments  of
operating  funds on behalf of co-owners of Crude Oil and Natural Gas  Properties
of the Company or the Subsidiaries pursuant to joint operating agreements.

     "Permitted  Investments"  means  (a)  Investments  by  the  Company  or any
Restricted  Subsidiary  in any Person that is or will become  immediately  after
such Investment a Restricted  Subsidiary or that will merge or consolidate  into
the  Company or a  Restricted  Subsidiary  that is not  subject  to any  Payment
Restriction;  (b)  Investments  in the  Company  by any  Restricted  Subsidiary;
provided,  however, that any Indebtedness evidencing any such Investment held by
a  Restricted  Subsidiary  that is not a Subsidiary  Guarantor is unsecured  and
subordinated,  pursuant to a written  agreement,  to the  Company's  obligations
under  the  Notes  and  this  Indenture;   (c)  Investments  in  cash  and  Cash
Equivalents;  (d) Investments made by the Company or its Restricted Subsidiaries
as a result of  consideration  received in connection with an Asset Sale made in
compliance  with  Section  4.16;(e)  Permitted  Industry  Investments;  and  (f)
additional  Investments in Unrestricted  Subsidiaries in an aggregate amount not
to exceed $5,000,000 at any one time.

     "Permitted  Junior  Securities"  means any securities of the Company or any
other Person that are (i) equity  securities  without special  covenants or (ii)
subordinated in right of payment to all Senior Indebtedness that may at the time
be  outstanding,  to  substantially  the same extent as, or to a greater  extent
than, the notes are  subordinated  as provided in this  Indenture,  in any event
pursuant to a court order so providing  and as to which (a) the rate of interest
on such securities  shall not exceed the effective rate of interest on the Notes
on the date of this Indenture,  (b) such securities shall not be entitled to the
benefits of covenants or defaults  materially  more beneficial to the holders of
such  securities  than those in effect with  respect to the Notes on the date of
this  Indenture  and (c) such  securities  shall not  provide  for  amortization
(including sinking fund and mandatory prepayment provisions) commencing prior to
the date six months  following the final  scheduled  maturity date of the Senior
Indebtedness (as modified by the plan of reorganization of readjustment pursuant
to which such securities are issued).
<PAGE>
     "Permitted Liens" means each of the following types of Liens:

     (a) Liens  existing  as of the Issue  Date to the  extent and in the manner
such Liens are in effect on the Issue Date (and any extensions,  replacements or
renewals thereof covering  property or assets secured by such Liens on the Issue
Date);

     (b)  Liens  securing  Indebtedness  outstanding  under  the  Senior  Credit
Facility;

     (c) Liens securing the Notes and the Guarantees;

     (d)  Liens of the  Company  or a  Restricted  Subsidiary  on  assets of any
Restricted Subsidiary;

     (e) Liens securing Refinancing  Indebtedness which is incurred to Refinance
any Indebtedness which has been secured by a Lien permitted under this Indenture
and which has been incurred in accordance with the provisions of this Indenture;
provided,  however, that such Liens (x) are no less favorable to the Holders and
are not more  favorable to the  lienholders  with respect to such Liens than the
Liens in respect of the  Indebtedness  being Refinanced and (y) do not extend to
or  cover  any  property  or  assets  of the  Company  or any of its  Restricted
Subsidiaries not securing the Indebtedness so Refinanced;

     (f) Liens for taxes,  assessments or governmental  charges or claims either
(i) not delinquent or (ii)  contested in good faith by  appropriate  proceedings
and as to which the  Company  or a  Restricted  Subsidiary,  as the case may be,
shall have set aside on its books such  reserves as may be required  pursuant to
GAAP;

     (g) statutory and contractual  Liens of landlords to secure rent arising in
the  ordinary  course of business  to the extent  such Liens  relate only to the
tangible  property of the lessee which is located on such  property and Liens of
carriers, warehousemen,  mechanics, suppliers, materialmen,  repairmen and other
Liens  imposed by law incurred in the  ordinary  course of business for sums not
yet  delinquent  or being  contested  in good  faith,  if such  reserve or other
appropriate provision, if any, as shall be required by GAAP shall have been made
in respect thereof;
<PAGE>
     (h) Liens incurred or deposits made in the ordinary  course of business (i)
in connection with workers' compensation, unemployment insurance and other types
of social security,  including any Lien securing letters of credit issued in the
ordinary  course  of  business  consistent  with  past  practice  in  connection
therewith, or (ii) to secure the performance of tenders,  statutory obligations,
surety and appeal bonds, bids,  leases,  government  contracts,  performance and
return-of-money  bonds and other similar  obligations  (exclusive of obligations
for the payment of borrowed money);

     (i) judgment and attachment Liens not giving rise to an Event of Default;

     (j) easements, rights-of-way,  zoning restrictions,  restrictive covenants,
minor  imperfections  in title and other  similar  charges  or  encumbrances  in
respect of real  property  not  interfering  in any  material  respect  with the
ordinary  conduct  of the  business  of  the  Company  or any of its  Restricted
Subsidiaries;

     (k)  any  interest  or  title  of a  lessor  under  any  Capitalized  Lease
Obligation;  provided  that such Liens do not extend to any  property  or assets
which is not leased property subject to such Capitalized Lease Obligation;

     (l) Liens  securing  Purchase  Money  Indebtedness  of the  Company  or any
Restricted   Subsidiary;   provided,   however,  that  (i)  the  Purchase  Money
Indebtedness  shall not be secured by any  property  or assets of the Company or
any  Restricted  Subsidiary  other than the  property  and assets so acquired or
constructed and (ii) the Lien securing such Indebtedness shall be created within
90 days of such acquisition or construction;

     (m) Liens  securing  reimbursement  obligations  with respect to commercial
letters of credit which encumber  documents and other property  relating to such
letters of credit and products and proceeds thereof;

     (n) Liens  encumbering  deposits  made to secure  obligations  arising from
statutory,  regulatory,  contractual, or warranty requirements of the Company or
any of its Restricted Subsidiaries, including rights of offset and set-off;
<PAGE>
     (o)  Liens  securing   Interest  Swap   Obligations   which  Interest  Swap
Obligations  relate to  Indebtedness  that is  otherwise  permitted  under  this
Indenture and Liens securing Crude Oil and Natural Gas Hedge Agreements;

     (p) Liens  securing  Acquired  Indebtedness  incurred  in  accordance  with
Section  4.12;  provided,  however,  that (i) such Liens  secured such  Acquired
Indebtedness  at the  time of and  prior  to the  incurrence  of  such  Acquired
Indebtedness  by the Company or a Restricted  Subsidiary and were not granted in
connection  with,  or in  anticipation  of,  the  incurrence  of  such  Acquired
Indebtedness  by the Company or a Restricted  Subsidiary  and (ii) such Liens do
not extend to or cover any  property  or assets of the  Company or of any of its
Restricted  Subsidiaries  other than the  property  or assets  that  secured the
Acquired  Indebtedness  prior  to the time  such  Indebtedness  became  Acquired
Indebtedness  of the Company or a Restricted  Subsidiary  (except for  proceeds,
improvements,  rents and similar  items  relating  to the  property or assets so
secured) and are no more  favorable to the  lienholders  than those securing the
Acquired  Indebtedness prior to the incurrence of such Acquired  Indebtedness by
the Company or a Restricted Subsidiary;

     (q) Liens on, or related to,  properties  and assets of the Company and its
Subsidiaries  to secure  all or a part of the  costs  incurred  in the  ordinary
course  of  business  of   exploration,   drilling,   development,   production,
processing, gas gatherings,  transportation,  marketing or storage, or operation
thereof;

     (r) Liens on pipeline or pipeline  facilities,  Hydrocarbons  or properties
and assets of the Company and its  Subsidiaries  which arise out of operation of
law;

     (s)  royalties,   overriding  royalties,  revenue  interests,  net  revenue
interests,  net profit interests,  revisionary  interests,  production payments,
production  sales  contracts,   preferential   rights  of  purchase,   operating
agreements,   working  interests  and  other  similar   interests,   properties,
arrangements and agreements,  all as ordinarily exist with respect to Properties
and assets of the Company and its  Subsidiaries or otherwise as are customary in
the oil and gas business;
<PAGE>
     (t) with  respect  to any  Properties  and  assets of the  Company  and its
Subsidiaries,  Liens  arising  under,  or in  connection  with,  or related  to,
farm-out,  farm-in,  joint operation,  area of mutual interest agreements and/or
other  similar or  customary  arrangements,  agreements  or  interests  that the
Company  or any  Subsidiary  determines  in good faith to be  necessary  for the
economic development of such Property;

     (u) any (a) interest or title of a lessor or sublessor under any lease, (b)
restriction  or  encumbrance  that  the  interest  or title  of such  lessor  or
sublessor may be subject to  (including,  without  limitation,  ground leases or
other prior leases of the demised  premises,  mortgages,  mechanics'  liens, tax
liens,  and easements),  or (c)  subordination  of the interest of the lessee or
sublessee under such lease to any restrictions or encumbrance referred to in the
preceding clause (b);

     (v) Liens in favor of  collecting  or payor banks having a right of setoff,
revocation,  refund or chargeback  with respect to money or  instruments  of the
Company or any  Restricted  Subsidiary  on deposit with or in possession of such
bank; and

     (w) Liens  incurred in the ordinary  course of business  and not  exceeding
$2,000,000 in the aggregate at any one time.

     "Person"  means an  individual,  partnership,  corporation,  unincorporated
organization,  limited liability company,  trust,  estate or joint venture, or a
governmental agency or political subdivision thereof.

     "Physical Notes" has the meaning provided in Section 2.01.

     "Plan of Liquidation"  means, with respect to any Person, a plan (including
by operation of law) that  provides for,  contemplates  or the  effectuation  of
which  is  preceded   or   accompanied   by   (whether   or  not   substantially
contemporaneously)  (i) the sale, lease,  conveyance or other disposition of all
or substantially  all of the assets of such Person otherwise than as an entirety
or   substantially   as  an  entirety  and  (ii)  the  distribution  of  all  or
substantially  all of the  proceeds  of such sale,  lease,  conveyance  or other
disposition and all or substantially  all of the remaining assets of such Person
to holders of Capital Stock of such Person.
<PAGE>
     "Preferred Stock" of any Person means any Capital Stock of such Person that
has  preferential  rights to any other Capital Stock of such Person with respect
to dividends or redemptions or upon liquidation.

     "principal" of any  Indebtedness  (including the Notes) means the principal
amount of such Indebtedness plus the premium, if any, on such Indebtedness.

     "Private  Exchange Notes" means senior  subordinated  notes of the Company,
guaranteed by the  Subsidiary  Guarantors,  issued in exchange for the Notes and
identical  in all  material  respects  to the  Exchange  Notes,  except  for the
placement of a restrictive legend on such Private Exchange Notes.

     "Private  Placement  Legend"  means the legend  initially  set forth on the
Notes in the form set forth in Section 2.15.

     "pro forma" means,  with respect to any calculation  made or required to be
made pursuant to the terms of this  Indenture,  a calculation in accordance with
Article 11 of  Regulation  S-X under the  Securities  Act, as  determined by the
Board of Directors of the Company in consultation  with its  independent  public
accountants.

     "Property" means, with respect to any Person,  any interests of such Person
in any kind of property or asset,  whether real,  personal or mixed, or tangible
or  intangible,   including,  without  limitation,  Capital  Stock,  partnership
interests and other equity or ownership interests in any other Person.

     "Purchase Money  Indebtedness" means Indebtedness the net proceeds of which
are used to finance the cost (including the cost of construction) of property or
assets  acquired in the normal course of business by the Person  incurring  such
Indebtedness.

     "Qualified  Capital Stock" means any Capital Stock that is not Disqualified
Capital Stock.

     "Qualified  Institutional  Buyer" or "QIB" shall have the meaning specified
in Rule 144A under the Securities Act.

     "Record Date" means the Record Dates specified in the Notes.
<PAGE>
     "Redemption Date," when used with respect to any Note to be redeemed, means
the date fixed for such redemption pursuant to this Indenture and the Notes.

     "Redemption  Price,"  when used with  respect  to any Note to be  redeemed,
means the price fixed for such redemption,  including  principal and premium, if
any, pursuant to this Indenture and the Notes.

     "Reference Date" has the meaning set forth in Section 4.10.

     "Refinance"  means,  in  respect  of  any  security  or  Indebtedness,   to
refinance,  extend, renew, refund, repay, prepay,  redeem, defease or retire, or
to issue a security  or  Indebtedness  in  exchange  or  replacement  for,  such
security or Indebtedness  in whole or in part;  "Refinanced"  and  "Refinancing"
shall have correlative meanings.

     "Refinancing  Indebtedness"  means any  Refinancing  by the  Company or any
Restricted Subsidiary of the Company of Indebtedness incurred in accordance with
Section 4.12 (other than  pursuant to clause (b),  (c), (d), (e), (f), (g), (i),
(j), (k), (l) or (m) of the definition of Permitted Indebtedness),  in each case
that does not (i) result in an increase  in the  aggregate  principal  amount of
Indebtedness  of such Person as of the date of such proposed  Refinancing  (plus
the amount of any premium  required to be paid under the terms of the instrument
governing such Indebtedness and plus the amount of reasonable  expenses incurred
by  the  Company  and  its  Restricted  Subsidiaries  in  connection  with  such
Refinancing)  or (ii) create  Indebtedness  with (x) a Weighted  Average Life to
Maturity  that is less  than  the  Weighted  Average  Life  to  Maturity  of the
Indebtedness  being  Refinanced or (y) a final  maturity  earlier than the final
maturity of the Indebtedness being Refinanced;  provided,  however,  that (1) if
such  Indebtedness  being  Refinanced  is  Indebtedness  of  the  Company  or  a
Subsidiary Guarantor,  then such Refinancing  Indebtedness shall be Indebtedness
solely  of the  Company  and/or  such  Subsidiary  Guarantor  and  (2)  if  such
Indebtedness  being  Refinanced  is  subordinate  or  junior  to the  Notes or a
Guarantee,  then such Refinancing Indebtedness shall be subordinate to the Notes
or such  Guarantee,  as the case may be, at least to the same  extent and in the
same manner as the Indebtedness being Refinanced.

     "Registrar" has the meaning provided in Section 2.03.
<PAGE>
     "Registration  Rights  Agreement" means the  Registration  Rights Agreement
dated as of the Issue Date among the Company, the Subsidiary  Guarantors and the
Initial Purchasers.

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

     "Related  Person"  of  any  Person  means  any  other  Person  directly  or
indirectly  owning 10% or more of the  outstanding  voting  Common Stock of such
Person (or, in the case of a Person  that is not a  corporation,  10% or more of
the equity interest in such Person).

     "Replacement Assets" shall have the meaning set forth in Section 4.16.

     "Restricted Payment" shall have the meaning set forth in Section 4.10.

     "Restricted  Security"  has  the  meaning  assigned  to  such  term in Rule
144(a)(3) under the Securities Act; provided, however, that the Trustee shall be
entitled to request and conclusively  rely on an Opinion of Counsel with respect
to whether any Note constitutes a Restricted Security.

     "Restricted  Subsidiary"  means any  Subsidiary of the Company that has not
been designated by the Board of Directors of the Company,  by a Board Resolution
delivered  to the  Trustee,  as an  Unrestricted  Subsidiary  pursuant to and in
compliance  with Section 4.14.  Any such  designation  may be revoked by a Board
Resolution of the Company delivered to the Trustee, subject to the provisions of
such covenant.

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

     "S&P" means  Standard & Poor's  Rating  Services,  a division of The McGraw
Hill Companies, Inc., and its successors.

     "Sale and Leaseback  Transaction" means any direct or indirect  arrangement
with any Person or to which any such Person is a party providing for the leasing
to the Company or a Restricted Subsidiary of any property,  whether owned by the
Company or any Restricted Subsidiary at the Issue Date or later acquired,  which
has  been or is to be sold or  transferred  by the  Company  or such  Restricted
Subsidiary  to such  Person or to any other  Person from whom funds have been or
are to be advanced by such Person on the security of such property.

<PAGE>

     "Securities  Act" means the  Securities  Act of 1933,  as amended,  and the
rules and regulations of the Commission promulgated thereunder.

     "Senior Credit  Facility" means the Amended and Restated  Credit  Agreement
dated as of April 30, 1997, by and among the Company,  Bankers Trust Company, as
Administrative  Agent and as Issuing  Bank,  First Union  National Bank of North
Carolina,  as  Syndication  Agent  and  Collateral  Agent,  Banque  Paribas,  as
Documentation  Agent, and each of the lenders named therein, or any successor or
replacement  agreement  and  whether by the same or any other  agent,  lender or
group of  lenders,  together  with the  related  documents  thereto  (including,
without limitation,  any guarantee agreements and security  documents),  in each
case as such agreements may be amended  (including any amendment and restatement
thereof),  supplemented or otherwise  modified from time to time,  including any
agreements  extending  the maturity of,  refinancing,  replacing,  increasing or
otherwise  restructuring  all or any  portion  of the  Indebtedness  under  such
agreements.

     "Significant  Subsidiary"  shall have the meaning set forth in Rule 1.02(w)
of Regulation S-X under the Securities Act.

     "Subsidiary,"  with  respect to any Person,  means (a) any  corporation  of
which the  outstanding  Capital  Stock  having at least a majority  of the votes
entitled to be cast in the election of directors  under  ordinary  circumstances
shall at the time be owned,  directly or  indirectly,  by such Person or (b) any
other Person of which at least a majority of the voting  interest under ordinary
circumstances is at the time, directly or indirectly, owned by such Person.

     "Subsidiary   Guarantor"  means  (a)  each  of  the  Company's   Restricted
Subsidiaries  as of the  Issue  Date  and (b) each of the  Company's  Restricted
Subsidiaries that in the future executes a supplemental  indenture in which such
Restricted  Subsidiary  agrees to be bound by the terms of this  Indenture  as a
Subsidiary  Guarantor;   provided,  however,  that  any  Person  constituting  a
Subsidiary  Guarantor as described  above shall cease to constitute a Subsidiary
Guarantor  when its Guarantee is released in  accordance  with the terms of this
Indenture.

     "Surviving Entity" shall have the meaning set forth in Section 5.01.
<PAGE>
     "TCW  Preferred  Stock" means the one million  shares of the Company's 1996
Series A Convertible  Preferred  Stock,  $0.001 par value per share and a $10.00
stated value per share with a quarterly dividend rate of $0.21875 per share.

     "TIA"   means  the  Trust   Indenture   Act  of  1939  (15  U.S.C.   ss.ss.
77aaa-77bbbb), as amended, as in effect on the date of this Indenture, except as
otherwise provided in Section 9.03.

     "Trust  Officer"  means any  officer or  assistant  officer of the  Trustee
assigned  by the  Trustee  to  administer  this  Indenture,  or in the case of a
successor  trustee,  an officer  assigned to the  department,  division or group
performing  the  corporation  trust  work  of such  successor  and  assigned  to
administer this Indenture.

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

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

     "U.S.  Legal  Tender"  means such coin or currency of the United  States of
America  as at the time of  payment  shall be legal  tender  for the  payment of
public and private debts.

     "Unrestricted Subsidiary" means any Subsidiary of the Company designated as
such pursuant to and in compliance  with Section 4.14;  provided,  however,  the
Unrestricted  Subsidiaries shall initially include Hunter Butcher  International
Limited  Liability  Company.  Any such  designation  may be  revoked  by a Board
Resolution of the Company delivered to the Trustee, subject to the provisions of
such Section 4.14.

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years  obtained by dividing (a) the then  outstanding
aggregate principal amount of such Indebtedness into (b) the sum of the total of
the  products  obtained  by  multiplying  (i) the amount of each then  remaining
installment,  sinking  fund,  serial  maturity  or  other  required  payment  of
principal,  including payment at final maturity, in respect thereof, by (ii) the
number of years  (calculated  to the  nearest  one-twelfth)  which  will  elapse
between such date and the making of such payment.
<PAGE>
     "Wholly Owned  Restricted  Subsidiary"  means any Restricted  Subsidiary of
which all the outstanding  voting  securities  normally  entitled to vote in the
election  of  directors  are  owned  by the  Company  or  another  Wholly  Owned
Restricted Subsidiary.

     SECTION 1.02. Incorporation by Reference of TIA.

                  Whenever this Indenture refers to a provision of the TIA, such
provision is  incorporated  by reference in, and made a part of, this Indenture.
The following TIA terms used in this Indenture have the following meanings:

     "indenture securities" means the Notes.

     "indenture security holder" means a Holder.

     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Trustee.

     "obligor"  on the  indenture  securities  means  the  Company  or any other
obligor on the Notes.

                  All other TIA terms used in this Indenture that are defined by
the TIA,  defined by TIA  reference to another  statute or defined by Commission
rule and not  otherwise  defined  herein  have  the  meanings  assigned  to them
therein.

     SECTION 1.03. Rules of Construction.

     Unless the context otherwise requires:

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

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

     (3) "or" is not exclusive;

     (4) words in the  singular  include  the  plural,  and words in the  plural
include the singular;
<PAGE>
     (5)  "herein,"  "hereof"  and other words of similar  import  refer to this
Indenture  as a whole  and  not to any  particular  Article,  Section  or  other
subdivision; and

     (6) any reference to a statute,  law or regulation means that statute,  law
or  regulation  as  amended  and in effect  from time to time and  includes  any
successor statute, law or regulation;  provided,  however, that any reference to
the  Bankruptcy  Law shall mean the Bankruptcy Law as applicable to the relevant
case.

                                   ARTICLE TWO

     THE NOTES SECTION 2.01. Form and Dating.

                  The   Initial   Notes  and  the   Trustee's   certificate   of
authentication  relating thereto shall be substantially in the form of Exhibit A
hereto.  The Exchange  Notes and the  Trustee's  certificate  of  authentication
relating  thereto shall be  substantially  in the form of Exhibit B hereto.  The
Notes  may have  notations,  legends  or  endorsements  required  by law,  stock
exchange  rule or  depository  rule or usage.  The Company and the Trustee shall
approve the form of the Notes and any notation,  legend or  endorsement on them.
Each Note shall be dated the date of its issuance and shall show the date of its
authentication.  Each Note shall have an  executed  Guarantee  endorsed  thereon
substantially in the form of Exhibit E hereto.

                  The terms  and  provisions  contained  in the  Notes,  annexed
hereto as Exhibits A and B, shall  constitute,  and are hereby expressly made, a
part of this  Indenture  and,  to the extent  applicable,  the  Company  and the
Trustee,  by their execution and delivery of this Indenture,  expressly agree to
such terms and provisions and to be bound thereby.

                  Notes offered and sold in reliance on Rule 144A, Notes offered
and sold to institutional  "accredited investors" (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act) and Notes offered and sold in reliance
on Regulation S shall be issued  initially in the form of one or more  permanent
global Notes in registered form,  substantially in the form set forth in Exhibit
A (the  "Global  Note"),  deposited  with  the  Trustee,  as  custodian  for the
Depository,  duly  executed  by the Company  (and  having an executed  Guarantee
endorsed thereon) and  authenticated by the Trustee as hereinafter  provided and
shall bear the legend set forth in Section 2.15. The aggregate  principal amount
of the  Global  Note  may  from  time to  time  be  increased  or  decreased  by
adjustments made on the records of the Trustee, as custodian for the Depository,
as hereinafter provided.
<PAGE>
                  Notes  issued  in  exchange  for  interests  in a Global  Note
pursuant  to Section  2.16 may be issued in the form of  permanent  certificated
Notes in registered form in  substantially  the form set forth in Exhibit A (the
"Physical Notes").

     SECTION 2.02. Execution and Authentication; Aggregate Principal Amount.

                  Two Officers,  or an Officer and an Assistant Secretary of the
Company and each Subsidiary Guarantor, shall sign, or one Officer shall sign and
one Officer or an Assistant  Secretary  (each of whom shall,  in each case, have
been duly  authorized by all requisite  corporate  actions) shall attest to, the
Notes for the Company and the Guarantees for the Subsidiary Guarantors by manual
or facsimile signature.

                  If an Officer or Assistant  Secretary  whose signature is on a
Note or a Guarantee  was an Officer or  Assistant  Secretary at the time of such
execution  but no longer  holds that  office or position at the time the Trustee
authenticates the Note, the Note shall nevertheless be valid.

                  A Note shall not be valid until an authorized signatory of the
Trustee  manually  signs the  certificate  of  authentication  on the Note.  The
signature  shall be  conclusive  evidence  that the Note has been  authenticated
under this Indenture.

                  The Trustee shall  authenticate (i) Initial Notes for original
issue in the  aggregate  principal  amount not to exceed  $140,000,000  and (ii)
Exchange Notes from time to time for issue only in exchange for a like principal
amount of Initial Notes, in each case upon a written order of the Company in the
form of an Officers'  Certificate of the Company.  Each such written order shall
specify the amount of Notes to be authenticated  and the date on which the Notes
are to be  authenticated,  whether the Notes are to be Initial Notes or Exchange
Notes and whether the Notes are to be issued as Physical  Notes or Global  Notes
or such other  information as the Trustee may reasonably  request.  In addition,
with respect to authentication pursuant to clauses (ii) of the first sentence of
this  paragraph,  the  first  such  written  order  from  the  Company  shall be
accompanied  by an  Opinion  of  Counsel  of the  Company  in a form  reasonably
satisfactory to the Trustee stating that the issuance of the Exchange Notes does
not give rise to an event of default,  complies with this Indenture and has been
duly  authorized  by the  Company.  The  aggregate  principal  amount  of  Notes
outstanding  at any time may not  exceed  $140,000,000,  except as  provided  in
Sections 2.07 and 2.08.

<PAGE>
                  The  Trustee  may   appoint  an   authenticating   agent  (the
"Authenticating  Agent")  reasonably  acceptable to the Company to  authenticate
Notes. Unless otherwise provided in the appointment, an Authenticating Agent may
authenticate  Notes  whenever  the  Trustee may do so.  Each  reference  in this
Indenture  to  authentication  by the Trustee  includes  authentication  by such
Authenticating Agent. An Authenticating Agent has the same rights as an Agent to
deal with the Company or with any Affiliate of the Company.

                  The Notes  shall be issuable  in fully  registered  form only,
without coupons, in denominations of $1,000 and any integral multiple thereof.

     SECTION 2.03. Registrar and Paying Agent.

                  The Company shall maintain an office or agency (which shall be
located in the Borough of Manhattan in the City of New York,  State of New York)
where (a) Notes may be presented or surrendered for  registration of transfer or
for  exchange  ("Registrar"),  (b) Notes may be  presented  or  surrendered  for
payment  ("Paying  Agent") and (c) notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served.  The Registrar shall keep
a register of the Notes and of their  transfer and exchange.  The Company,  upon
prior written notice to the Trustee,  may have one or more co-Registrars and one
or more additional paying agents reasonably  acceptable to the Trustee. The term
"Paying  Agent"  includes any  additional  Paying Agent.  The Company may act as
their own Paying  Agent,  except that for the  purposes of payments on the Notes
pursuant to Sections 4.15 and 4.16, neither the Company nor any Affiliate of the
Company may act as Paying Agent.

                  The Company shall enter into an appropriate  agency  agreement
with any Agent not a party to this Indenture,  which agreement shall incorporate
the  provisions of the TIA and implement the  provisions of this  Indenture that
relate to such Agent. The Company shall notify the Trustee,  in advance,  of the
name and address of any such Agent.  If the Company fail to maintain a Registrar
or Paying Agent, or fail to give the foregoing notice,  the Trustee shall act as
such.
<PAGE>
                  The Company initially appoint the Trustee as Registrar, Paying
Agent and agent for service of demands and notices in connection with the Notes,
until such time as the Trustee has resigned or a successor  has been  appointed.
Any of the  Registrar,  the Paying  Agent or any other  agent may resign upon 30
days' notice to the Company.

     SECTION 2.04. Paying Agent To Hold Assets in Trust.

                  The Company  shall  require  each Paying  Agent other than the
Trustee to agree in writing  that such Paying  Agent shall hold in trust for the
benefit of the Holders or the  Trustee  all assets held by the Paying  Agent for
the payment of principal of, premium, if any, or interest on, the Notes (whether
such assets have been  distributed  to it by the Company or any other obligor on
the Notes), and the Company and the Paying Agent shall notify the Trustee of any
Default by the  Company  (or any other  obligor on the Notes) in making any such
payment.  The Company at any time may require a Paying Agent to  distribute  all
assets held by it to the Trustee  and account for any assets  disbursed  and the
Trustee may at any time during the  continuance  of any  payment  Default,  upon
written  request to a Paying Agent,  require such Paying Agent to distribute all
assets held by it to the Trustee and to account for any assets distributed. Upon
distribution  to the Trustee of all assets that shall have been delivered by the
Company to the Paying  Agent,  the Paying Agent shall have no further  liability
for such assets.

     SECTION 2.05. Holder Lists.

                  The  Trustee  shall  preserve  in  as  current  a  form  as is
reasonably  practicable  the most recent list  available  to it of the names and
addresses of the Holders. If the Trustee is not the Registrar, the Company shall
furnish or cause the Registrar to furnish to the Trustee before each Record Date
and at such other  times as the Trustee may request in writing a list as of such
date and in such form as the  Trustee  may  reasonably  require of the names and
addresses  of the  Holders,  which list may be  conclusively  relied upon by the
Trustee.


<PAGE>
     SECTION 2.06. Transfer and Exchange.

                  When Notes are  presented to the  Registrar or a  co-Registrar
with a request to register the transfer of such Notes or to exchange  such Notes
for an equal principal  amount of Notes or other authorized  denominations,  the
Registrar or  co-Registrar  shall  register the transfer or make the exchange as
requested if its requirements for such transaction are met;  provided,  however,
that the Notes presented or surrendered for registration of transfer or exchange
shall be duly  endorsed or  accompanied  by a written  instrument of transfer in
form satisfactory to the Company, the Trustee and the Registrar or co-Registrar,
duly executed by the Holder thereof or his attorney duly  authorized in writing.
To permit registration of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Notes and the Subsidiary Guarantors shall execute
Guarantees  thereon at the  Registrar's or  co-Registrar's  request.  No service
charge  shall be made for any  registration  of  transfer or  exchange,  but the
Company may require  payment of a sum  sufficient to cover any transfer tax, fee
or similar  governmental charge payable in connection  therewith (other than any
such transfer  taxes or similar  governmental  charge  payable upon exchanges or
transfers  pursuant to Sections 2.10,  3.04,  4.15, 4.16 or 9.05, in which event
the Company shall be responsible for the payment of such taxes).

                  The  Registrar  or  co-Registrar  shall  not  be  required  to
register the  transfer of or exchange of any Note (i) during a period  beginning
at the opening of business 15 days before the mailing of a notice of  redemption
of Notes and ending at the close of business on the day of such mailing and (ii)
selected for  redemption in whole or in part pursuant to Article  Three,  except
the unredeemed portion of any Note being redeemed in part.

                  Any Holder of a beneficial interest in a Global Note shall, by
acceptance of such Global Note, agree that transfers of beneficial  interests in
such Global Notes may be effected only through a book entry system maintained by
the  Holder  of such  Global  Note  (or its  agent),  and  that  ownership  of a
beneficial  interest  in the Note shall be required  to be  reflected  in a book
entry system.

     SECTION 2.07. Replacement Notes.

                  If a mutilated  Note is  surrendered  to the Trustee or if the
Holder of a Note claims  that the Note has been lost,  destroyed  or  wrongfully
taken, the Company shall issue and the Trustee shall  authenticate a replacement
Note and the  Subsidiary  Guarantors  shall  execute a Guarantee  thereon if the
Trustee's  requirements are met. If required by the Trustee or the Company, such
Holder must provide an indemnity  bond or other  indemnity of reasonable  tenor,
sufficient in the reasonable judgment of the Company, the Subsidiary  Guarantors
and the Trustee, to protect the Company, the Subsidiary Guarantors,  the Trustee
or any Agent from any loss  which any of them may suffer if a Note is  replaced.
Every replacement Note shall constitute an additional  obligation of the Company
and the Subsidiary Guarantors.
<PAGE>
     SECTION 2.08. Outstanding Notes.

                  Notes outstanding at any time are all the Notes that have been
authenticated  by the Trustee except those canceled by it, those delivered to it
for cancellation and those described in this Section as not outstanding. Subject
to the  provisions  of  Section  2.09,  a Note does not cease to be  outstanding
because the Company or any of its Affiliates holds the Note.

                  If a Note is replaced  pursuant to Section  2.07 (other than a
mutilated Note surrendered for replacement),  it ceases to be outstanding unless
the Trustee receives proof  satisfactory to it that the replaced Note is held by
a bona fide purchaser.  A mutilated Note ceases to be outstanding upon surrender
of such Note and replacement thereof pursuant to Section 2.07.

                  If on a Redemption  Date or the Maturity Date the Paying Agent
holds U.S. Legal Tender or U.S. Government  Obligations sufficient to pay all of
the  principal,  premium,  if any, and interest due on the Notes payable on that
date  and is not  prohibited  from  paying  such  money to the  Holders  thereof
pursuant to the terms of this Indenture,  then on and after that date such Notes
shall be deemed  not to be  outstanding  and  interest  on them  shall  cease to
accrue.

     SECTION 2.09. Treasury Notes.

                  In determining  whether the Holders of the required  principal
amount of Notes have  concurred  in any  direction,  waiver,  consent or notice,
Notes owned by the Company or an Affiliate of the Company shall be considered as
though they are not  outstanding,  except that for the  purposes of  determining
whether the Trustee shall be protected in relying on any such direction,  waiver
or consent,  only Notes which a Trust Officer of the Trustee  actually knows are
so owned  shall be so  considered.  The Company  shall  notify the  Trustee,  in
writing,  when either of them or, to their  knowledge,  any of their  Affiliates
repurchases or otherwise  acquires Notes, of the aggregate  principal  amount of
such Notes so  repurchased or otherwise  acquired and such other  information as
the Trustee  may  reasonably  request and the Trustee  shall be entitled to rely
thereon.
<PAGE>
     SECTION 2.10. Temporary Notes.

                  Until definitive Notes are ready for delivery, the Company may
prepare and the Trustee  shall  authenticate  temporary  Notes upon receipt of a
written  order of the  Company  in the  form of an  Officers'  Certificate.  The
Officers'  Certificate  shall  specify  the  amount  of  temporary  Notes  to be
authenticated and the date on which the temporary Notes are to be authenticated.
Temporary Notes shall be  substantially  in the form of definitive Notes but may
have variations that the Company consider appropriate for temporary Notes and so
indicate in the Officers'  Certificate.  Without unreasonable delay, the Company
shall prepare,  the Trustee shall  authenticate  and the  Subsidiary  Guarantors
shall  execute  Guarantees  on, upon  receipt of a written  order of the Company
pursuant to Section 2.02, definitive Notes in exchange for temporary Notes.

     SECTION 2.11. Cancellation.

                  The Company at any time may  deliver  Notes to the Trustee for
cancellation.  The  Registrar  and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for transfer, exchange or payment. The Trustee, or
at the direction of the Trustee,  the Registrar or the Paying Agent,  and no one
else, shall cancel and, at the written direction of the Company,  shall dispose,
in its  customary  manner,  of all Notes  surrendered  for  transfer,  exchange,
payment or cancellation.  Subject to Section 2.07, the Company may not issue new
Notes to  replace  Notes that they have paid or  delivered  to the  Trustee  for
cancellation.  If the Company shall acquire any of the Notes,  such  acquisition
shall  not  operate  as  a  redemption  or  satisfaction  of  the   Indebtedness
represented  by such  Notes  unless  and until the same are  surrendered  to the
Trustee for cancellation pursuant to this Section 2.11.


     SECTION 2.12. Defaulted Interest.

                  The Company will pay interest on overdue  principal  from time
to time on demand at the rate of interest  then borne by the Notes.  The Company
shall,  to the extent lawful,  pay interest on overdue  installments of interest
(without regard to any applicable  grace periods) from time to time on demand at
the rate of interest  then borne by the Notes.  Interest will be computed on the
basis of a 360-day year comprised of twelve 30-day months, and, in the case of a
partial month, the actual number of days elapsed.

<PAGE>

                  If the Company defaults in a payment of interest on the Notes,
they shall pay the defaulted interest,  plus (to the extent lawful) any interest
payable  on the  defaulted  interest,  to  the  Persons  who  are  Holders  on a
subsequent special record date, which special record date shall be the fifteenth
day next  preceding  the date fixed by the Company for the payment of  defaulted
interest or the next succeeding Business Day if such date is not a Business Day.
The  Company  shall  notify the  Trustee  in writing of the amount of  defaulted
interest  proposed to be paid on each Note and the date of the proposed  payment
(a "Default  Interest  Payment  Date"),  and at the same time the Company  shall
deposit  with the  Trustee  an amount  of money  equal to the  aggregate  amount
proposed  to be paid in  respect  of  such  defaulted  interest  or  shall  make
arrangements  satisfactory  to the Trustee  for such  deposit on or prior to the
date of the proposed payment,  such money when deposited to be held in trust for
the benefit of the Persons  entitled to such  defaulted  interest as provided in
this  Section;  provided,  however,  that in no event shall the Company  deposit
monies  proposed to be paid in respect of  defaulted  interest  later than 11:00
a.m. New York City time of the proposed  Default Interest Payment Date. At least
15 days before the  subsequent  special  record date, the Company shall mail (or
cause to be mailed) to each Holder, as of a recent date selected by the Company,
with a copy to the Trustee,  a notice that states the subsequent  special record
date,  the  payment  date and the amount of  defaulted  interest,  and  interest
payable on such  defaulted  interest,  if any, to be paid.  Notwithstanding  the
foregoing,  any  interest  which is paid prior to the  expiration  of the 30-day
period set forth in Section  6.01(a)  shall be paid to Holders as of the regular
record date for the Interest  Payment Date for which interest has not been paid.
Notwithstanding  the  foregoing,  the Company may make payment of any  defaulted
interest in any other lawful manner not  inconsistent  with the  requirements of
any securities  exchange on which the Notes may be listed,  and upon such notice
as may be required by such exchange.

     SECTION 2.13. CUSIP Number.

                  The  Company  in issuing  the Notes may use a "CUSIP"  number,
and, if so, the Trustee  shall use the CUSIP number in notices of  redemption or
exchange as a convenience to Holders; provided,  however, that no representation
is hereby deemed to be made by the Trustee as to the  correctness or accuracy of
the CUSIP number printed in the notice or on the Notes, and that reliance may be
placed  only on the other  identification  numbers  printed  on the  Notes.  The
Company shall promptly notify the Trustee of any change in the CUSIP number.

<PAGE>

     SECTION 2.14. Deposit of Monies.

                  Prior  to  11:00  a.m.  New York  City  time on each  Interest
Payment Date, Maturity Date, Redemption Date, Change of Control Payment Date and
Net Proceeds  Offer Payment  Date,  the Company  shall have  deposited  with the
Paying  Agent in  immediately  available  funds  money  sufficient  to make cash
payments,  if any, due on such Interest Payment Date, Maturity Date,  Redemption
Date, Change of Control Payment Date and Net Proceeds Offer Payment Date, as the
case may be, in a timely  manner which permits the Paying Agent to remit payment
to the Holders on such Interest  Payment Date,  Maturity Date,  Redemption Date,
Change of Control  Payment Date and Net Proceeds Offer Payment Date, as the case
may be.

     SECTION 2.15. Restrictive Legends.

                  Each  Global  Note  and  Physical  Note  that   constitutes  a
Restricted  Security  shall bear the following  legend (the  "Private  Placement
Legend") on the face thereof until after the third  anniversary  of the later of
the Issue Date and the last date on which the  Company or any  Affiliate  of the
Company  was the  owner of such  Note  (or any  predecessor  security)  (or such
shorter  period of time as permitted by Rule 144(k) under the  Securities Act or
any  successor  provision  thereunder)  (or such longer period of time as may be
required  under the Securities Act or applicable  state  securities  laws in the
opinion of counsel for the Company,  unless  otherwise agreed by the Company and
the Holder thereof):

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.  SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), AND,  ACCORDINGLY,  MAY NOT BE
         OFFERED OR SOLD  WITHIN THE UNITED  STATES OR TO, OR FOR THE ACCOUNT OR
         BENEFIT OF, U.S.  PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION
         HEREOF,  THE  HOLDER  (1)  REPRESENTS  THAT  (A)  IT  IS  A  "QUALIFIED
         INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
         OR (B) IT IS AN  "ACCREDITED  INVESTOR" (AS DEFINED IN RULE  501(a)(1),
         (2), (3), OR (7) UNDER THE SECURITIES ACT), (AN "ACCREDITED  INVESTOR")
         OR (C) IT IS NOT A U.S.  PERSON AND IS  ACQUIRING  THIS  SECURITY IN AN
         OFFSHORE  TRANSACTION IN COMPLIANCE  WITH RULE 904 UNDER THE SECURITIES
         ACT,  (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS  AFTER THE  ORIGINAL
<PAGE>         
         ISSUANCE OF THIS  SECURITY  RESELL OR OTHERWISE  TRANSFER THIS SECURITY
         EXCEPT (A) TO THE COMPANY THEREOF OR ANY SUBSIDIARY THEREOF, (B) INSIDE
         THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
         RULE 144A UNDER THE SECURITIES  ACT, (C) INSIDE THE UNITED STATES TO AN
         ACCREDITED  INVESTOR THAT,  PRIOR TO SUCH  TRANSFER,  FURNISHES (OR HAS
         FURNISHED  ON ITS  BEHALF  BY A U.S.  BROKER-DEALER)  TO THE  TRUSTEE A
         SIGNED  LETTER  CONTAINING  CERTAIN   REPRESENTATIONS   AND  AGREEMENTS
         RELATING TO THE  RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF
         WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS  SECURITY),  (D)
         OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
         RULE 904  UNDER  THE  SECURITIES  ACT  (PROVIDED  THAT ANY SUCH SALE OR
         TRANSFER IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT MUST
         BE  EFFECTED   PURSUANT  TO  AN  EXEMPTION   FROM  THE  PROSPECTUS  AND
         REGISTRATION  REQUIREMENTS UNDER APPLICABLE  CANADIAN SECURITIES LAWS),
         (E) PURSUANT TO THE EXEMPTION  FROM  REGISTRATION  PROVIDED BY RULE 144
         UNDER  THE  SECURITIES  ACT  (IF  AVAILABLE),  OR  (F)  PURSUANT  TO AN
         EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT AND (3)
         AGREES  THAT IT WILL  GIVE TO EACH  PERSON  TO WHOM  THIS  SECURITY  IS
         TRANSFERRED  A NOTICE  SUBSTANTIALLY  TO THE EFFECT OF THIS LEGEND.  IN
         CONNECTION  WITH ANY TRANSFER OF THIS  SECURITY  WITHIN TWO YEARS AFTER
         THE ORIGINAL ISSUANCE OF THIS SECURITY,  IF THE PROPOSED  TRANSFEREE IS
         AN  ACCREDITED  INVESTOR,  THE  HOLDER  MUST,  PRIOR TO SUCH  TRANSFER,
         FURNISH TO THE  TRUSTEE  AND THE  COMPANY  SUCH  CERTIFICATIONS,  LEGAL
         OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY  REQUIRE
         TO CONFIRM  THAT SUCH  TRANSFER IS BEING MADE  PURSUANT TO AN EXEMPTION
         FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
         OF  THE   SECURITIES   ACT.  AS  USED  HEREIN,   THE  TERMS   "OFFSHORE
         TRANSACTION,"  "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN
         TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

                  Each Global Note shall also bear the  following  legend on the
face thereof:

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

         TRANSFERS  OF THIS GLOBAL  SECURITY  SHALL BE LIMITED TO  TRANSFERS  IN
         WHOLE,  BUT NOT IN PART,  TO  NOMINEES  OF CEDE & CO. OR TO A SUCCESSOR
         THEREOF OR SUCH  SUCCESSOR'S  NOMINEE AND TRANSFERS OF PORTIONS OF THIS
         GLOBAL  SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE  WITH
         THE RESTRICTIONS SET FORTH IN SECTION 2.17 OF THE INDENTURE.

     SECTION 2.16. Book-Entry Provisions for Global Security.

                  (a) The Global Notes  initially shall (i) be registered in the
name of the Depository or the nominee of such  Depository,  (ii) be delivered to
the Trustee as custodian for such Depository and (iii) bear legends as set forth
in Section 2.15.

                  Members  of,  or  participants  in,  the  Depository   ("Agent
Members")  shall have no rights under this  Indenture with respect to any Global
Note held on their behalf by the Depository, or the Trustee as its custodian, or
under the Global Notes,  and the Depository  may be treated by the Company,  the
Trustee  and any Agent of the Company or the  Trustee as the  absolute  owner of
such Global Note for all purposes  whatsoever.  Notwithstanding  the  foregoing,
nothing  herein  shall  prevent  the  Company,  the  Trustee or any Agent of the
Company or the Trustee from giving effect to any written certification, proxy or
other  authorization  furnished  by the  Depository  or impair,  as between  the
Depository and its Agent Members, the operation of customary practices governing
the exercise of the rights of a Holder of any Note.
<PAGE>
                  (b)  Transfers  of a Global Note shall be limited to transfers
in whole, but not in part, to the Depository, its successors or their respective
nominees.  Interests of beneficial owners in a Global Note may be transferred or
exchanged for Physical Notes in accordance  with the rules and procedures of the
Depository and the provisions of Section 2.17. In addition, Physical Notes shall
be  transferred  to all  beneficial  owners in  exchange  for  their  beneficial
interests in a Global Note if (i) the Depository notifies the Company that it is
unwilling  or  unable to  continue  as  Depository  for the  Global  Notes and a
successor  depositary  is not  appointed  by the Company  within 90 days of such
notice  or (ii) an Event of  Default  has  occurred  and is  continuing  and the
Registrar has received a written  request from the  Depository to issue Physical
Notes.

                  (c) In  connection  with any transfer or exchange of a portion
of the  beneficial  interest in a Global Note to beneficial  owners  pursuant to
paragraph  (b), the  Registrar  shall (if one or more  Physical  Notes are to be
issued)  reflect  on its  books  and  records  the  date and a  decrease  in the
principal  amount of such Global Note in an amount equal to the principal amount
of the beneficial interest in the Global Note to be transferred, and the Company
shall execute,  the Subsidiary  Guarantors shall execute  Guarantees on, and the
Trustee shall authenticate and deliver, one or more Physical Notes of like tenor
and amount.

                  (d) In  connection  with the transfer of an entire Global Note
to beneficial owners pursuant to paragraph (b), such Global Note shall be deemed
to be  surrendered  to the  Trustee  for  cancellation,  and the  Company  shall
execute,  the Subsidiary  Guarantors shall execute Guarantees on and the Trustee
shall  authenticate  and deliver,  to each  beneficial  owner  identified by the
Depository in exchange for its beneficial  interest in the Global Note, an equal
aggregate principal amount of Physical Notes of authorized denominations.

                  (e) Any  Physical  Note  constituting  a  Restricted  Security
delivered in exchange for an interest in a Global Note pursuant to paragraph (b)
or (c) shall,  except as otherwise  provided by paragraphs  (a)(i)(x) and (c) of
Section 2.17, bear the legend regarding transfer restrictions  applicable to the
Physical Notes set forth in Section 2.15.
<PAGE>
                  (f)  The  Holder  of a  Global  Note  may  grant  proxies  and
otherwise  authorize  any Person,  including  Agent Members and Persons that may
hold  interests  through  Agent  Members,  to take any action  which a Holder is
entitled to take under this Indenture or the Notes.

     SECTION 2.17. Special Transfer Provisions.

     (a) Transfers to Non-QIB  Institutional  Accredited  Investors and Non-U.S.
Persons.  The following  provisions shall apply with respect to the registration
of any proposed  transfer of a Note  constituting  a Restricted  Security to any
Institutional Accredited Investor which is not a QIB or to any Non-U.S. Person:

                  (i) the  Registrar  shall  register  the  transfer of any Note
         constituting a Restricted Security,  whether or not such Note bears the
         Private Placement  Legend,  if (x) the requested  transfer is after the
         second anniversary of the Issue Date (provided,  however,  that neither
         the Company nor any  Affiliate  of the Company has held any  beneficial
         interest in such Note, or portion  thereof,  at any time on or prior to
         the third  anniversary  of the Issue  Date) or (y) (1) in the case of a
         transfer to an  Institutional  Accredited  Investor  which is not a QIB
         (excluding Non-U.S.  Persons), the proposed transferee has delivered to
         the  Registrar  a  certificate  substantially  in the form of Exhibit C
         hereto  or (2) in the case of a  transfer  to a  Non-U.S.  Person,  the
         proposed  transferor  has  delivered  to the  Registrar  a  certificate
         substantially in the form of Exhibit D hereto; and

                 (ii) if the  proposed  transferee  is an Agent  Member  and the
         Notes to be transferred  consist of Physical Notes which after transfer
         are to be evidenced by an interest in the IAI Global Note or Regulation
         S Global Note, as the case may be, upon receipt by the Registrar of (x)
         written  instructions given in accordance with the Depository's and the
         Registrar's  procedures and (y) the  appropriate  certificate,  if any,
         required by clause (y) of  paragraph  (i) above,  the  Registrar  shall
         register the transfer and reflect on its books and records the date and
         an  increase  in  the  principal  amount  of the  IAI  Global  Note  or
         Regulation S Global Note,  as to case may be, in an amount equal to the
         principal  amount of Physical Notes to be transferred,  and the Trustee
         shall cancel the Physical Notes so transferred; and
<PAGE>
                (iii) if the proposed  transferor is an Agent Member  seeking to
         transfer an interest in a Global Note, upon receipt by the Registrar of
         (x) written  instructions given in accordance with the Depository's and
         the Registrar's procedures and (y) the appropriate certificate, if any,
         required by clause (y) of  paragraph  (i) above,  the  Registrar  shall
         register the transfer and reflect on its books and records the date and
         (A) a decrease  in the  principal  amount of the Global Note from which
         such  interests  are  to be  transferred  in an  amount  equal  to  the
         principal  amount of the Notes to be transferred and (B) an increase in
         the principal  amount of the IAI Global Note or the Regulation S Global
         Note, as the case may be, in an amount equal to the principal amount of
         the Notes to be transferred.

     (b) Transfers to QIBs. The following provisions shall apply with respect to
the  registration of any proposed  transfer of a Note  constituting a Restricted
Security to a QIB (excluding transfers to Non-U.S. Persons):

                  (i) the Registrar shall register the transfer if such transfer
         is being made by a proposed transferor who has checked the box provided
         for on the form of Note stating,  or has otherwise  advised the Company
         and the Registrar in writing, that the sale has been made in compliance
         with the  provisions  of Rule 144A to a  transferee  who has signed the
         certification  provided  for  on  the  form  of  Note  stating,  or has
         otherwise advised the Company and the Registrar in writing,  that it is
         purchasing  the Note for its own account or an account  with respect to
         which it exercises sole investment  discretion and that it and any such
         account is a QIB within the meaning of Rule 144A, and is aware that the
         sale to it is being made in reliance on Rule 144A and acknowledges that
         it has  received  such  information  regarding  the  Company  as it has
         requested  pursuant to Rule 144A or has  determined not to request such
         information  and that it is aware that the  transferor  is relying upon
         its  foregoing  representations  in order to claim the  exemption  from
         registration provided by Rule 144A; and

                 (ii) if the proposed  transferee  is an Agent  Member,  and the
         Notes to be transferred  consist of Physical Notes which after transfer
         are to be evidenced  by an interest in a Global  Note,  upon receipt by
         the  Registrar of written  instructions  given in  accordance  with the
         Depository's  and  the  Registrar's  procedures,  the  Registrar  shall
         reflect  on its  books  and  records  the date and an  increase  in the
         principal  amount  of  such  Global  Note  in an  amount  equal  to the
         principal  amount  of the  Physical  Notes to be  transferred,  and the
         Trustee shall cancel the Physical Notes so transferred; and
<PAGE>

                (iii) if the proposed  transferor is an Agent Member  seeking to
         transfer an interest in the IAI Global Note or the  Regulation S Global
         Note,  upon receipt by the Registrar of written  instructions  given in
         accordance with the  Depository's and the Registrar's  procedures,  the
         Registrar  shall  register  the  transfer  and reflect on its books and
         records the date and (A) a decrease in the principal  amount of the IAI
         Global Note or the  Regulation S Global Note, as the case may be, in an
         amount equal to the principal amount of the Notes to be transferred and
         (B) an increase in the  principal  amount of the 144A Global Note in an
         amount equal to the principal amount of the Notes to be transferred.

                  (c)  Restrictions  on Transfer and  Exchange of Global  Notes.
Notwithstanding any other provisions of this Indenture, a Global Note may not be
transferred  as a whole except by the  Depository to a nominee of the Depository
or by a nominee of the  Depository  to the  Depository  or any such nominee to a
successor Depository or a nominee of such successor Depository.

                  (d) Private Placement Legend.  Upon the transfer,  exchange or
replacement  of Notes not bearing the Private  Placement  Legend,  the Registrar
shall  deliver  Notes that do not bear the Private  Placement  Legend.  Upon the
transfer, exchange or replacement of Notes bearing the Private Placement Legend,
the Registrar  shall deliver only Notes that bear the Private  Placement  Legend
unless (i) the requested  transfer is after the second  anniversary of the Issue
Date  (provided,  however,  that  neither the Company nor any  Affiliate  of the
Company has held any beneficial  interest in such Note, or portion  thereof,  at
any time prior to or on the third  anniversary of the Issue Date), or (ii) there
is delivered to the Registrar an Opinion of Counsel  reasonably  satisfactory to
the  Company  and the  Trustee to the effect  that  neither  such legend nor the
related  restrictions  on transfer are required in order to maintain  compliance
with the provisions of the Securities Act.


                  (e) General. By its acceptance of any Note bearing the Private
Placement  Legend,  each Holder of such a Note  acknowledges the restrictions on
transfer of such Note set forth in this  Indenture and in the Private  Placement
Legend and  agrees  that it will  transfer  such Note only as  provided  in this
Indenture.
<PAGE>
                  The Registrar shall retain copies of all letters,  notices and
other written  communications  received pursuant to Section 2.16 or this Section
2.17.  The  Company  shall have the right to inspect and make copies of all such
letters,  notices or other written  communications at any reasonable time during
the  Registrar's  normal  business  hours upon the giving of reasonable  written
notice to the Registrar.

                  (f) Transfers of Notes Held by Affiliates. Any certificate (i)
evidencing  a Note that has been  transferred  to an  Affiliate  of the  Company
within  two years  after the Issue  Date,  as  evidenced  by a  notation  on the
Assignment Form for such transfer or in the  representation  letter delivered in
respect  thereof  or (ii)  evidencing  a Note  that  has been  acquired  from an
Affiliate  (other  than  by  an  Affiliate)  in  a  transaction  or a  chain  of
transactions not involving any public offering, shall, until two years after the
last date on which the Company or any  Affiliate  of the Company was an owner of
such Note, in each case,  bear a legend in  substantially  the form set forth in
Section 2.15 hereof, unless otherwise agreed by the Company (with written notice
thereof to the Trustee).

     SECTION 2.18. Liquidated Damages Under Registration Rights Agreement.

                  Under certain circumstances, the Company shall be obligated to
pay certain liquidated damages to the Holders,  all as set forth in Section 5 of
the Registration  Rights  Agreement.  The terms thereof are hereby  incorporated
herein by reference.


                                  ARTICLE THREE

                                   REDEMPTION


     SECTION 3.01. Notices to Trustee.

                  If the Company  elects to redeem Notes pursuant to Paragraph 6
of the Notes, it shall notify the Trustee and the Paying Agent in writing of the
Redemption Date and the principal amount of the Notes to be redeemed.

                  The  Company  shall  give  each  notice  provided  for in this
Section 3.01 60 days before the Redemption  Date (unless a shorter notice period
shall be satisfactory to the Trustee, as evidenced in a writing signed on behalf
of the  Trustee),  together  with an  Officers'  Certificate  stating  that such
redemption shall comply with the conditions contained herein and in the Notes.

<PAGE>

     SECTION 3.02. Selection of Notes To Be Redeemed.

                  In the  event  that  less  than  all of  the  Notes  are to be
redeemed  at any  time,  selection  of such  Notes,  or  portions  thereof,  for
redemption  will be made by the Trustee in compliance  with the  requirements of
the  principal  national  securities  exchange,  if any,  on which the Notes are
listed or, if the Notes are not then listed on a national  securities  exchange,
on a pro rata basis,  by lot or by such other  method as the Trustee  shall deem
fair and appropriate;  provided, however, that no Notes of a principal amount of
$1,000 or less shall be  redeemed  in part;  and  provided,  further,  that if a
partial redemption is made with the proceeds of an Equity Offering, selection of
the Notes or portions  thereof for redemption  shall be made by the Trustee only
on a pro rata basis or on as nearly a pro rata basis as is practicable  (subject
to the procedures of DTC), unless such method is otherwise prohibited. Notice of
redemption  shall be mailed by first-class mail at least 30 but not more than 60
days  before the  Redemption  Date to each Holder of Notes to be redeemed at its
registered  address.  If any Note is to be redeemed in part only,  the notice of
redemption  that  relates to such Note shall state the portion of the  principal
amount  thereof to be  redeemed.  A new Note in a principal  amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Note. On and after the applicable  Redemption Date,
interest will cease to accrue on Notes or portions thereof called for redemption
as long as the Company has  deposited  with the Paying Agent for the Notes funds
in satisfaction of the applicable Redemption Price.

     SECTION 3.03. Optional Redemption.

                  The Notes will be  redeemable,  at the  Company's  option,  in
whole at any time or in part from time to time, on and after June 1, 2002,  upon
not less  than 30 nor more than 60 days'  notice,  at the  following  Redemption
Prices  (expressed as percentages of the principal  amount  thereof) if redeemed
during  the  twelve-month  period  commencing  on June 1 of the  years set forth
below, plus, in each case,  accrued and unpaid interest,  if any, thereon to the
date of redemption:
<PAGE>
                   Year                                Percentage

                   2002............................     105.000%
                   2003............................     103.333%
                   2004............................     101.667%
                   2005 and thereafter.............     100.000%

                  At any  time,  or from  time to  time,  on or prior to June 1,
2000,  the  Company  may,  at its  option,  use all or a portion of the net cash
proceeds of one or more Equity Offerings (as defined) to redeem up to 35% of the
aggregate  principal amount of the Notes originally issued at a redemption price
equal to 110% of the  aggregate  principal  amount of the Notes to be  redeemed,
plus accrued  interest,  if any,  thereon to the date of  redemption;  provided,
however, that at least 65% of the aggregate principal amount of Notes originally
issued  remains  outstanding   immediately  after  giving  effect  to  any  such
redemption. In order to effect the foregoing redemption with the proceeds of any
Equity  Offering,  the Company shall make such  redemption not more than 60 days
after the consummation of any such Equity Offering.

     SECTION 3.04. Notice of Redemption.

                  At least 30 days but not more than 60 days before a Redemption
Date,  the Company  shall mail or cause to be mailed a notice of  redemption  by
first  class  mail to each  Holder  of Notes to be  redeemed  at its  registered
address,  with a copy to the  Trustee  and any Paying  Agent.  At the  Company's
request,  the Trustee shall give the notice of redemption in the Company's  name
and at the  Company's  expense.  The  Company  shall  provide  such  notices  of
redemption to the Trustee at least five days before the intended mailing date.

                  Each notice of redemption shall identify  (including the CUSIP
number) the Notes to be redeemed and shall state:

     (1) the Redemption Date;

     (2) the Redemption Price and the amount of accrued interest,  if any, to be
paid;

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

     (4) the  subparagraph  of the Notes  pursuant to which such  redemption  is
being made;
<PAGE>
     (5) that Notes  called for  redemption  must be  surrendered  to the Paying
Agent to collect the Redemption Price plus accrued interest, if any;

     (6) that,  unless the Company  defaults in making the  redemption  payment,
interest on Notes or applicable portions thereof called for redemption ceases to
accrue on and after the Redemption  Date,  and the only  remaining  right of the
Holders of such Notes is to receive payment of the Redemption Price plus accrued
interest as of the  Redemption  Date, if any, upon surrender to the Paying Agent
of the Notes redeemed;

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

     (8) if fewer than all the Notes are to be redeemed,  the  identification of
the  particular  Notes  (or  portion  thereof)  to be  redeemed,  as well as the
aggregate  principal amount of Notes to be redeemed and the aggregate  principal
amount of Notes to be outstanding after such partial redemption.

     The  Company  will  comply  with the  requirements  of Rule 14e-1 under the
Exchange Act and any other  securities  laws and  regulations  thereunder to the
extent such laws and  regulations are applicable in connection with the purchase
of Notes.

     SECTION 3.05. Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance  with Section 3.04,  such
notice of redemption shall be irrevocable and Notes called for redemption become
due and payable on the Redemption Date and at the Redemption  Price plus accrued
interest as of such date, if any. Upon surrender to the Trustee or Paying Agent,
such Notes  called for  redemption  shall be paid at the  Redemption  Price plus
accrued  interest  thereon to the Redemption Date, but installments of interest,
the maturity of which is on or prior to the Redemption Date, shall be payable to
Holders of record at the close of business on the relevant record dates referred
to in the Notes. Interest shall accrue on or after the Redemption Date and shall
be payable only if the Company defaults in payment of the Redemption Price.
<PAGE>
     SECTION 3.06. Deposit of Redemption Price.

     On or before the Redemption  Date and in accordance  with Section 2.14, the
Company shall deposit with the Paying Agent U.S. Legal Tender  sufficient to pay
the Redemption Price plus accrued interest,  if any, of all Notes to be redeemed
on that date.  The Paying  Agent shall  promptly  return to the Company any U.S.
Legal Tender so deposited  which is not required for that  purpose,  except with
respect to monies owed as obligations to the Trustee pursuant to Article Seven.

     Unless the Company fails to comply with the preceding paragraph and default
in the payment of such Redemption Price plus accrued interest,  if any, interest
on the Notes to be  redeemed  will  cease to accrue on and after the  applicable
Redemption Date, whether or not such Notes are presented for payment.

     SECTION 3.07. Notes Redeemed in Part.

     Upon  surrender of a Note that is to be redeemed in part, the Trustee shall
authenticate for the Holder a new Note or Notes equal in principal amount to the
unredeemed portion of the Note surrendered.


                                  ARTICLE FOUR

                                    COVENANTS


     SECTION 4.01. Payment of Notes.

                  (a) The Company shall pay the principal of,  premium,  if any,
and  interest on the Notes on the dates and in the manner  provided in the Notes
and in this Indenture.

                  (b) An  installment  of  principal of or interest on the Notes
shall be  considered  paid on the date it is due if the Trustee or Paying  Agent
(other than the Company or any of its Affiliates) holds, prior to 11:00 a.m. New
York City time on that date, U.S. Legal Tender  designated for and sufficient to
pay the  installment in full and is not prohibited from paying such money to the
Holders pursuant to the terms of this Indenture or the Notes.

                  (c) Notwithstanding anything to the contrary contained in this
Indenture,  the Company  may,  to the extent they are  required to do so by law,
deduct or withhold income or other similar taxes imposed by the United States of
America from principal or interest payments hereunder.
<PAGE>
     SECTION 4.02. Maintenance of Office or Agency.

                  The Company shall maintain the office or agency required under
Section 2.03.  The Company shall give prior written notice to the Trustee of the
location,  and any change in the location,  of such office or agency.  If at any
time the Company  shall fail to maintain any such  required  office or agency or
shall fail to furnish the Trustee with the address thereof,  such presentations,
surrenders,  notices  and  demands  may be made or served at the  address of the
Trustee set forth in Section 11.02.

     SECTION 4.03. Corporate Existence.

                  Except as  otherwise  permitted by Article  Five,  the Company
shall do or  cause to be done,  at  their  own  cost  and  expense,  all  things
necessary  to  preserve  and keep in full  force  and  effect  their  respective
corporate  existence  and the  corporate  existence of each of their  Restricted
Subsidiaries in accordance with the respective  organizational documents of each
such  Restricted  Subsidiary and the material rights (charter and statutory) and
franchises  of the  Company  and  each  such  Restricted  Subsidiary;  provided,
however,  that the Company  shall not be required to  preserve,  with respect to
themselves,  any material  right or franchise  and, with respect to any of their
Restricted Subsidiaries, any such existence, material right or franchise, if the
Board of  Directors  of the  Company  shall  determine  in good  faith  that the
preservation  thereof is no longer  desirable  in the conduct of the business of
the Company and their Subsidiaries, taken as a whole.

     SECTION 4.04. Payment of Taxes and Other Claims.

                  The  Company  shall  pay or  discharge  or cause to be paid or
discharged,  before the same shall become  delinquent,  (i) all material  taxes,
assessments  and  governmental  charges  (including  withholding  taxes  and any
penalties,  interest and  additions  to taxes)  levied or imposed upon either of
them or any of their  Subsidiaries  or  properties  of  either of them or any of
their Subsidiaries and (ii) all material lawful claims for labor,  materials and
supplies  that,  if unpaid,  might by law become a Lien upon the property of the
Company or any of their Subsidiaries;  provided, however, that the Company shall
not be required to pay or discharge or cause to be paid or  discharged  any such
tax,  assessment,  charge or claim whose  amount,  applicability  or validity is
being  contested  in good  faith  by  appropriate  negotiations  or  proceedings
properly instituted and diligently conducted for which adequate reserves, to the
extent required under GAAP, have been taken.
<PAGE>
     SECTION 4.05. Maintenance of Properties and Insurance.

                  (a) The Company shall,  and shall cause each of the Restricted
Subsidiaries  to,  maintain all properties  used or useful in the conduct of its
business in good working order and condition (subject to ordinary wear and tear)
and make all necessary repairs, renewals,  replacements,  additions, betterments
and  improvements  thereto  and  actively  conduct  and  carry on its  business;
provided,  however,  that nothing in this Section 4.05 shall prevent the Company
or any of the  Restricted  Subsidiaries  from  discontinuing  the  operation and
maintenance  of any of its  properties,  if  such  discontinuance  is (i) in the
ordinary course of business pursuant to customary  business terms or (ii) in the
good faith  judgment of the  respective  Boards of Directors or other  governing
body of the Company or Restricted  Subsidiary,  as the case may be, desirable in
the conduct of their  respective  businesses and is not  disadvantageous  in any
material respect to the Holders.

                  (b) The Company  shall  provide or cause to be  provided,  for
themselves  and  each  of  the  Restricted  Subsidiaries,  insurance  (including
appropriate  self-insurance)  against  loss or damage of the kinds that,  in the
good faith judgment of the Company, are adequate and appropriate for the conduct
of the  business  of the Company and its  Restricted  Subsidiaries  in a prudent
manner,  with reputable  insurers or with the government of the United States of
America,  Canada or an agency or instrumentality  thereof, in such amounts, with
such deductibles,  and by such methods as shall be customary,  in the good faith
judgment of the Company, for companies similarly situated in the industry.

     SECTION 4.06. Compliance Certificate; Notice of Default.

                  (a) The Company shall deliver to the Trustee,  within 105 days
after the end of their respective fiscal quarters and fiscal years, an Officers'
Certificate of the Company  (provided,  however,  that one of the signatories to
each such  Officers'  Certificate  shall be the  Company's  principal  executive
officer,  principal financial officer or principal  accounting  officer),  as to
such Officers' knowledge,  without independent  investigation,  of the Company's
compliance  with all  conditions  and covenants  under this  Indenture  (without
regard to any period of grace or requirement of notice  provided  hereunder) and
in the event any Default of the Company's  exists,  such Officers  shall specify
the nature of such Default.  Each such Officers'  Certificate  shall also notify
the Trustee  should the Company elect to change the manner in which it fixes its
fiscal year end.
<PAGE>
                  (b)  So   long   as  not   contrary   to  the   then   current
recommendations of the American Institute of Certified Public  Accountants,  the
annual  financial  statements  delivered  pursuant  to  Section  4.08  shall  be
accompanied by a written report of the Company's  independent  certified  public
accountants (who shall be a firm of established national reputation) stating (A)
that  their  audit  examination  has  included  a  review  of the  terms of this
Indenture  and the form of the Notes as they relate to accounting  matters,  and
(B) whether, in connection with their audit examination, any Default or Event of
Default  has come to their  attention  and if such a Default or Event of Default
has come to their  attention,  specifying  the nature  and  period of  existence
thereof; provided, however, that, without any restriction as to the scope of the
audit  examination,  such independent  certified public accountants shall not be
liable by reason of any failure to obtain knowledge of any such Default or Event
of Default  that would not be  disclosed  in the course of an audit  examination
conducted in accordance with generally accepted auditing standards.

                  (c) (i) If any Default or Event of Default has occurred and is
continuing  or (ii) if any Holder  seeks to exercise any remedy  hereunder  with
respect to a claimed  Default  under this  Indenture  or the Notes,  the Company
shall deliver to the Trustee,  at its address set forth in Section 11.02 hereof,
by registered or certified  mail or by facsimile  transmission  followed by hard
copy by registered or certified mail an Officers'  Certificate  specifying  such
event,  notice  or other  action  within 10 days of its  becoming  aware of such
occurrence.

     SECTION 4.07. Compliance with Laws.

                  The  Company  shall  comply,  and  shall  cause  each of their
Subsidiaries to comply, with all applicable statutes, rules, regulations, orders
and restrictions of the United States of America,  all states and municipalities
thereof,  and of any  governmental  department,  commission,  board,  regulatory
authority,  bureau,  agency and instrumentality of the foregoing,  in respect of
the conduct of their respective businesses and the ownership of their respective
properties,  except  for such  noncompliances  as  could  not  singly  or in the
aggregate  reasonably  be  expected  to have a  material  adverse  effect on the
financial condition or results of operations of the Company and its Subsidiaries
taken as a whole.
<PAGE>
     SECTION 4.08. Reports to Holders.

                  The Company will  deliver to the Trustee  within 15 days after
filing  of the same with the  Commission,  copies of the  quarterly  and  annual
reports and of the information,  documents and other reports,  if any, which the
Company is required to file with the Commission  pursuant to Section 13 or 15(d)
of the Exchange Act.  Notwithstanding that the Company may not be subject to the
reporting  requirements  of Section 13 or 15(d) of the Exchange Act, the Company
will file with the Commission,  to the extent permitted, and provide the Trustee
and Holders with such annual reports and such  information,  documents and other
reports specified in Sections 13 and 15(d) of the Exchange Act. The Company will
also comply with the other provisions of Section 314(a) of the TIA.


     SECTION 4.09. Waiver of Stay, Extension or Usury Laws.

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

     SECTION 4.10. Limitation on Restricted Payments.

     The Company  will not,  and will not cause or permit any of its  Restricted
Subsidiaries to, directly or indirectly,

                  (i)  declare  or pay any  dividend  or make  any  distribution
         (other  than  dividends  or  distributions  made to the  Company or any
         Wholly-Owned  Restricted  Subsidiary  and other than any  dividends  or
         distributions  payable solely in Qualified Capital Stock of the Company
         or  warrants,  rights or  options  to  purchase  or  acquire  shares of
         Qualified  Capital  Stock of the Company) on or in respect of shares of
         the  Capital  Stock of the  Company  or any  Restricted  Subsidiary  to
         holders of such Capital Stock;
<PAGE>
                 (ii) purchase,  redeem or otherwise acquire or retire for value
         any Capital  Stock of the Company or any  Restricted  Subsidiary or any
         warrants,  rights or options to purchase or acquire shares of any class
         of such Capital Stock other than through the exchange  therefor  solely
         of  Qualified  Capital  Stock of the  Company  or  warrants,  rights or
         options to purchase or acquire shares of Qualified Capital Stock of the
         Company;

                (iii) make any principal payment on, purchase,  defease, redeem,
         prepay, decrease or otherwise acquire or retire for value, prior to any
         scheduled final maturity, scheduled repayment or scheduled sinking fund
         payment, any Indebtedness of the Company or a Subsidiary Guarantor that
         is  subordinate  or  junior  in right of  payment  to the Notes or such
         Subsidiary Guarantor's Guarantee, as the case may be; or

                 (iv)    make any Investment (other than a Permitted Investment)

(each of the foregoing  actions set forth in clauses (i),  (ii),  (iii) and (iv)
being referred to as a "Restricted Payment"),  if at the time of such Restricted
Payment or immediately after giving effect thereto, (a) a Default or an Event of
Default shall have occurred and be continuing, or (b) the Company is not able to
incur  at  least  $1.00  of  additional   Indebtedness   (other  than  Permitted
Indebtedness)  in compliance  with Section 4.12, or (c) the aggregate  amount of
Restricted Payments (including such proposed Restricted Payment) made subsequent
to the Issue Date (the amount expended for such purposes, if other than in cash,
being the fair market value of such  property as  determined  reasonably  and in
good faith by the Board of Directors of the Company) shall exceed the sum of:

                  (A)  50% of the  cumulative  Consolidated  Net  Income  (or if
         cumulative  Consolidated Net Income shall be a loss, minus 100% of such
         loss) of the  Company  earned  subsequent  to the Issue  Date and on or
         prior to the last  date of the  Company's  fiscal  quarter  immediately
         preceding such Restricted Payment (the "Reference Date") (treating such
         period as a single accounting period); plus
<PAGE>
                  (B) 100% of the aggregate  net cash  proceeds  received by the
         Company  from any Person  (other than a  Restricted  Subsidiary  of the
         Company) from the issuance and sale subsequent to the Issue Date and on
         or  prior  to the  Reference  Date of  Qualified  Capital  Stock of the
         Company, plus

                  (C)  without  duplication  of  any  amounts  included  in  the
         immediately  preceding  subclause  (B),  100% of the aggregate net cash
         proceeds of any equity  contribution  received  by the  Company  from a
         holder of the  Company's  Capital  Stock  (excluding in the case of the
         immediately  preceding  clause (B) and this  clause  (C),  any net cash
         proceeds  from an Equity  Offering  to the  extent  used to redeem  the
         Notes); plus

                  (D) an amount  equal to the net  reduction in  Investments  in
         Unrestricted Subsidiaries resulting from dividends,  interest payments,
         repayments  of loans or advances,  or other  transfers of cash, in each
         case to the Company or to any Restricted Subsidiary of the Company from
         Unrestricted  Subsidiaries (but without  duplication of any such amount
         included  in  calculating  cumulative  Consolidated  Net  Income of the
         Company),  or  from  redesignations  of  Unrestricted  Subsidiaries  as
         Restricted  Subsidiaries  (in each case  valued as  provided in Section
         4.14), not to exceed, in the case of any Unrestricted  Subsidiary,  the
         amount of Investments  previously made by the Company or any Restricted
         Subsidiary in such  Unrestricted  Subsidiary and which was treated as a
         Restricted Payment hereunder; plus

                  (E) without duplication of the immediately preceding subclause
         (D),  an amount  equal to the  lesser of the cost or net cash  proceeds
         received  upon the sale or other  disposition  of any  Investment  made
         after the Issue Date which had been  treated  as a  Restricted  Payment
         (but without  duplication  of any such amount  included in  calculating
         cumulative Consolidated Net Income of the Company).

Notwithstanding the foregoing, the provisions set forth above will not prohibit:

                    (1) The payment of any dividend or redemption payment within
         60  days  after  the  date  of  declaration  of  such  dividend  or the
         applicable  redemption  if the dividend or redemption  payment,  as the
         case may be, would have been permitted on the date of declaration;
<PAGE>
                    (2) If no Default or Event of  Default  shall have  occurred
         and be  continuing,  the  acquisition of any shares of Capital Stock of
         the Company, through the application of net proceeds of a substantially
         concurrent sale for cash (other than to a Restricted  Subsidiary of the
         Company) of shares of Qualified Capital Stock of the Company;

                    (3) If no Default or Event of  Default  shall have  occurred
         and be continuing,  the acquisition of any  Indebtedness of the Company
         or  Subsidiary  Guarantor  that is  subordinate  or  junior in right of
         payment to the Notes or such Subsidiary Guarantor's  Guarantee,  as the
         case may be,  either (a)  solely in  exchange  for shares of  Qualified
         Capital Stock of the Company or warrants, rights or options to purchase
         or acquire  shares of Qualified  Capital  Stock of the Company,  or (b)
         through the application of net proceeds of a  substantially  concurrent
         sale for cash (other than to a Restricted Subsidiary of the Company) of
         (i)  shares  of  Qualified   Capital  Stock  of  the  Company  or  (ii)
         Refinancing Indebtedness;

                    (4) If no Default or Event of  Default  shall have  occurred
         and be  continuing,  the  redemption of the TCW Preferred  Stock to the
         extent  required  pursuant  to the  terms  thereof  as a result  of the
         Company not having  received at least $15 million of net cash  proceeds
         from the issuance and sale by the Company of Common Stock; and

                    (5) If no Default or Event of  Default  shall have  occurred
         and be continuing, the payment of dividends on the TCW Preferred Stock;
         and

                    (6) The  initial designation of Hunter Butcher International
 Limited Liability Company as an Unrestricted Subsidiary.

                  In  determining  the aggregate  amount of Restricted  Payments
made  subsequent to the Issue Date in accordance with clause (c) of this Section
4.10,  amounts expended  pursuant to clauses (1), (2), (4), (5) and (6) shall be
included in such calculation.
<PAGE>
 SECTION 4.11.   Limitation  on  Transactions with Affiliates.

                  (i) The Company  will not, and will not cause or permit any of
its Restricted  Subsidiaries  to, directly or indirectly,  enter into,  amend or
permit  or suffer to exist any  transaction  or series of  related  transactions
(including,  without  limitation,  the purchase,  sale, lease or exchange of any
property,  the guaranteeing of any Indebtedness or the rendering of any service)
with  or for  the  benefit  of any  of  their  respective  Affiliates  (each  an
"Affiliate Transaction"),  other than (a) Affiliate Transactions permitted under
paragraph (ii) of this Section 4.11 and (b) Affiliate  Transactions  that are on
terms that are fair and reasonable to the Company or the  applicable  Restricted
Subsidiary and are no less favorable to the Company or the applicable Restricted
Subsidiary  than those that might  reasonably have been obtained in a comparable
transaction at such time on an  arm's-length  basis from a Person that is not an
Affiliate  of  the  Company  or  such  Restricted   Subsidiary.   All  Affiliate
Transactions  (and  each  series of  related  Affiliate  Transactions  which are
similar or part of a common plan) involving aggregate payments or other property
with a fair market value in excess of $1,000,000  shall be approved by the Board
of Directors of the Company, such approval to be evidenced by a Board Resolution
stating  that such  Board of  Directors  has  determined  that such  transaction
complies  with  the  foregoing  provisions.  If the  Company  or any  Restricted
Subsidiary  enters  into  an  Affiliate  Transaction  (or a  series  of  related
Affiliate Transactions related to a common plan) that involves an aggregate fair
market  value  of  more  than  $10,000,000,  the  Company  shall,  prior  to the
consummation  thereof,  obtain a  favorable  opinion as to the  fairness of such
transaction  or series of related  transactions  to the Company or the  relevant
Restricted Subsidiary,  as the case may be, from a financial point of view, from
an Independent Advisor and file the same with the Trustee.

                  (ii) The  restrictions set forth in clause (i) shall not apply
to (a) reasonable fees and compensation paid to and indemnity provided on behalf
of,  officers,  directors,  employees  or  consultants  of  the  Company  or any
Restricted  Subsidiary  as determined in good faith by the Board of Directors or
senior management of the Company or such Restricted Subsidiary,  as the case may
be; (b)  transactions  exclusively  between or among the  Company and any of its
Restricted   Subsidiaries  or  exclusively  between  or  among  such  Restricted
Subsidiaries;  provided,  however,  that  such  transactions  are not  otherwise
prohibited hereunder; and (c) Restricted Payments permitted hereunder.
<PAGE>
  SECTION 4.12.  Limitation  on  Incurrence of Additional Indebtedness.

                  Other than Permitted  Indebtedness,  the Company will not, and
will not cause or permit any of its  Restricted  Subsidiaries  to,  directly  or
indirectly,   create,  incur,  assume,   guarantee,   acquire,   become  liable,
contingently or otherwise,  with respect to, or otherwise become responsible for
payment  of  (collectively,   "incur")  any  Indebtedness  (including,   without
limitation,  Acquired  Indebtedness);  provided,  however, that if no Default or
Event of Default  shall have  occurred and be  continuing at the time of or as a
consequence  of the  incurrence  of any such  Indebtedness,  the Company and the
Restricted Subsidiaries or any of them may incur Indebtedness,  in each case, if
on the date of the  incurrence  of such  Indebtedness,  after  giving  pro forma
effect to the incurrence thereof and the receipt and application of the proceeds
therefrom,  both (a) the Company's Consolidated EBITDA Coverage Ratio would have
been greater than 2.25 to 1.0 if such proposed incurrence is on or prior to June
30,  1998  and at  least  equal  to 2.5 to 1.0 if such  proposed  incurrence  is
thereafter and (b) the Company's  Adjusted  Consolidated Net Tangible Assets are
equal to or greater than 150% of the aggregate consolidated  Indebtedness of the
Company and its Restricted Subsidiaries.

                  For  purposes  of  determining   any   particular   amount  of
Indebtedness  under this Section  4.12,  guarantees  of  Indebtedness  otherwise
included in the determination of such amount shall not also be included.

                  Indebtedness  of a Person  existing  at the time  such  Person
becomes a Restricted Subsidiary (whether by merger,  consolidation,  acquisition
of Capital  Stock or  otherwise)  or is merged  with or into the  Company or any
Restricted  Subsidiary or which is secured by a Lien on an asset acquired by the
Company or a Restricted  Subsidiary (whether or not such Indebtedness is assumed
by the acquiring Person) shall be deemed incurred at the time the Person becomes
a Restricted Subsidiary or at the time of the asset acquisition, as the case may
be.

                  The  Company  will not,  and will not  permit  any  Subsidiary
Guarantor to, incur any Indebtedness  which by its terms (or by the terms of any
agreement  governing such  Indebtedness)  is subordinated in right of payment to
any  Indebtedness of the Company or such Subsidiary  Guarantor,  as the case may
be, other than the Notes and the Guarantees  unless such Indebtedness is also by
its terms (or by the terms of any agreement  governing such  Indebtedness)  made
expressly  subordinate in right of payment to the Notes or the Guarantee of such
Subsidiary Guarantor,  as the case may be, pursuant to subordination  provisions
that  are  substantially  identical  to the  subordination  provisions  of  such
Indebtedness  (or  agreement)  that are most  favorable  to the  holders of such
Indebtedness of the Company or such Subsidiary Guarantor, as the case may be.
<PAGE>
     SECTION  4.13.  Limitation  on  Dividend  and  Other  Payment  Restrictions
Affecting Restricted Subsidiaries.

                  The Company  will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit  to exist or become  effective  any  encumbrance  or  restriction  on the
ability of any  Restricted  Subsidiary  to: (a) pay  dividends or make any other
distributions on or in respect of its Capital Stock; (b) make loans or advances,
or pay any  Indebtedness or other  obligation  owed, to the Company or any other
Restricted Subsidiary; (c) guarantee any Indebtedness or any other obligation of
the Company or any Restricted Subsidiary; or (d) transfer any of its property or
assets to the Company or any other Restricted  Subsidiary (each such encumbrance
or  restriction,  a  "Payment  Restriction"),  except for such  encumbrances  or
restrictions  existing  under or by reason  of:  (1)  applicable  law;  (2) this
Indenture;   (3)  the  Senior  Credit  Facility;  (4)  customary  non-assignment
provisions  of any contract or any lease  governing a leasehold  interest of any
Restricted Subsidiary; (5) any instrument governing Acquired Indebtedness, which
encumbrance or restriction is not applicable to such Restricted  Subsidiary,  or
the properties or assets of such Restricted Subsidiary, other than the Person or
the property or assets of the Person so acquired; (6) agreements existing on the
Issue Date to the extent and in the manner such  agreements are in effect on the
Issue Date; (7) customary  restrictions with respect to a Restricted  Subsidiary
of the Company  pursuant to an agreement that has been entered into for the sale
or  disposition of Capital Stock or assets of such  Restricted  Subsidiary to be
consummated in accordance with the terms of this Indenture  solely in respect of
the  assets or  Capital  Stock to be sold or  disposed  of;  (8) any  instrument
governing a Permitted Lien, to the extent and only to the extent such instrument
restricts the transfer or other  disposition of assets subject to such Permitted
Lien;  or  (9) an  agreement  governing  Refinancing  Indebtedness  incurred  to
Refinance the Indebtedness issued,  assumed or incurred pursuant to an agreement
referred to in clause (2), (3), (5) or (6) above;  provided,  however,  that the
provisions  relating to such  encumbrance or  restriction  contained in any such
Refinancing  Indebtedness  are no less  favorable to the Holders in any material
respect  as  determined  by the  Board  of  Directors  of the  Company  in their
reasonable  and  good  faith  judgment  than  the  provisions  relating  to such
encumbrance or restriction  contained in the applicable agreement referred to in
such clause (2), (3), (5), or (6).
<PAGE>
     SECTION 4.14. Limitation on Restricted and Unrestricted Subsidiaries.

                  The Board of  Directors  of the Company  may, if no Default or
Event of Default shall have occurred and be continuing or would arise therefrom,
designate an Unrestricted  Subsidiary to be a Restricted  Subsidiary;  provided,
however,  that (i) any such redesignation shall be deemed to be an incurrence as
of the date of such redesignation by the Company and its Restricted Subsidiaries
of the  Indebtedness  (if any) of such  redesignated  Subsidiary for purposes of
Section  4.12,  (ii)  unless  such  redesignated  Subsidiary  shall not have any
Indebtedness  outstanding,  other than  Indebtedness  which  would be  Permitted
Indebtedness, no such designation shall be permitted if immediately after giving
effect  to  such  redesignation  and  the  incurrence  of  any  such  additional
Indebtedness the Company could not incur $1.00 of additional Indebtedness (other
than Permitted  Indebtedness) pursuant to Section 4.12 and (iii) such Subsidiary
assumes by execution of a  supplemental  indenture all of the  obligations  of a
Subsidiary Guarantor under a Guarantee.

                  The Board of  Directors of the Company also may, if no Default
or Event of  Default  shall  have  occurred  and be  continuing  or would  arise
therefrom,  designate any Restricted Subsidiary to be an Unrestricted Subsidiary
if (i) such  designation is at that time  permitted  under Section 4.10 and (ii)
immediately  after giving  effect to such  designation,  the Company could incur
$1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to
Section 4.12. Any such  designation by the Board of Directors shall be evidenced
to the  Trustee  by the  filing  with the  Trustee  of a  certified  copy of the
resolution  of the  Board of  Directors  giving  effect to such  designation  or
redesignation and an Officers'  Certificate  certifying that such designation or
redesignation  complied  with the  foregoing  conditions  and  setting  forth in
reasonable detail the underlying calculations.  In the event that any Restricted
Subsidiary  is  designated an  Unrestricted  Subsidiary in accordance  with this
Section 4.14, such Restricted Subsidiary's Guarantee will be released.
<PAGE>
                  For purposes of Section  4.10,  (i) an  "Investment"  shall be
deemed to have been made at the time any Restricted  Subsidiary is designated as
an Unrestricted  Subsidiary in an amount  (proportionate to the Company's equity
interest  in  such  Subsidiary)  equal  to the  net  worth  of  such  Restricted
Subsidiary  at the time that such  Restricted  Subsidiary  is  designated  as an
Unrestricted Subsidiary; (ii) at any date the aggregate amount of all Restricted
Payments made as  Investments  since the Issue Date shall exclude and be reduced
by an amount (proportionate to the Company's equity interest in such Subsidiary)
equal to the net  worth of any  Unrestricted  Subsidiary  at the time  that such
Unrestricted Subsidiary is designated a Restricted Subsidiary, not to exceed, in
the case of any such redesignation of an Unrestricted Subsidiary as a Restricted
Subsidiary,  the amount of  Investments  previously  made by the Company and its
Restricted  Subsidiaries in such  Unrestricted  Subsidiary (in each case (i) and
(ii) "net worth" to be calculated based upon the fair market value of the assets
of such Subsidiary as of any such date of  designation);  and (iii) any property
transferred to or from an  Unrestricted  Subsidiary  shall be valued at its fair
market value at the time of such transfer.

                  Notwithstanding the foregoing,  the Board of Directors may not
designate any  Subsidiary of the Company to be an  Unrestricted  Subsidiary  if,
after  such  designation,  (a) the  Company  or any  Restricted  Subsidiary  (i)
provides  credit  support  for,  or a  guarantee  of, any  Indebtedness  of such
Subsidiary  (including any undertaking,  agreement or instrument evidencing such
Indebtedness)  or (ii) is directly or indirectly  liable for any Indebtedness of
such  Subsidiary  or (b) such  Subsidiary  owns any Capital Stock of, or owns or
holds any Lien on any  property  of, any  Restricted  Subsidiary  which is not a
Subsidiary of the Subsidiary to be so designated.

                  Subsidiaries  of the Company  that are not  designated  by the
Board of Directors as Restricted or Unrestricted  Subsidiaries will be deemed to
be Restricted Subsidiaries. Notwithstanding any provisions of this Section 4.14,
all   Subsidiaries   of  an   Unrestricted   Subsidiary   will  be  Unrestricted
Subsidiaries.

     SECTION  4.15.  Change of Control.  

                 (a) Upon the  occurrence   of a Change of Control,  each Holder
will have the right to require  that the Company  purchase  all or  a portion of
such  Holder's  Notes  pursuant  to  the   offer described below (the "Change of
Control  Offer"),  at  a purchase  price equal to 101% of the  principal  amount
thereof  plus accrued interest, if any, thereon to the date of purchase.
<PAGE>
                  (b) Within 30 days following the date upon which the Change of
Control  occurred,  the Company must send, by first class mail, a notice to each
Holder at such Holder's  last  registered  address,  with a copy to the Trustee,
which notice shall govern the terms of the Change of Control  Offer.  The notice
to the Holders shall contain all instructions and materials  necessary to enable
such  Holders to tender  Notes  pursuant  to the Change of Control  Offer.  Such
notice shall state:

                  (i) that the Change of Control Offer is being made pursuant to
         this Section 4.15,  that all Notes  tendered and not withdrawn  will be
         accepted for payment and that the Change of Control  Offer shall remain
         open for a period of 20 Business  Days or such longer  period as may be
         required by law;

                 (ii) the  purchase  price  (including  the  amount  of  accrued
         interest) and the purchase date (which shall be no earlier than 30 days
         nor later than 45 days from the date such notice is mailed,  other than
         as may be required by law) (the "Change of Control Payment Date");

                (iii)  that  any  Note  not tendered  will  continue  to  accrue
         interest;

                 (iv)  that,  unless  the  Company  defaults  in making  payment
         therefor,  any Note  accepted  for  payment  pursuant  to the Change of
         Control  Offer  shall  cease to accrue  interest  after  the  Change of
         Control Payment Date;
<PAGE>
                  (v) that Holders electing to have a Note purchased pursuant to
         a Change of Control Offer will be required to surrender the Note,  with
         the form entitled  "Option of Holder to Elect  Purchase" on the reverse
         of the Note completed,  to the Paying Agent at the address specified in
         the notice  prior to the close of  business on the third  Business  Day
         prior to the Change of Control Payment Date;

                 (vi) that Holders will be entitled to withdraw  their  election
         if the Paying Agent  receives,  not later than the second  Business Day
         prior to the  Change  of  Control  Payment  Date,  a  telegram,  telex,
         facsimile  transmission or letter setting forth the name of the Holder,
         the principal amount of the Notes the Holder delivered for purchase and
         a statement that such Holder is  withdrawing  his election to have such
         Notes purchased;

                (vii) that Holders whose Notes are  purchased  only in part will
         be issued  new Notes in a  principal  amount  equal to the  unpurchased
         portion of the Notes  surrendered;  provided,  however,  that each Note
         purchased  and each new Note issued  shall be in an original  principal
         amount of $1,000 or integral multiples thereof; and

               (viii) the circumstances and relevant facts regarding such Change
         of Control.

                  On or before the Change of Control  Payment Date, the Commpany
shall (i) accept for payment Notes or portions thereof tendered  pursuant to the
Change of Control Offer,  (ii) deposit with the Paying Agent in accordance  with
Section 2.14 U.S. Legal Tender sufficient to pay the purchase price plus accrued
interest,  if any,  of all Notes so  tendered  and (iii)  deliver to the Trustee
Notes so accepted  together with an Officers'  Certificate  stating the Notes or
portions  thereof  being  purchased by the  Company.  Upon receipt by the Paying
Agent of the monies  specified in clause (ii) above and a copy of the  Officers'
Certificate  specified in clause (iii)  above,  the Paying Agent shall  promptly
mail to the  Holders  of Notes so  accepted  payment  in an amount  equal to the
purchase  price plus accrued  interest,  if any, and the Trustee shall  promptly
authenticate and mail to such Holders new Notes equal in principal amount to any
unpurchased portion of the Notes surrendered. Any Notes not so accepted shall be
promptly  mailed by the  Company to the Holder  thereof.  For  purposes  of this
Section 4.15, the Trustee shall act as the Paying Agent.

                  Neither the Board of  Directors of the Company nor the Trustee
may  waive  the  provisions  of this  Section  4.15  relating  to the  Company's
obligation to make a Change of Control Offer.

                  The Company  will comply with the  requirements  of Rule 14e-1
under the Exchange Act and any other securities laws and regulations  thereunder
to the extent such laws and  regulations  are applicable in connection  with the
repurchase of Notes  pursuant to a Change of Control  Offer.  To the extent that
the  provisions  of  any  securities  laws  or  regulations  conflict  with  the
provisions  of this Section 4.15,  the Company shall comply with the  applicable
securities  laws and  regulations and shall not be deemed to have breached their
obligations under the provisions of this Section 4.15 by virtue thereof.
<PAGE>
     SECTION 4.16. Limitation on Asset Sales.

                  (a) The Company  will not, and will not cause or permit any of
its Restricted Subsidiaries to, consummate an Asset Sale unless:

                  (i) the Company or the applicable  Restricted  Subsidiary,  as
         the case may be, receives  consideration at the time of such Asset Sale
         at least equal to the fair market value of the assets sold or otherwise
         disposed  of (as  determined  in good faith by the  Company's  Board of
         Directors or senior management of the Company);

                 (ii) at least 85% of the consideration  received by the Company
         or the Restricted Subsidiary,  as the case may be, from such Asset Sale
         shall be in the form of cash or Cash Equivalents and is received at the
         time of such disposition; and

                (iii) upon the  consummation of an Asset Sale, the Company shall
         apply,  or cause  such  Restricted  Subsidiary  to apply,  the Net Cash
         Proceeds relating to such Asset Sale within 270 days of receipt thereof
         either (a) to repay or prepay Indebtedness outstanding under the Senior
         Credit Facility,  including,  without limitation, a permanent reduction
         in the related  commitment,  (b) to repay or prepay any Indebtedness of
         the Company that is secured by a Lien permitted to be incurred pursuant
         to Section 4.18, (c) to make an investment in properties or assets that
         replace  the  properties  or assets that were the subject of such Asset
         Sale or in  properties  or assets that will be used in the  business of
         the Company and its  Restricted  Subsidiaries  as existing on the Issue
         Date  or  in  businesses   reasonably  related  thereto   ("Replacement
         Assets"),  (d) to an  investment  in Crude Oil and  Natural Gas Related
         Assets or (e) a combination of prepayment  and investment  permitted by
         the foregoing clauses (iii)(a) through (iii)(d). On the 271st day after
         an Asset Sale or such earlier  date,  if any, as the Board of Directors
         of the Company  determines not to apply the Net Cash Proceeds  relating
         to such Asset Sale as set forth in clauses (iii)(a) through (iii)(d) of
         the next preceding sentence (each a "Net Proceeds Offer Trigger Date"),
         such aggregate  amount of Net Cash Proceeds which have been received by
         the  Company  or such  Restricted  Subsidiary  but which  have not been
         applied on or before such Net Proceeds  Offer Trigger Date as permitted
         in clauses  (iii)(a)  through  (iii)(d) of the next preceding  sentence
         (each a "Net Proceeds Offer Amount") shall be applied by the Company or
<PAGE>        
         such  Restricted  Subsidiary,  as the case may be,  to make an offer to
         purchase (a "Net Proceeds  Offer") on a date (the "Net  Proceeds  Offer
         Payment  Date")  not less than 30 nor more than 45 days  following  the
         applicable Net Proceeds  Offer Trigger Date,  from all Holders on a pro
         rata basis,  that principal  amount of Notes  purchasable  with the Net
         Proceeds Offer Amount at a price equal to 100% of the principal  amount
         of the Notes to be purchased, plus accrued and unpaid interest, if any,
         thereon to the date of purchase; provided, however, that if at any time
         any non-cash  consideration  received by the Company or any  Restricted
         Subsidiary,  as the case may be, in  connection  with any Asset Sale is
         converted  into or sold or  otherwise  disposed of for cash (other than
         interest  received  with respect to any such  non-cash  consideration),
         then such  conversion or  disposition  shall be deemed to constitute an
         Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied
         in  accordance  with this Section  4.16.  The Company may defer the Net
         Proceeds  Offer until there is an  aggregate  unutilized  Net  Proceeds
         Offer Amount equal to or in excess of $5,000,000  resulting from one or
         more Asset Sales (at which time,  the entire  unutilized  Net  Proceeds
         Offer Amount, and not just the amount in excess of $5,000,000, shall be
         applied as required pursuant to this paragraph).

                  In the event of the  transfer  of  substantially  all (but not
all) of the property and assets of the Company and its  Restricted  Subsidiaries
as an entirety to a Person in a transaction  permitted  under Section 5.01,  the
successor  corporation shall be deemed to have sold the properties and assets of
the Company and its Restricted  Subsidiaries  not so transferred for purposes of
this Section  4.16,  and shall comply with the  provisions  of this Section 4.16
with respect to such deemed sale as if it were an Asset Sale.  In addition,  the
fair market value of such properties and assets of the Company or its Restricted
Subsidiaries  deemed  to be sold  shall be deemed  to be Net Cash  Proceeds  for
purposes of this Section 4.16.

                  Notwithstanding the two immediately preceding paragraphs,  the
Company and its Restricted Subsidiaries will be permitted to consummate an Asset
Sale without  complying with such paragraphs to the extent (a) the consideration
for such Asset Sale constitutes  Replacement Assets and/or Crude Oil and Natural
Gas Related  Assets and (b) such Asset Sale is for fair market value;  provided,
however,  that any consideration not constituting  Replacement  Assets and Crude
Oil and  Natural  Gas  Related  Assets  received  by the  Company  or any of its
Restricted  Subsidiaries  in  connection  with any Asset  Sale  permitted  to be
consummated  under this paragraph shall  constitute Net Cash Proceeds subject to
the provisions of the two immediately preceding paragraphs.
<PAGE>
                  (b)  Subject  to  the  deferral  of  the  Net  Proceeds  Offer
contained in clause (a)(iii) above, each notice of a Net Proceeds Offer pursuant
to this  Section  4.16  shall be mailed or caused to be mailed,  by first  class
mail, by the Company not more than 30 days after the Net Proceeds  Offer Trigger
Date to all  Holders  at their  last  registered  addresses,  with a copy to the
Trustee.  The notice shall contain all instructions  and materials  necessary to
enable such Holders to tender Notes pursuant to the Net Proceeds Offer and shall
state the following terms:

                  (i) that the Net  Proceeds  Offer is being  made  pursuant  to
         Section  4.16,  that all Notes  tendered  will be accepted for payment;
         provided,  however,  that if the  aggregate  principal  amount of Notes
         tendered  in  a  Net  Proceeds  Offer  plus  accrued  interest  at  the
         expiration  of such  offer  exceeds  the  aggregate  amount  of the Net
         Proceeds Offer, the Company shall select the Notes to be purchased on a
         pro rata basis (with such  adjustments as may be deemed  appropriate by
         the Company so that only Notes in  denominations of $1,000 or multiples
         thereof  shall be  purchased)  and that the Net  Proceeds  Offer  shall
         remain open for a period of 20 Business  Days or such longer  period as
         may be required by law;

                 (ii) the  purchase  price  (including  the  amount  of  accrued
         interest)  and the Net Proceeds  Offer Payment Date (which shall be not
         less  than 30 nor  more  than  45 days  following  the  applicable  Net
         Proceeds  Offer  Trigger Date and which shall be at least five business
         days after the Trustee receives notice thereof from the Company);

                (iii) that any Note not tendered will continue to accrue 
         interest;

                 (iv)  that,  unless  the  Company  defaults  in making  payment
         therefor,  any Note  accepted for payment  pursuant to the Net Proceeds
         Offer  shall  cease to accrue  interest  after the Net  Proceeds  Offer
         Payment Date;

                  (v) that Holders electing to have a Note purchased pursuant to
         a Net Proceeds  Offer will be required to surrender the Note,  with the
         form  entitled  "Option of Holder to Elect  Purchase" on the reverse of
         the Note completed, to the Paying Agent at the address specified in the
         notice  prior to the close of business on the third  Business Day prior
         to the Net Proceeds Offer Payment Date;
<PAGE>
                 (vi) that Holders will be entitled to withdraw  their  election
         if the Paying Agent  receives,  not later than the second  Business Day
         prior to the Net  Proceeds  Offer  Payment  Date,  a  telegram,  telex,
         facsimile  transmission or letter setting forth the name of the Holder,
         the principal amount of the Notes the Holder delivered for purchase and
         a statement that such Holder is  withdrawing  his election to have such
         Note purchased; and

                (vii) that Holders whose Notes are  purchased  only in part will
         be issued  new Notes in a  principal  amount  equal to the  unpurchased
         portion of the Notes  surrendered;  provided,  however,  that each Note
         purchased  and each new Note issued  shall be in an original  principal
         amount of $1,000 or integral multiples thereof;

                  On or before the Net Proceeds  Offer Payment Date, the Company
shall (i) accept for payment Notes or portions thereof tendered  pursuant to the
Net  Proceeds  Offer which are to be purchased  in  accordance  with item (b)(i)
above,  (ii) deposit with the Paying Agent in accordance  with Section 2.14 U.S.
Legal Tender sufficient to pay the purchase price plus accrued interest, if any,
of all Notes to be purchased  and (iii) deliver to the Trustee Notes so accepted
together  with an Officers'  Certificate  stating the Notes or portions  thereof
being  purchased by the Company.  The Paying  Agent shall  promptly  mail to the
Holders of Notes so accepted  payment in an amount equal to the  purchase  price
plus accrued  interest,  if any. For purposes of this Section 4.16,  the Trustee
shall act as the Paying Agent.

                  The Company  will comply with the  requirements  of Rule 14e-1
under the Exchange Act and any other securities laws and regulations  thereunder
to the extent such laws and  regulations  are applicable in connection  with the
repurchase  of Notes  pursuant to a Net Proceeds  Offer.  To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
this Section 4.16, the Company shall comply with the applicable  securities laws
and regulations and shall not be deemed to have breached their obligations under
the provisions of this Section 4.16 by virtue thereof.
<PAGE>
     SECTION 4.17. Limitation on Preferred Stock of Restricted Subsidiaries.

                  The  Company  will not cause or permit  any of its  Restricted
Subsidiaries  to issue any  Preferred  Stock  (other than to the Company or to a
Wholly Owned Restricted Subsidiary) or permit any Person (other than the Company
or a Wholly  Owned  Restricted  Subsidiary)  to own any  Preferred  Stock of any
Restricted Subsidiary.

     SECTION 4.18. Limitation on Liens.

                  Other than Permitted Liens, the Company will not, and will not
cause or permit any of its Restricted  Subsidiaries  to, directly or indirectly,
create, incur, assume or permit or suffer to exist any Liens of any kind against
or  upon  any  property  or  assets  of the  Company  or  any of its  Restricted
Subsidiaries  (whether owned on the Issue Date or acquired after the Issue Date)
or any proceeds  therefrom,  or assign or otherwise  convey any right to receive
income  or  profits   therefrom  unless  (a)  in  the  case  of  Liens  securing
Indebtedness that is expressly  subordinate or junior in right of payment to the
Notes or any  Guarantee,  the Notes or such  Guarantee,  as the case may be, are
secured  by a Lien on such  property,  assets  or  proceeds  that is  senior  in
priority  to such  Liens at least to the same  extent as the Notes are senior in
priority  to such  Indebtedness  and (b) in all other  cases,  the Notes and the
Guarantees are equally and ratably secured.

     SECTION 4.19. Limitation on Conduct of Business.

                  The  Company  will  not,  and  will  not  permit  any  of  its
Restricted Subsidiaries to, engage in the conduct of any business other than the
Crude Oil and Natural Gas Business.

     SECTION 4.20. Additional Subsidiary Guarantees.

                  If the Company or any of its Restricted Subsidiaries transfers
or  causes  to be  transferred,  in  one  transaction  or a  series  of  related
transactions, any property to any Restricted Subsidiary that is not a Subsidiary
Guarantor,  or if  the  Company  or any of  its  Restricted  Subsidiaries  shall
organize,  acquire  or  otherwise  invest in or hold an  Investment  in  another
Restricted  Subsidiary  that causes the total  consolidated  assets owned by all
Restricted  Subsidiaries  that are not  Subsidiary  Guarantors  to exceed in the
aggregate 1% of the total consolidated  assets of the Company,  then the Company
shall cause one or more of such  transferees  or  acquired  or other  Restricted
<PAGE>
Subsidiaries to become  Subsidiary  Guarantors to the extent  necessary to cause
the total consolidated assets owned by all Restricted  Subsidiaries that are not
Subsidiary   Guarantors  not  to  exceed  in  the  aggregate  1%  of  the  total
consolidated assets of the Company. If required to become a Subsidiary Guarantor
pursuant to the immediately  preceding sentence,  such transferee or acquired or
other  Restricted  Subsidiary  shall (a)  execute  and  deliver to the Trustee a
supplemental  indenture in form reasonably  satisfactory to the Trustee pursuant
to which such Restricted Subsidiary shall  unconditionally  guarantee all of the
Company's  obligations under the Notes and this Indenture on the terms set forth
in this  Indenture and (b) deliver to the Trustee an Opinion of Counsel  stating
that  such  supplemental  indenture  has  been  duly  authorized,  executed  and
delivered by such Restricted  Subsidiary and constitutes a legal, valid, binding
and  enforceable  obligation of such  Restricted  Subsidiary.  Thereafter,  such
Restricted  Subsidiary  shall be a Subsidiary  Guarantor for all purposes of the
Indenture.


                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION


     SECTION 5.01. Merger, Consolidation and Sale of Assets.

                  The  Company  will not, in a single  transaction  or series of
related  transactions,  consolidate  or merge with or into any Person,  or sell,
assign, transfer,  lease, convey or otherwise dispose of (or cause or permit any
Restricted  Subsidiary to sell,  assign,  transfer,  lease,  convey or otherwise
dispose of) all or substantially  all of the Company's  assets  (determined on a
consolidated basis for the Company and its Restricted Subsidiaries),  whether as
an entirety or substantially as an entirety to any Person unless: (a) either (i)
the Company shall be the surviving or continuing  corporation or (ii) the Person
(if other  than the  Company)  formed by such  consolidation  or into  which the
Company is merged or the Person which  acquires by sale,  assignment,  transfer,
lease,  conveyance or other disposition the properties and assets of the Company
and its Restricted  Subsidiaries  substantially  as an entirety (the  "Surviving
Entity") (x) shall be a  corporation  organized and validly  existing  under the
laws of the United  States or any state  thereof or the District of Columbia and
<PAGE>
(y) shall expressly  assume,  by  supplemental  indenture (in form and substance
satisfactory to the Trustee), executed and delivered to the Trustee, the due and
punctual  payment of the principal of,  premium,  if any, and interest on all of
the Notes and the performance of every covenant of the Notes, this Indenture and
the Registration  Rights Agreement on the part of the Company to be performed or
observed;  (b)  immediately  after  giving  effect to such  transaction  and the
assumption  contemplated by clause  (a)(ii)(y) above (including giving effect to
any Indebtedness incurred or anticipated to be incurred in connection with or in
respect of such transaction),  the Company or such Surviving Entity, as the case
may be, (i) shall have a  Consolidated  Net Worth  equal to or greater  than the
Consolidated Net Worth of the Company  immediately prior to such transaction and
(ii) shall be able to incur at least  $1.00 of  additional  Indebtedness  (other
than Permitted  Indebtedness)  pursuant to Section 4.12 hereof;  (c) immediately
before  and  immediately  after  giving  effect  to  such  transaction  and  the
assumption   contemplated  by  clause  (a)(ii)(y)  above   (including,   without
limitation,  giving effect to any  Indebtedness  incurred or  anticipated  to be
incurred  and  any  Lien  granted  in  connection  with  or in  respect  of  the
transaction),  no  Default  or  Event  of  Default  shall  have  occurred  or be
continuing;  and (d) the Company or the  Surviving  Entity,  as the case may be,
shall have delivered to the Trustee an officers'  certificate  and an opinion of
counsel,  each  stating  that  such  consolidation,  merger,  sale,  assignment,
transfer,  lease,  conveyance  or  other  disposition  and,  if  a  supplemental
indenture is required in connection  with such  transaction,  such  supplemental
indenture comply with the applicable  provisions  hereof and that all conditions
precedent in this Indenture  relating to such  transaction  have been satisfied;
provided,  however,  that such  counsel  may rely,  as to matters of fact,  on a
certificate or certificates of officers of the Company.

                  For  purposes  of  the  foregoing,  the  transfer  (by  lease,
assignment,   sale  or  otherwise,   in  a  single   transaction  or  series  of
transactions) of all or substantially  all of the properties or assets of one or
more  Restricted  Subsidiaries  the Capital  Stock of which  constitutes  all or
substantially  all of the properties and assets of the Company,  shall be deemed
to be the transfer of all or  substantially  all of the properties and assets of
the Company.

                  Each Subsidiary Guarantor (other than any Subsidiary Guarantor
whose  Guarantee is to be released in accordance with the terms of the Guarantee
and this  Indenture  in  connection  with  any  transaction  complying  with the
provisions  of the  Indenture  described  under  Article Five) will not, and the
Company will not cause or permit any Subsidiary  Guarantor to,  consolidate with
<PAGE>
or merge with or into any Person  other than the  Company or another  Subsidiary
Guarantor that is a Wholly Owned Restricted  Subsidiary  unless:  (a) the entity
formed by or  surviving  any such  consolidation  or merger  (if other  than the
Subsidiary  Guarantor)  or to  which  such  sale,  lease,  conveyance  or  other
disposition  shall have been made is a corporation  organized and existing under
the laws of the United  States or any state thereof or the District of Columbia;
(b) such entity  assumes by execution  of a  supplemental  indenture  all of the
obligations of the Subsidiary  Guarantor  under its Guarantee;  (c)  immediately
after giving  effect to such  transaction,  no Default or Event of Default shall
have occurred and be continuing; and (d) immediately after giving effect to such
transaction and the use of any net proceeds  therefrom on a pro forma basis, the
Company  could satisfy the  provisions  of clause (b) of the first  paragraph of
this covenant.  Any merger or consolidation  of a Subsidiary  Guarantor with and
into the  Company  (with the  Company  being the  surviving  entity)  or another
Subsidiary  Guarantor  that is a Wholly Owned  Restricted  Subsidiary  need only
comply with clause (d) of the first paragraph of this Section 5.01.

     SECTION 5.02. Successor Corporation Substituted.

                  Upon any consolidation,  merger, conveyance, lease or transfer
in  accordance   with  Section  5.01,  the  successor   Person  formed  by  such
consolidation  or into which the Company is merged or to which such  conveyance,
lease or transfer  is made shall  succeed to, and be  substituted  for,  and may
exercise  every right and power of, the Company  under this  Indenture  with the
same  effect as if such  successor  had been  named as the  Company  herein  and
thereafter  (except in the case of a lease) the predecessor  corporation will be
relieved of all further  obligations  and covenants under this Indenture and the
Notes.


                                   ARTICLE SIX

                                    REMEDIES


     SECTION 6.01. Events of Default.

                  An "Event of Default" means any of the following events:

                  (a) the  failure to pay  interest  (including  any  Additional
         Interest)  on any Notes when the same  becomes due and payable and such
         default continues for a period of 30 days;
<PAGE>
                  (b) the  failure to pay the  principal  of any Notes when such
         principal  becomes due and payable,  at maturity,  upon  redemption  or
         otherwise  (including  the failure to make a payment to purchase  Notes
         tendered  pursuant  to a Change  of  Control  Offer  or a Net  Proceeds
         Offer);

                  (c) a default in the  observance or  performance  of any other
         covenant  or  agreement  contained  in  this  Indenture  which  default
         continues  for a period of 45 days after the Company  receives  written
         notice  specifying  the default  (and  demanding  that such  default be
         remedied)  from the  Trustee  or the  Holders  of at  least  25% of the
         outstanding  principal  amount  of the Notes  (except  in the case of a
         default with respect to observance or  performance  of any of the terms
         or provisions of Section  4.15,  4.16 or 5.01 which will  constitute an
         Event of Default with such notice  requirement but without such passage
         of time requirement);

                  (d) a default  under any  mortgage,  indenture  or  instrument
         under  which  there may be issued or by which  there may be  secured or
         evidenced any Indebtedness of the Company or any Restricted  Subsidiary
         (or the payment of which is guaranteed by the Company or any Restricted
         Subsidiary),  whether such Indebtedness now exists, or is created after
         the Issue  Date,  which  default  (i) is  caused  by a  failure  to pay
         principal of or premium, if any, or interest on such Indebtedness after
         any applicable  grace period provided in such  Indebtedness (a "Payment
         Default")  or (ii)  results in the  acceleration  of such  Indebtedness
         prior to its express  maturity and, in each case, the principal  amount
         of any such  Indebtedness,  together with the  principal  amount of any
         other such Indebtedness under which there has been a Payment Default or
         the maturity of which has been so accelerated, aggregates $5,000,000 or
         more;

                  (e) one or more judgments in an aggregate  amount in excess of
         $5,000,000  (unless  covered by insurance by a reputable  insurer as to
         which the insurer has  acknowledged  coverage) shall have been rendered
         against  the  Company or any of its  Restricted  Subsidiaries  and such
         judgments  remain  undischarged,  unvacated,  unpaid or unstayed  for a
         period of 60 days after such  judgment or  judgments  become  final and
         non-appealable;
<PAGE>
                  (f) the Company or any of its Significant Subsidiaries
         pursuant to or under or within the meaning of any Bankruptcy Law:

                  (i) commences a voluntary case or proceeding;

                 (ii) consents to the entry of an order for relief against
         it in an involuntary case or proceeding;

                (iii) consents to the appointment of a Custodian of it or for  
         all or substantially all of its property;

                 (iv) makes a general assignment for the benefit of its 
         creditors; or

                  (v) shall generally not pay its debts when such debts become
         due or shall admit in writing its inability to pay its debts generally;

                  (g) a court  of  competent  jurisdiction  enters  an  order or
         decree under any Bankruptcy Law that:

                  (i) is for relief against the Company or any  Significant
         Subsidiary of the Company in an involuntary case or proceeding,

                 (ii) appoints a Custodian of the Company or any Significant
         Subsidiary of the Company for all or substantially all of its
         Properties, or

                (iii) orders the liquidation of the Company or any Significant
         Subsidiary of the Company, and in each case the order or decree remains
         unstayed and in effect for 60 days; or

                  (h) any of the Guarantees cease to be in full force and effect
         or any of the  Guarantees  are  declared to be null and void or invalid
         and  unenforceable  or any  of  the  Subsidiary  Guarantors  denies  or
         disaffirms its liability under its Guarantees  (other than by reason of
         release of a Subsidiary  Guarantor in accordance with the terms of this
         Indenture).
<PAGE>
     SECTION 6.02. Acceleration.

                  Upon the happening of an Event of Default specified in Section
6.01 (other than an Event of Default  specified  in clause (f) of Section  6.01)
the  Trustee  may,  or the  holders  of at  least  25% in  principal  amount  of
outstanding  Notes may,  declare the principal of, premium,  if any, and accrued
interest  on all the Notes to be due and  payable  by notice in  writing  to the
Company and the Trustee  specifying the respective  Event of Default and that it
is a "notice of  acceleration"  and the same shall  become  immediately  due and
payable. If an Event of Default of the type described in clause (f) or (g) above
occurs  and is  continuing,  then such  amount  will ipso  facto  become  and be
immediately  due and payable without any declaration or other act on the part of
the Trustee or any Holder.

                  At any time after a declaration of  acceleration  with respect
to the Notes as described in the preceding paragraph,  the Holders of a majority
in aggregate principal amount of the Notes then outstanding by written notice to
the Company and the  Trustee  may  rescind and cancel such  declaration  and its
consequences  (a) if the  rescission  would not  conflict  with any  judgment or
decree,  (b) if all existing  Events of Default have been cured or waived except
nonpayment of principal or interest  that has become due solely  because of such
acceleration, (c) to the extent the payment of such interest is lawful, interest
on overdue installments of interest and overdue principal,  which has become due
otherwise than by such  declaration of  acceleration,  has been paid, (d) if the
Company has paid the Trustee its  reasonable  compensation  and  reimbursed  the
Trustee for its expenses, disbursements and advances and (e) in the event of the
cure or waiver of an Event of Default of the type described in clause (f) of the
description  of Events of Default  above,  the  Trustee  shall have  received an
Officers'  Certificate  and an Opinion of Counsel that such Event of Default has
been cured or waived;  provided,  however,  that such  counsel  may rely,  as to
matters of fact, on a certificate or certificates of officers of the Company. No
such  rescission  shall  affect  any  subsequent  Default  or  impair  any right
consequent thereto.

     SECTION 6.03. Other Remedies.

                  If an Event of Default occurs and is  continuing,  the Trustee
may pursue any available remedy by proceeding at law or in equity to collect the
payment of the  principal  of,  premium,  if any, or interest on the Notes or to
enforce the performance of any provision of the Notes or this Indenture.

                  All rights of action and claims  under this  Indenture  or the
Notes may be  enforced  by the  Trustee  even if it does not  possess any of the
Notes or does not produce any of them in the proceeding.  A delay or omission by
the Trustee or any Holder in  exercising  any right or remedy  accruing  upon an
Event of Default  shall not impair the right or remedy or constitute a waiver of
or  acquiescence  in the Event of Default.  No remedy is  exclusive of any other
remedy. All available remedies are cumulative to the extent permitted by law.
<PAGE>
     SECTION 6.04. Waiver of Past Defaults.

                  Prior to the  declaration of  acceleration  of the Notes,  the
Holders of not less than a majority in aggregate  principal  amount of the Notes
then  outstanding  by notice to the Trustee may, on behalf of the Holders of all
the Notes,  waive any existing  Default or Event of Default and its consequences
under this Indenture,  except a Default or Event of Default specified in Section
6.01(a) or (b) or in respect of any provision hereof which cannot be modified or
amended without the consent of the Holder so affected  pursuant to Section 9.02.
When a Default or Event of Default  is so waived,  it shall be deemed  cured and
shall cease to exist. This Section 6.04 shall be in lieu of ss.  316(a)(1)(B) of
the TIA and such ss.  316(a)(1)(B) of the TIA is hereby expressly  excluded from
this Indenture and the Notes, as permitted by the TIA.

     SECTION 6.05. Control by Majority.

                  Holders of the Notes may not  enforce  this  Indenture  or the
Notes  except as provided in this  Article Six and under the TIA. The Holders of
not less than a majority in aggregate  principal amount of the outstanding Notes
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,  provided,  however, that the Trustee may refuse
to  follow  any  direction  (a)  that  conflicts  with  any  rule of law or this
Indenture,  (b) that the Trustee  determines  may be unduly  prejudicial  to the
rights of  another  Holder,  or (c) that may  expose  the  Trustee  to  personal
liability for which  reasonable  indemnity  provided to the Trustee against such
liability shall be inadequate;  provided, further, however, that the Trustee may
take any other action deemed proper by the Trustee that is not inconsistent with
such  direction  or this  Indenture.  This  Section 6.05 shall be in lieu of ss.
316(a)(1)(A)  of the  TIA,  and  such  ss.  316(a)(1)(A)  of the  TIA is  hereby
expressly excluded from this Indenture and the Notes, as permitted by the TIA.
<PAGE>
     SECTION 6.06. Limitation on Suits.

                  No Holder of any Notes shall have any right to  institute  any
proceeding with respect to this Indenture or the Notes or any remedy  hereunder,
unless  the  Holders  of at  least  25% in  aggregate  principal  amount  of the
outstanding Notes have made written request,  and offered reasonable  indemnity,
to the Trustee to institute such  proceeding as Trustee under the Notes and this
Indenture,  the Trustee has failed to institute such  proceeding  within 30 days
after  receipt of such notice,  request and offer of indemnity  and the Trustee,
within such 30-day period,  has not received  directions  inconsistent with such
written  request by Holders of not less than a majority in  aggregate  principal
amount of the outstanding Notes.

                  The foregoing limitations shall not apply to a suit instituted
by a Holder of a Note for the  enforcement  of the payment of the  principal of,
premium,  if any, or interest on, such Note on or after the respective due dates
expressed or provided for in such Note.

                  A Holder may not use this Indenture to prejudice the rights of
any other Holders or to obtain priority or preference over such other Holders.

     SECTION 6.07. Right of Holders To Receive Payment.

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

     SECTION 6.08. Collection Suit by Trustee.

                  If an Event  of  Default  specified  in  clause  (a) or (b) of
Section 6.01 occurs and is continuing,  the Trustee may recover  judgment in its
own name and as trustee of an express  trust  against the Company,  or any other
obligor on the Notes for the whole amount of the principal of, premium,  if any,
and  accrued  interest  remaining  unpaid,  together  with  interest  on overdue
principal  and, to the extent that payment of such interest is lawful,  interest
on overdue installments of interest, in each case at the rate per annum provided
for by the Notes and such  further  amount as shall be  sufficient  to cover the
costs  and  expenses  of  collection,  including  the  reasonable  compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.
<PAGE>
     SECTION 6.09. Trustee May File Proofs of Claim.

                  The Trustee may 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  (including  any  claim  for  the  reasonable  compensation,   expenses,
disbursements and advances of the Trustee, its agents, counsel,  accountants and
experts)  and the Holders  allowed in any judicial  proceedings  relative to the
Company or Restricted  Subsidiaries (or any other obligor upon the Notes), their
creditors or their  property and shall be entitled and  empowered to collect and
receive any monies or other  property  payable or deliverable on any such claims
and to distribute the same,  and any Custodian in any such judicial  proceedings
is hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments directly
to the  Holders,  to pay to the Trustee any amount due to it for the  reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel,  and any other  amounts due the Trustee  under  Section  7.07.  Nothing
herein  contained  shall be deemed to  authorize  the  Trustee to  authorize  or
consent   to  or  accept  or  adopt  on  behalf  of  any   Holder  any  plan  of
reorganization,  arrangement,  adjustment or composition  affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

     SECTION 6.10. Priorities.

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

                  First: to the Trustee for amounts due under Section 7.07;

                  Second: to Holders for interest accrued on the Notes, ratably,
         without preference or priority of any kind,  according  to the  amounts
         due and payable on the Notes for interest;

                  Third:  to Holders for the principal  amounts (including  any
         premium) owing under the Notes, ratably, without preference or priority
         of any kind, according to the amounts due and payable on the  Notes for
         the principal (including any premium); and
<PAGE>
                  Fourth:  the balance, if any, to the Company.

                  The Trustee, upon prior written notice to the Company, may fix
a record  date and  payment  date for any  payment to Holders  pursuant  to this
Section 6.10.

     SECTION 6.11. Undertaking for Costs.

                  In any suit for the  enforcement  of any right or remedy under
this  Indenture  or in any suit  against  the  Trustee  for any action  taken or
omitted by it as Trustee,  a court may in its  discretion  require the filing by
any party  litigant in the suit of an  undertaking to pay the costs of the suit,
and  the  court  in  its  discretion  may  assess  reasonable  costs,  including
reasonable  attorneys' fees,  against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses  made by the party
litigant.  This Section 6.11 does not apply to any suit by the Trustee, any suit
by a Holder  pursuant to Section  6.06, or a suit by a Holder or Holders of more
than 10% in aggregate principal amount of the outstanding Notes.

     SECTION 6.12. Restoration of Rights and Remedies.

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

<PAGE>
                                  ARTICLE SEVEN

                                     TRUSTEE


     SECTION 7.01. Duties of Trustee.

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

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

                    (1) The  Trustee  need  perform  only  those  duties  as are
         specifically   set  forth  in  this   Indenture  and  no  covenants  or
         obligations  shall be implied in this Indenture that are adverse to the
         Trustee.

                    (2) In the absence of bad faith on its part, the Trustee may
         conclusively   rely,  as  to  the  truth  of  the  statements  and  the
         correctness of the opinions  expressed  therein,  upon  certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this  Indenture.  However,  in the  case of any  such  certificates  or
         opinions that by any provision hereof are  specifically  required to be
         furnished to the Trustee,  the Trustee shall  examine the  certificates
         and  opinions  to  determine   whether  or  not  they  conform  to  the
         requirements of this Indenture.

                  (c) Notwithstanding anything to the contrary herein contained,
the Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:

                    (1) This paragraph does not limit the effect of paragraph
         (b) of this Section 7.01.

                    (2)  The  Trustee  shall  not be  liable  for any  error  of
         judgment  made in good  faith by a Trust  Officer,  unless it is proved
         that the Trustee was negligent in ascertaining the pertinent facts.

                    (3) The  Trustee  shall not be liable  with  respect  to any
         action  it takes or omits to take in good  faith in  accordance  with a
         direction received by it pursuant to Section 6.02, 6.04 or 6.05.

                  (d) No provision of this  Indenture  shall require the Trustee
to expend or risk its own funds or otherwise  incur any  financial  liability in
the performance of any of its duties  hereunder or in the exercise of any of its
rights  or  powers  if it shall  have  reasonable  grounds  for  believing  that
repayment of such funds or adequate  indemnity against such risk or liability is
not reasonably assured to it.
<PAGE>
                  (e) Every  provision of this Indenture that in any way relates
to the Trustee is subject to  paragraphs  (a),  (b), (c) and (d) of this Section
7.01 and Section 7.02.

                  (f) The Trustee  shall not be liable for interest on any money
or assets  received by it except as the  Trustee  may agree in writing  with the
Company.  Assets held in trust by the Trustee need not be segregated  from other
assets except to the extent required by law.

     SECTION 7.02. Rights of Trustee.

                  Subject to Section 7.01:

                  (a) The  Trustee  may rely and  shall  be fully  protected  in
         acting or refraining from acting upon any document believed by it to be
         genuine and to have been signed or presented by the proper Person.  The
         Trustee need not investigate any fact or matter stated in the document.

                  (b) Before the Trustee acts or refrains  from  acting,  it may
         consult  with  counsel of its  selection  and may require an  Officers'
         Certificate  or an Opinion of Counsel,  which shall conform to Sections
         11.04 and  11.05.  The  Trustee  shall not be liable  for any action it
         takes or omits to take in good  faith  in  reliance  on such  Officers'
         Certificate or Opinion of Counsel.

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

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

                  (e) The Trustee  shall not be bound to make any  investigation
         into the  facts  or  matters  stated  in any  resolution,  certificate,
         statement,  instrument,  opinion, notice, request, direction,  consent,
         order, bond, debenture, or other paper or document, but the Trustee, in
         its  discretion,  may make such further inquiry or  investigation  into
         such facts or  matters as it may see fit,  and,  if the  Trustee  shall
         determine to make such further  inquiry or  investigation,  it shall be
         entitled,  upon reasonable notice to the Company, to examine the books,
         records,  and  premises  of the  Company,  personally  or by  agent  or
         attorney and to consult with the  officers and  representatives  of the
         Company, including the Company's accountants and attorneys.
<PAGE>
                  (f) The Trustee  shall be under no  obligation to exercise any
         of the rights or powers vested in it by this  Indenture at the request,
         order or direction of any of the Holders  pursuant to the provisions of
         this  Indenture,  unless such Holders shall have offered to the Trustee
         security or indemnity  reasonably  satisfactory  to the Trustee against
         the costs,  expenses  and  liabilities  which may be  incurred by it in
         compliance with such request, order or direction.

                  (g) The  Trustee  shall  not be  required  to give any bond or
         surety  in  respect  of  the  performance  of  its  powers  and  duties
         hereunder.

                  (h)  Delivery of reports,  information  and  documents  to the
         Trustee under Section 4.08 is for  informational  purposes only and the
         Trustee's  receipt of the foregoing  shall not constitute  constructive
         notice  of any  information  contained  therein  or  determinable  from
         information contained therein,  including the Company's compliance with
         any of their  covenants  hereunder (as to which the Trustee is entitled
         to rely exclusively on Officers' Certificates).

     SECTION 7.03. Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may  otherwise  deal with the Company,  any of
their Subsidiaries, or their respective Affiliates with the same rights it would
have if it were not  Trustee.  Any  Agent  may do the  same  with  like  rights.
However, the Trustee must comply with Sections 7.10 and 7.11.

     SECTION 7.04. Trustee's Disclaimer.

                  The  Trustee  makes no  representation  as to the  validity or
adequacy of this Indenture or the Notes, and it shall not be accountable for the
Company's  use of the proceeds from the Notes,  and it shall not be  responsible
for any  statement of the Company in this  Indenture or the Notes other than the
Trustee's certificate of authentication.
<PAGE>
     SECTION 7.05. Notice of Default.

                  If a Default or an Event of Default  occurs and is  continuing
and if it is known to a Trust  Officer,  the  Trustee  shall mail to each Holder
notice of the uncured Default or Event of Default within 90 days after obtaining
knowledge  thereof.  Except in the case of a Default  or an Event of  Default in
payment of  principal  of, or interest on, any Note,  including  an  accelerated
payment,  a Default in payment on the Change of Control Payment Date pursuant to
a Change of Control Offer or on the Net Proceeds  Offer Payment Date pursuant to
a Net Proceeds Offer and a Default in compliance  with Article Five hereof,  the
Trustee may  withhold the notice if and so long as its Board of  Directors,  the
executive  committee of its Board of  Directors or a committee of its  directors
and/or Trust Officers in good faith determines that withholding the notice is in
the interest of the Holders.  The foregoing  sentence of this Section 7.05 shall
be in lieu of the  proviso  to ss.  315(b)  of the TIA and such  proviso  to ss.
315(b) of the TIA is hereby  expressly  excluded  from  this  Indenture  and the
Notes, as permitted by the TIA.
<PAGE>
     SECTION 7.06. Reports by Trustee to Holders.

                  Within 60 days after  November 1 of each year  beginning  with
1997, the Trustee shall,  to the extent that any of the events  described in TIA
ss. 313(a) occurred within the previous twelve months,  but not otherwise,  mail
to each Holder a brief report dated as of such date that  complies  with TIA ss.
313(a). The Trustee also shall comply with TIA ss.ss. 313(b), (c) and (d).

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

                  The  Company  shall  promptly  notify the Trustee if the Notes
become  listed on any stock  exchange and the Trustee  shall comply with TIA ss.
313(d).

     SECTION 7.07. Compensation and Indemnity.

                  The Company  shall pay to the  Trustee  from time to time such
compensation  for its  services as has been  agreed to in writing  signed by the
Company and the Trustee. The Trustee's  compensation shall not be limited by any
law on  compensation  of a  trustee  of an  express  trust.  The  Company  shall
reimburse  the Trustee upon request for all  reasonable  out-of-pocket  expenses
incurred or made by it in connection  with the  performance  of its duties under
this Indenture.  Such expenses shall include the reasonable fees and expenses of
the Trustee's agents, counsel, accountants and experts.

                  The  Company  shall  indemnify  each  of the  Trustee  (or any
predecessor  Trustee) and its agents,  employees,  stockholders,  Affiliates and
directors  and officers for, and hold them each  harmless  against,  any and all
loss,  liability,  damage,  claim  or  expense  (including  reasonable  fees and
expenses of counsel),  including  taxes (other than taxes based on the income of
the Trustee)  incurred by them except for such  actions to the extent  caused by
any negligence, bad faith or willful misconduct on their part, arising out of or
in connection with the acceptance or  administration of this trust including the
reasonable  costs and  expenses  of  defending  themselves  against any claim or
liability in connection with the exercise or performance of any of their rights,
powers or duties hereunder. The Trustee shall notify the Company promptly of any
claim  asserted  against  the Trustee  for which it may seek  indemnity.  At the
Trustee's  sole  discretion,  the Company shall defend the claim and the Trustee
shall cooperate and may participate in the defense; provided,  however, that any
settlement  of a claim  shall be  approved  in  writing  by the  Trustee if such
settlement  would  result in an admission of liability by the Trustee or if such
settlement  would not be  accompanied  by a full  release of the Trustee for all
liability  arising out of the events  giving rise to such claim.  Alternatively,
the Trustee may at its option have separate  counsel of its own choosing and the
Company shall pay the reasonable fees and expenses of such counsel.

                  To secure the Company's  payment  obligations  in this Section
7.07,  the  Trustee  shall have a lien prior to the Notes on all assets or money
held or collected by the Trustee,  in its capacity as Trustee,  except assets or
money held in trust to pay  principal  of or  premium,  if any,  or  interest on
particular Notes.

                  When the Trustee incurs expenses or renders  services after an
Event of Default  specified in Section 6.01(f) or (g) occurs,  such expenses and
the  compensation  for such  services  are  intended to  constitute  expenses of
administration under any Bankruptcy Law.

                  The   provisions  of  this  Section  7.07  shall  survive  the
termination of this Indenture.
<PAGE>
     SECTION 7.08. Replacement of Trustee.

                  The  Trustee  may  resign  at any  time  by so  notifying  the
Company.  The Holders of a majority in principal amount of the outstanding Notes
may remove the  Trustee  and  appoint a  successor  Trustee  with the  Company's
consent, by so notifying the Company and the Trustee. The Company may remove the
Trustee if:

                    (1)    the Trustee fails to comply with Section 7.10;

                    (2)    the Trustee is adjudged bankrupt or insolvent;

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

                    (4)    the Trustee becomes incapable of acting.

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

                  A successor Trustee shall deliver a written  acceptance of its
appointment to the retiring Trustee and to the Company.  Immediately after that,
the retiring  Trustee  shall  transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided in Section 7.07, the resignation
or removal of the retiring  Trustee  shall become  effective,  and the successor
Trustee  shall have all the rights,  powers and duties of the Trustee under this
Indenture. The Company shall mail notice of such successor Trustee's appointment
to each Holder.

                  If a successor  Trustee  does not take  office  within 60 days
after the retiring  Trustee  resigns or is removed,  the retiring  Trustee,  the
Company or the  Holders  of at least 10% in  aggregate  principal  amount of the
outstanding  Notes may  petition  any court of  competent  jurisdiction  for the
appointment of a successor Trustee.

                  If the Trustee fails to comply with Section  7.10,  any Holder
may petition any court of competent  jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.
<PAGE>
                  Notwithstanding  any resignation or replacement of the Trustee
pursuant to this Section  7.08,  the  Company's  obligations  under Section 7.07
shall continue for the benefit of the retiring Trustee.

     SECTION 7.09. Successor Trustee by Merger, Etc.

                  If the Trustee  consolidates with, merges or converts into, or
transfers all or  substantially  all of its corporate trust business to, another
corporation,  the  resulting,  surviving or transferee  corporation  without any
further act shall,  if such  resulting,  surviving or transferee  corporation is
otherwise eligible hereunder, be the successor Trustee; provided,  however, that
such  corporation  shall be otherwise  qualified and eligible under this Article
Seven.

     SECTION 7.10. Eligibility; Disqualification.

                  This  Indenture  shall always have a Trustee who satisfies the
requirement of TIA ss.ss.  310(a)(1),  (2) and (5). The Trustee (or, in the case
of a Trustee that is a corporation  included in a bank holding  company  system,
the related bank holding  company) shall have a combined  capital and surplus of
at least $150 million as set forth in its most recent published annual report of
condition,  and  have a  Corporate  Trust  Office  in the City of New  York.  In
addition,  if the Trustee is a  corporation  included in a bank holding  company
system, the Trustee,  independently of such bank holding company, shall meet the
capital requirements of TIA ss. 310(a)(2). The Trustee shall comply with TIA ss.
310(b);  provided,  however,  that there shall be excluded from the operation of
TIA ss. 310(b)(1) any indenture or indentures under which other  securities,  or
certificates of interest or  participation in other  securities,  of the Company
are  outstanding,  if the  requirements  for such exclusion set forth in TIA ss.
310(b)(1) are met. The provisions of TIA ss. 310 shall apply to the Company,  as
obligors of the Notes.

     SECTION 7.11. Preferential Collection of Claims Against the Company.

                  The Trustee  shall comply with TIA ss.  311(a),  excluding any
creditor  relationship  listed in TIA ss. 311(b).  A Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated therein.
The  provisions  of TIA ss. 311 shall  apply to the  Company,  as obligor on the
Notes.
<PAGE>

                                  ARTICLE EIGHT

                       DISCHARGE OF INDENTURE; DEFEASANCE


     SECTION 8.01. Termination of Company's Obligations.

                  This  Indenture  will be  discharged  and will  cease to be of
further effect  (except as to surviving  rights of  registration  of transfer or
exchange of the Notes,  as expressly  provided for in this  Indenture) as to all
outstanding Notes when (a) either (i) all Notes,  theretofore  authenticated and
delivered  (except lost,  stolen or destroyed  Notes which have been replaced or
paid and Notes for whose payment money has  theretofore  been deposited in trust
or  segregated  and held in trust by the  Company and  thereafter  repaid to the
Company or  discharged  from such trust) have been  delivered to the Trustee for
cancellation  or (ii) all Notes not  theretofore  delivered  to the  Trustee for
cancellation  have  become  due and  payable  and the  Company  has  irrevocably
deposited  or  caused  to be  deposited  with the  Trustee  funds  in an  amount
sufficient  to pay and  discharge  the  entire  Indebtedness  on the  Notes  not
theretofore  delivered  to the  Trustee  for  cancellation,  for  principal  of,
premium,  if any, and interest on the Notes to the date of deposit together with
irrevocable  instructions  from the Company  directing the Trustee to apply such
funds to the payment thereof at maturity or redemption,  as the case may be; (b)
the Company has paid all other sums payable under this Indenture by the Company;
and (c) the Company has delivered to the Trustee an officers' certificate and an
opinion of counsel  stating that all conditions  precedent  under this Indenture
relating to the  satisfaction and discharge of this Indenture have been complied
with; provided, however, that such counsel may rely, as to matters of fact, on a
certificate or certificates of officers of the Company.

                  The Company may, at its option and at any time,  elect to have
its obligations and the corresponding  obligations of the Subsidiary  Guarantors
discharged  with respect to the  outstanding  Notes ("Legal  Defeasance").  Such
Legal  Defeasance  means  that the  Company  shall be  deemed  to have  paid and
discharged the entire  indebtedness  represented by the outstanding  Notes,  and
satisfied all of its obligations  with respect to the Notes,  except for (a) the
rights of Holders to receive  payments in respect of the principal of,  premium,
if any, and interest on the Notes when such  payments are due, (b) the Company's
obligations  with  respect  to the Notes  concerning  issuing  temporary  Notes,
registration  of  Notes,  mutilated,  destroyed,  lost or  stolen  Notes and the
maintenance of an office or agency for payments,  (c) the rights, powers, trust,
<PAGE>
duties and immunities of the Trustee and the Company's obligations in connection
therewith  and (d) the Legal  Defeasance  provisions  of this Section  8.01.  In
addition,  the  Company  may,  at its option and at any time,  elect to have the
obligations of the Company and the Subsidiary Guarantors,  if any, released with
respect to covenants  contained in Sections 4.04, 4.08 and 4.10 through 4.20 and
Article Five ("Covenant  Defeasance") and thereafter any omission to comply with
such obligations shall not constitute a Default or Event of Default with respect
to the Notes. In the event of Covenant Defeasance,  those events described under
Section 6.01 (except those events described in Section  6.01(a),(b),(f) and (g))
will no longer constitute an Event of Default with respect to the Notes.

                  In order to  exercise  either  Legal  Defeasance  or  Covenant
Defeasance:

                  (a) the Company must irrevocably  deposit with the Trustee, in
         trust,  for the benefit of the Holders cash in United  States  dollars,
         non-callable U.S. Government Obligations,  or a combination thereof, in
         such  amounts as will be  sufficient,  in the  opinion of a  nationally
         recognized firm of independent public accountants, to pay the principal
         of,  premium,  if any, and interest on the Notes on the stated date for
         payment thereof or on the applicable  Redemption  Date, as the case may
         be;

                  (b) in the case of Legal  Defeasance,  the Company  shall have
         delivered  to the  Trustee an  opinion of counsel in the United  States
         reasonably  acceptable to the Trustee  confirming  that (i) the Company
         has received from, or there has been published by, the Internal Revenue
         Service a ruling or (ii)  since the date of this  Indenture,  there has
         been a change in the applicable  federal income tax law, in either case
         to the effect that,  and based  thereon  such opinion of counsel  shall
         confirm that, the Holders will not recognize  income,  gain or loss for
         federal  income tax purposes as a result of such Legal  Defeasance  and
         will be subject to federal income tax on the same amounts,  in the same
         manner  and at the same times as would have been the case if such Legal
         Defeasance had not occurred;

                  (c) in the case of Covenant Defeasance, the Company shall have
         delivered  to the  Trustee an  opinion of counsel in the United  States
         reasonably  acceptable to the Trustee  confirming that the Holders will
         not recognize income, gain or loss for federal income tax purposes as a
         result of such  Covenant  Defeasance  and will be  subject  to  federal
         income  tax on the same  amounts,  in the same  manner  and at the same
         times as would have been the case if such Covenant  Defeasance  had not
         occurred;
<PAGE>
                  (d) no Default or Event of Default  shall have occurred and be
         continuing  on the date of such deposit or insofar as Events of Default
         under Section 6.01(f) or (g) from  bankruptcy or insolvency  events are
         concerned,  at any time in the period  ending on the 91st day after the
         date of deposit;

                  (e) such Legal  Defeasance  or Covenant  Defeasance  shall not
         result in a breach or violation  of, or constitute a default under this
         Indenture or any other  agreement or instrument to which the Company or
         any of its Restricted  Subsidiaries  is a party or by which the Company
         or any of its Restricted Subsidiaries is bound;

                  (f)  the  Company  shall  have  delivered  to the  Trustee  an
         officers'  certificate  stating  that the  deposit  was not made by the
         Company  with the  intent  of  preferring  the  Holders  over any other
         creditors  of the Company or with the intent of  defeating,  hindering,
         delaying or defrauding any other creditors of the Company or others;

                  (g)  the  Company  shall  have  delivered  to the  Trustee  an
         Officers'  Certificate and an Opinion of Counsel, each stating that all
         conditions  precedent  provided for or relating to the Legal Defeasance
         or the  Covenant  Defeasance,  as the case may be,  have been  complied
         with; provided,  however,  that such counsel may rely, as to matters of
         fact, on a certificate or certificates of officers of the Company;

                  (h) the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that after the 91st day following the deposit,
         the trust  funds will not be  subject  to the effect of any  applicable
         bankruptcy,  insolvency,   reorganization  or  similar  laws  affecting
         creditors' rights generally;  provided,  however, that such counsel may
         rely,  as to matters  of fact,  on a  certificate  or  certificates  of
         officers of the Company; and

                (i)  certain other customary conditions precedent are satisfied.
<PAGE>
     SECTION 8.02. Application of Trust Money.

                  The  Trustee or Paying  Agent  shall hold in trust U.S.  Legal
Tender or U.S.  Government  Obligations  deposited  with it  pursuant to Section
8.01,  and shall apply the deposited  U.S.  Legal Tender and the money from U.S.
Government  Obligations in accordance  with this Indenture to the payment of the
principal of and interest on the Notes. The Trustee shall be under no obligation
to invest said U.S. Legal Tender or U.S. Government Obligations except as it may
agree in writing with the Company.

                  The Company shall pay and  indemnify  the Trustee  against any
tax, fee or other charge imposed on or assessed against the Legal Tender or U.S.
Government  Obligations  deposited pursuant to Section 8.01 or the principal and
interest  received  in respect  thereof  other  than any such tax,  fee or other
charge which by law is for the account of the Holders of outstanding Notes.

     SECTION 8.03. Repayment to the Company.

                  Subject to Section  8.01,  the  Trustee  and the Paying  Agent
shall  promptly pay to the Company upon request any excess U.S.  Legal Tender or
U.S.  Government  Obligations  held by them at any time and  thereupon  shall be
relieved  from all  liability  with  respect to such money.  The Trustee and the
Paying  Agent shall pay to the Company  upon  request any money held by them for
the  payment of  principal  or interest  that  remains  unclaimed  for one year;
provided,  however, that the Trustee or such Paying Agent, before being required
to make any  payment,  may at the expense of the Company  cause to be  published
once in a newspaper  of general  circulation  in the City of New York or mail to
each Holder entitled to such money notice that such money remains  unclaimed and
that after a date  specified  therein  which  shall be at least 30 days from the
date of such  publication  or mailing any  unclaimed  balance of such money then
remaining will be repaid to the Company.  After payment to the Company,  Holders
entitled to such money must look to the Company for payment as general creditors
unless an applicable law designates another Person.

     SECTION 8.04. Reinstatement.

                  If the  Trustee  or  Paying  Agent is unable to apply any U.S.
Legal Tender or U.S.  Government  Obligations in accordance with Section 8.01 by
reason of any legal  proceeding  or by  reason of any order or  judgment  of any
court or governmental authority enjoining,  restraining or otherwise prohibiting
such application,  the Company's  obligations under this Indenture and the Notes
<PAGE>
shall be revived and  reinstated  as though no deposit had occurred  pursuant to
Section  8.01 until such time as the  Trustee or Paying  Agent is  permitted  to
apply all such U.S.  Legal Tender or U.S.  Government  Obligations in accordance
with Section 8.01; provided,  however,  that if the Company has made any payment
of interest on or principal of any Notes because of the  reinstatement  of their
obligations,  the Company  shall be  subrogated  to the rights of the Holders of
such Notes to receive such payment from the U.S. Legal Tender or U.S. Government
Obligations held by the Trustee or Paying Agent.

     SECTION 8.05. Acknowledgment of Discharge by Trustee.

                  After (i) the conditions of Section 8.01 have been  satisfied,
(ii) the Company has paid or caused to be paid all other sums payable  hereunder
by the Company and (iii) the Company has  delivered  to the Trustee an Officers'
Certificate  and an  Opinion  of  Counsel,  each  stating  that  all  conditions
precedent  referred  to in clause (i) above  relating  to the  satisfaction  and
discharge of this  Indenture  have been complied  with, the Trustee upon request
shall  acknowledge in writing the discharge of the Company's  obligations  under
this Indenture except for those surviving obligations specified in Section 8.01,
provided  the legal  counsel  delivering  such Opinion of Counsel may rely as to
matters of fact on one or more Officers' Certificates of the Company.


                                  ARTICLE NINE

                          MODIFICATION OF THE INDENTURE


     SECTION 9.01. Without Consent of Holders.

                  Subject to the  provisions of Section 9.02,  the Company,  the
Subsidiary  Guarantors  and the  Trustee  may amend,  waive or  supplement  this
Indenture without notice to or consent of any Holder: (a) to cure any ambiguity,
defect or inconsistency;  (b) to comply with Section 5.01 of this Indenture; (c)
to provide for  uncertificated  Notes in addition to certificated  Notes; (d) to
comply with any  requirements  of the  Commission in order to effect or maintain
the  qualification  of this  Indenture  under the TIA; or (e) to make any change
that would provide any additional  benefit or rights to the Holders or that does
not adversely  affect the rights of any Holder.  Notwithstanding  the foregoing,
the Trustee and the Company may not make any change that  adversely  affects the
rights of any Holder under this Indenture without the consent of such Holder. In
<PAGE>
formulating its opinion on such matters, the Trustee will be entitled to rely on
such evidence as it deems appropriate,  including, without limitation, solely on
an Opinion of Counsel;  provided,  however,  that in delivering  such Opinion of
Counsel,  such  counsel  may rely as to matters  of fact,  on a  certificate  or
certificates of officers of the Company.

     SECTION 9.02. With Consent of Holders.

                  All other  modifications  and amendments of this Indenture may
be made with the consent of the  Holders of a majority  in the then  outstanding
principal amount of the then outstanding Notes, except that, without the consent
of each Holder of the Notes  affected  thereby,  no amendment  may,  directly or
indirectly:  (i) reduce the amount of Notes whose  Holders  must  consent to any
amendment;  (ii) reduce the rate of or change or have the effect of changing the
time for payment of interest,  including defaulted interest, on any Notes; (iii)
reduce  the  principal  of or change or have the  effect of  changing  the fixed
maturity  of any Notes,  or change the date on which any Notes may be subject to
redemption or repurchase, or reduce the redemption or repurchase price therefor;
(iv) make any Notes  payable in money other than that  stated in the Notes;  (v)
make any change in provisions  of this  Indenture  protecting  the right of each
Holder of a Note to receive payment of principal of and interest on such Note on
or after the due date  thereof  or to bring  suit to  enforce  such  payment  or
permitting  Holders of a majority in principal amount of Notes to waive Defaults
or Events of Default;  (vi) amend,  change or modify in any material respect the
obligation  of the Company to make and  consummate a Change of Control  Offer in
the event of a Change of Control or make and  consummate  a Net  Proceeds  Offer
with  respect to any Asset Sale that has been  consummated  or modify any of the
provisions  or  definitions  with  respect  thereto;  (vii) modify or change any
provision of this  Indenture or Section 1.01  affecting the ranking of the Notes
or any  Guarantee in a manner  which  adversely  affects the Holders;  or (viii)
release any Subsidiary Guarantor from any of its obligations under its Guarantee
or this Indenture otherwise than in accordance with the terms of this Indenture.

     SECTION 9.03. Compliance with TIA.

                  Every amendment, waiver or supplement of this Indenture or the
Notes shall comply with the TIA as then in effect; provided,  however, that this
Section 9.03 shall not of itself  require that this  Indenture or the Trustee be
qualified  under the TIA or constitute  any admission or  acknowledgment  by any
party  hereto that any such  qualification  is  required  prior to the time this
Indenture and the Trustee are required by the TIA to be so qualified.
<PAGE>
     SECTION 9.04. Revocation and Effect of Consents.

                  Until an amendment,  waiver or supplement becomes effective, a
consent  to it by a Holder  is a  continuing  consent  by the  Holder  and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. Subject to the following  paragraph,  any such Holder or subsequent Holder
may  revoke  the  consent  as to such  Holder's  Note or portion of such Note by
notice to the  Trustee  or the  Company  received  before  the date on which the
Trustee  receives an Officers'  Certificate  certifying  that the Holders of the
requisite  principal amount of Notes have consented (and not theretofore revoked
such consent) to the amendment,  supplement or waiver. An amendment,  supplement
or waiver  becomes  effective  upon  receipt by the  Trustee  of such  Officers'
Certificate  and evidence of consent by the Holders of the requisite  percentage
in principal amount of outstanding Notes.

                  The Company may,  but shall not be obligated  to, fix a Record
Date for the  purpose of  determining  the  Holders  entitled  to consent to any
amendment,  supplement  or waiver,  which  Record Date shall be at least 30 days
prior to the first solicitation of such consent. If a Record Date is fixed, then
notwithstanding  the second  sentence of the  immediately  preceding  paragraph,
those  Persons who were  Holders at such  Record Date (or their duly  designated
proxies),  and only those  Persons,  shall be  entitled  to revoke  any  consent
previously given,  whether or not such Persons continue to be Holders after such
Record Date.  No such consent  shall be valid or effective for more than 90 days
after such Record Date unless consents from Holders of the requisite  percentage
in  principal   amount  of  outstanding   Notes   required   hereunder  for  the
effectiveness of such consents shall have also been given and not revoked within
such 90 day period.

     SECTION 9.05. Notation on or Exchange of Notes.

                  If an amendment,  supplement or waiver  changes the terms of a
Note,  the  Trustee  may  require  the  Holder of such Note to deliver it to the
Trustee.  The  Trustee may place an  appropriate  notation on the Note about the
changed terms and return it to the Holder. Alternatively,  if the Company or the
Trustee so  determine,  the Company in exchange for the Note shall issue and the
Trustee shall authenticate a new Note that reflects the changed terms.
<PAGE>
     SECTION 9.06. Trustee To Sign Amendments, Etc.

                  The Trustee shall execute any amendment,  supplement or waiver
authorized pursuant to this Article Nine;  provided,  however,  that the Trustee
may, but shall not be obligated to,  execute any such  amendment,  supplement or
waiver which affects the Trustee's own rights,  duties or immunities  under this
Indenture.  In executing such supplement or waiver the Trustee shall be entitled
to receive indemnity reasonably satisfactory to it, and shall be fully protected
in  relying  upon an  Opinion of Counsel  and an  Officers'  Certificate  of the
Company,  stating  that no  event of  default  shall  occur as a result  of such
amendment,  supplement  or  waiver  and that  the  execution  of any  amendment,
supplement or waiver  authorized  pursuant to this Article Nine is authorized or
permitted by this Indenture,  provided the legal counsel delivering such Opinion
of Counsel may rely as to matters of fact on one or more Officers'  Certificates
of the Company. Such Opinion of Counsel shall not be an expense of the Trustee.


                                   ARTICLE TEN

                             [INTENTIONALLY OMITTED]


                                 ARTICLE ELEVEN

                                  MISCELLANEOUS


     SECTION 11.01. TIA Controls.

                  If any  provision  of this  Indenture  limits,  qualifies,  or
conflicts  with  another  provision  which is  required  to be  included in this
Indenture by the TIA, the required provision shall control;  provided,  however,
that this Section 11.01 shall not of itself  require that this  Indenture or the
Trustee be qualified under the TIA or constitute any admission or acknowledgment
by any party hereto that any such  qualification  is required  prior to the time
this Indenture and the Trustee are required by the TIA to be so qualified.
<PAGE>
     SECTION 11.02. Notices.

                  Any  notices or other  communications  required  or  permitted
hereunder shall be in writing,  and shall be sufficiently  given if made by hand
delivery,  by telex,  by telecopier or  registered  or certified  mail,  postage
prepaid, return receipt requested, addressed as follows:

                  if to the Company:

                           c/o Magnum Hunter Resources, Inc.
                           600 East Las Colinas Blvd.
                           Suite 1200
                           Irving, Texas  75039

                           Telecopier Number:  (972) 401-0752
                           Attn:  Chief Executive Officer

                  if to the Trustee:

                           First Union National Bank of North Carolina
                           230 South Tryon Street, 9th Floor
                           Charlotte, N.C.  28288

                           Telecopier Number:  (704) 383-7316
                           Attention:  Shawn Bednasik

                  Each of the Company  and the Trustee by written  notice to the
other may  designate  additional  or  different  addresses  for  notices to such
Person.  Any notice or  communication  to the  Company or the  Trustee  shall be
deemed to have been given or made as of the date so delivered if hand delivered;
when answered back, if telexed; when receipt is acknowledged, if faxed; and five
(5) calendar days after mailing if sent by registered or certified mail, postage
prepaid  (except that a notice of change of address  shall not be deemed to have
been given until actually received by the addressee).

                  Any notice or communication mailed to a Holder shall be mailed
to him by first  class  mail or other  equivalent  means  at his  address  as it
appears on the  registration  books of the Registrar ten (10) days prior to such
mailing  and shall be  sufficiently  given to him if so mailed  within  the time
prescribed.

                  Failure to mail a notice or  communication  to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders.  If
a notice or  communication  is mailed in the manner  provided  above, it is duly
given, whether or not the addressee receives it.
<PAGE>
     SECTION 11.03. Communications by Holders with Other Holders.

                  Holders may communicate  pursuant to TIA ss. 312(b) with other
Holders  with respect to their  rights  under this  Indenture or the Notes.  The
Company,  the  Trustee,  the  Registrar  and any  other  Person  shall  have the
protection of TIA ss. 312(c).

     SECTION 11.04. Certificate and Opinion as to Conditions Precedent.

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

                    (1)  an  Officers'   Certificate,   in  form  and  substance
         satisfactory  to the  Trustee,  stating  that,  in the  opinion  of the
         signers,  all conditions  precedent to be performed by the Company,  if
         any,  provided for in this  Indenture  relating to the proposed  action
         have been complied with; and

                    (2) an Opinion of Counsel  stating  that,  in the opinion of
         such  counsel,  all such  conditions  precedent  to be performed by the
         Company,  if  any,  provided  for in  this  Indenture  relating  to the
         proposed action have been complied with (which  counsel,  as to factual
         matters, may rely on an Officers' Certificate).

     SECTION 11.05. Statements Required in Certificate or Opinion.

                  Each  certificate or opinion with respect to compliance with a
condition or covenant  provided for in this Indenture,  other than the Officers'
Certificate required by Section 4.06, shall include:

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


                    (2) a brief  statement  as to the  nature  and  scope of the
         examination  or  investigation  upon which the  statements  or opinions
         contained in such certificate or opinion are based;
<PAGE>
                    (3) a statement that, in the opinion of such Person,  he has
         made such examination or  investigation  as is reasonably  necessary to
         enable  him to express  an  informed  opinion as to whether or not such
         covenant or condition has been complied with; and

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

     SECTION 11.06. Rules by Trustee, Paying Agent, Registrar.

                  The Trustee may make  reasonable  rules in accordance with the
Trustee's  customary  practices  for action by or at a meeting of  Holders.  The
Paying Agent or Registrar may make reasonable rules for its functions.

     SECTION 11.07. Legal Holidays.

                  A "Legal  Holiday" used with respect to a particular  place of
payment is a Saturday,  a Sunday or a day on which banking  institutions  in New
York,  New York or at such place of payment are not  required  to be open.  If a
payment date is a Legal Holiday at such place, payment may be made at such place
on the next  succeeding day that is not a Legal  Holiday,  and no interest shall
accrue for the intervening period.

     SECTION 11.08. Governing Law.

                  THIS  INDENTURE  AND  THE  NOTES  SHALL  BE  GOVERNED  BY  AND
CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,  AS APPLIED TO
CONTRACTS  MADE AND PERFORMED  WITHIN THE STATE OF NEW YORK,  WITHOUT  REGARD TO
PRINCIPLES OF CONFLICT OF LAWS.  Each of the parties  hereto agrees to submit to
the  jurisdiction  of the  courts  of the  State  of New York in any  action  or
proceeding arising out of or relating to this Indenture.

     SECTION 11.09. No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan or debt  agreement  of the  Company  or any of its  Subsidiaries.  Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.
<PAGE>
     SECTION 11.10. No Personal Liability.

                  No director, officer, employee or stockholder, as such, of the
Company or any Subsidiary  Guarantor,  as such, shall have any liability for any
obligations of the Company or any  Subsidiary  Guarantor  under the Notes,  this
Indenture,  the Guarantees or the Registration Rights Agreement or for any claim
based on, in respect of, or by reason of, such  obligations  or their  creation.
Each Holder of Notes by accepting a Note waives and releases all such liability.
The waiver and release  are part of the  consideration  for the  issuance of the
Notes.

     SECTION 11.11. Successors.

                  All  agreements of the Company in this Indenture and the Notes
shall bind their  successors.  All  agreements of the Trustee in this  Indenture
shall bind its successors.

     SECTION 11.12. Duplicate Originals.

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

     SECTION 11.13. Severability.

                  In case any one or more of the provisions in this Indenture or
in the Notes shall be held invalid, illegal or unenforceable, in any respect for
any reason,  the validity,  legality and enforceability of any such provision in
every other  respect  and of the  remaining  provisions  shall not in any way be
affected or  impaired  thereby,  it being  intended  that all of the  provisions
hereof shall be enforceable to the full extent permitted by law.

     SECTION 11.14. Independence of Covenants.

                  All covenants and  agreements in this  Indenture and the Notes
shall be given independent  effect so that if any particular action or condition
is not permitted by any of such  covenants,  the fact that it would be permitted
by an exception to, or otherwise be within the limitations of, another  covenant
shall not avoid the  occurrence  of a  Default  or an Event of  Default  if such
action is taken or condition exists.
<PAGE>

                                 ARTICLE TWELVE

                               GUARANTEE OF NOTES


     SECTION 12.01. Unconditional Guarantee.

                  Subject  to  the  provisions  of  this  Article  Twelve,  each
Subsidiary Guarantor, if any, hereby, jointly and severally, unconditionally and
irrevocably  guarantees,  on a senior  basis (such  guarantee  to be referred to
herein as a "Guarantee") to each Holder of a Note authenticated and delivered by
the Trustee and to the Trustee and its successors and assigns,  irrespective  of
the validity and enforceability of this Indenture,  the Notes or the obligations
of the Company or any other Subsidiary  Guarantors to the Holders or the Trustee
hereunder or  thereunder,  that:  (a) the  principal  of,  premium,  if any, and
interest on the Notes (and any  Additional  Interest  payable  thereon) shall be
duly and punctually paid in full when due, whether at maturity,  upon redemption
at the  option of  Holders  pursuant  to the  provisions  of the Notes  relating
thereto, by acceleration or otherwise, and interest on the overdue principal and
(to the extent  permitted by law)  interest,  if any, on the Notes and all other
obligations  of the Company or the  Subsidiary  Guarantors to the Holders or the
Trustee hereunder or thereunder (including amounts due the Trustee under Section
7.07  hereof)  and all  other  obligations  shall  be  promptly  paid in full or
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 Notes or any of such other
obligations,  the same shall be promptly  paid in full when due or  performed in
accordance with the terms of the extension or renewal,  whether at maturity,  by
acceleration or otherwise. Failing payment when due of any amount so guaranteed,
or failing  performance  of any other  obligation  of the Company to the Holders
under this Indenture or under the Notes,  for whatever  reason,  each Subsidiary
Guarantor  shall be obligated to pay, or to perform or cause the performance of,
the same  immediately.  An Event of Default  under this  Indenture  or the Notes
shall constitute an event of default under this Guarantee, and shall entitle the
Holders of Notes to accelerate the  obligations  of the Guarantors  hereunder in
the same manner and to the same extent as the obligations of the Company.

                  Each of the  Subsidiary  Guarantors  hereby  agrees  that  its
obligations  hereunder  shall be  unconditional,  irrespective  of the validity,
regularity or enforceability of the Notes or this Indenture,  the absence of any
action to  enforce  the same,  any  waiver or consent by any Holder of the Notes
with  respect to any  provisions  hereof or  thereof,  any  release of any other
<PAGE>
Subsidiary  Guarantor,  the  recovery of any judgment  against the Company,  any
action to  enforce  the same,  whether  or not a  Guarantee  is  affixed  to any
particular Note, or any other  circumstance  which might otherwise  constitute a
legal or equitable  discharge or defense of a guarantor.  Each of the Subsidiary
Guarantors  hereby  waives the  benefit  of  diligence,  presentment,  demand of
payment,  filing of claims with a court in the event of insolvency or bankruptcy
of the  Company,  any right to require a proceeding  first  against the Company,
protest,  notice and all demands  whatsoever  and  covenants  that its Guarantee
shall  not be  discharged  except by  complete  performance  of the  obligations
contained in the Notes,  this Indenture and this Guarantee.  This Guarantee is a
guarantee  of payment  and not of  collection.  If any Holder or the  Trustee is
required by any court or otherwise to return to the Company or to any Subsidiary
Guarantor,  or any  custodian,  trustee,  liquidator or other  similar  official
acting in relation to the Company or such Subsidiary Guarantor,  any amount paid
by the Company or such Subsidiary  Guarantor to the Trustee or such Holder, this
Guarantee,  to the extent  theretofore  discharged,  shall be reinstated in full
force and effect. Each Subsidiary  Guarantor further agrees that, as between it,
on the one hand,  and the Holders of Notes and the  Trustee,  on the other hand,
(a) subject to this Article Eleven,  the maturity of the obligations  guaranteed
hereby may be  accelerated as provided in Article Six hereof for the purposes of
this  Guarantee,  notwithstanding  any  stay,  injunction  or other  prohibition
preventing such  acceleration in respect of the obligations  guaranteed  hereby,
and (b) in the event of any  acceleration  of such  obligations  as  provided in
Article Six hereof,  such  obligations  (whether or not due and  payable)  shall
forthwith become due and payable by the Subsidiary Guarantors for the purpose of
this Guarantee.

                  No stockholder,  officer, director,  employee or incorporator,
past,  present or future, or any Subsidiary  Guarantor,  as such, shall have any
personal  liability  under this Guarantee by reason of his, her or its status as
such stockholder, officer, director, employee or incorporator.

                  Each Subsidiary Guarantor that makes a payment or distribution
under  its  Guarantee  shall be  entitled  to a  contribution  from  each  other
Subsidiary Guarantor, determined in accordance with GAAP.
<PAGE>
     SECTION 12.02. Limitations on Guarantees.

                  The  obligations  of  each  Subsidiary   Guarantor  under  its
Guarantee  will be limited to the maximum  amount which,  after giving effect to
all other  contingent  and fixed  liabilities of such  Subsidiary  Guarantor and
after giving effect to any collections  from or payments made by or on behalf of
any other  Subsidiary  Guarantor  in  respect of the  obligations  of such other
Subsidiary  Guarantor  under  its  Guarantee  or  pursuant  to its  contribution
obligations  under  the  Indenture,  will  result  in the  obligations  of  such
Subsidiary   Guarantor  under  the  Guarantee  not   constituting  a  fraudulent
conveyance or fraudulent transfer under federal or state law.

     SECTION 12.03. Execution and Delivery of Guarantee.

                  To further  evidence the Guarantee set forth in Section 12.01,
each  Subsidiary  Guarantor  hereby  agrees that a notation  of such  Guarantee,
substantially  in the form of Exhibit E herein,  shall be  endorsed on each Note
authenticated and delivered by the Trustee.  Such Guarantee shall be executed on
behalf of each Subsidiary  Guarantor by either manual or facsimile  signature of
two Officers of each  Subsidiary  Guarantor,  each of whom, in each case,  shall
have been duly authorized to so execute by all requisite  corporate action.  The
validity and  enforceability  of any Guarantee shall not be affected by the fact
that it is not affixed to any particular Note.

                  Each of the  Subsidiary  Guarantors  hereby  agrees  that  its
Guarantee  set forth in  Section  12.01  shall  remain in full  force and effect
notwithstanding  any  failure  to  endorse  on  each  Note a  notation  of  such
Guarantee.

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

                  The   delivery  of  any  Note  by  the   Trustee,   after  the
authentication thereof hereunder, shall constitute due delivery of any Guarantee
set forth in this Indenture on behalf of each Subsidiary Guarantor.
<PAGE>
     SECTION 12.04. Release of a Subsidiary Guarantor.

                  (a) If no Default exists or would exist under this  Indenture,
upon  the  sale or  disposition  of all of the  Capital  Stock  of a  Subsidiary
Guarantor  by  the  Company  or a  Restricted  Subsidiary  of the  Company  in a
transaction  constituting  an  Asset  Sale the Net Cash  Proceeds  of which  are
applied in accordance with Section 4.16, or upon the  consolidation or merger of
a Subsidiary  Guarantor with or into any Person in compliance  with Article Five
(in each case,  other than to the  Company or an  Affiliate  of the Company or a
Restricted  Subsidiary),  such Subsidiary  Guarantor and each Subsidiary of such
Subsidiary  Guarantor  that is  also a  Subsidiary  Guarantor  shall  be  deemed
released  from all  obligations  under this Article  Twelve  without any further
action  required on the part of the Trustee or any  Holder;  provided,  however,
that each such  Subsidiary  Guarantor is sold or disposed of in accordance  with
this Indenture. Any Subsidiary Guarantor not so released or the entity surviving
such Subsidiary  Guarantor,  as applicable,  shall remain or be liable under its
Guarantee as provided in this Article Twelve.

                  (b)  The  Trustee  shall  deliver  an  appropriate  instrument
evidencing  the release of a Subsidiary  Guarantor  upon receipt of a request by
the Company or such Subsidiary Guarantor accompanied by an Officers' Certificate
and an Opinion of Counsel  certifying  as to the  compliance  with this  Section
12.04, provided the legal counsel delivering such Opinion of Counsel may rely as
to matters of fact on one or more Officers Certificates of the Company.

                  The Trustee shall execute any documents  reasonably  requested
by the Company or a  Subsidiary  Guarantor  in order to evidence  the release of
such Subsidiary  Guarantor from its obligations under its Guarantee  endorsed on
the Notes and under this Article Twelve.

                  Except as set forth in Articles Four and Five and this Section
12.04,  nothing contained in this Indenture or in any of the Notes shall prevent
any  consolidation or merger of a Subsidiary  Guarantor with or into the Company
or another  Subsidiary  Guarantor or shall prevent any sale or conveyance of the
property  of a  Subsidiary  Guarantor  as an  entirety  or  substantially  as an
entirety to the Company or another Subsidiary Guarantor.
<PAGE>
     SECTION 12.05. Waiver of Subrogation.

                  Until this  Indenture is  discharged  and all of the Notes are
discharged and paid in full, each Subsidiary Guarantor hereby irrevocably waives
and  agrees  not to  exercise  any  claim  or other  rights  which it may now or
hereafter  acquire  against the Company that arise from the existence,  payment,
performance or enforcement of the Company's  obligations under the Notes or this
Indenture and such Subsidiary  Guarantor's  obligations under this Guarantee and
this Indenture, in any such instance including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution,  indemnification, and any
right to participate in any claim or remedy of the Holders  against the Company,
whether or not such claim,  remedy or right arises in equity, or under contract,
statute  or common  law,  including,  without  limitation,  the right to take or
receive from the Company,  directly or indirectly,  in cash or other property or
by set-off or in any other manner,  payment or security on account of such claim
or other  rights.  If any amount  shall be paid to any  Subsidiary  Guarantor in
violation of the preceding  sentence and any amounts owing to the Trustee or the
Holders of Notes  under the Notes,  this  Indenture,  or any other  document  or
instrument delivered under or in connection with such agreements or instruments,
shall not have been paid in full,  such  amount  shall have been  deemed to have
been paid to such Subsidiary Guarantor for the benefit of, and held in trust for
the benefit of, the  Trustee or the Holders and shall  forthwith  be paid to the
Trustee for the benefit of itself or such  Holders to be credited and applied to
the  obligations  in favor of the  Trustee or the  Holders,  as the case may be,
whether  matured or unmatured,  in accordance  with the terms of this Indenture.
Each Subsidiary Guarantor  acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Indenture and that
the waiver set forth in this Section 12.05 is knowingly made in contemplation of
such benefits.

     SECTION 12.06. Immediate Payment.

                  Each Subsidiary  Guarantor agrees to make immediate payment to
the Trustee on behalf of the Holders of all Obligations  owing or payable to the
respective  Holders upon receipt of a demand for payment therefor by the Trustee
to such Subsidiary Guarantor in writing.
<PAGE>
     SECTION 12.07. No Set-Off.

                  Each payment to be made by a Subsidiary Guarantor hereunder in
respect of the  Obligations  shall be payable in the currency or  currencies  in
which such  Obligations  are  denominated,  and shall be made  without  set-off,
counterclaim, reduction or diminution of any kind or nature.

     SECTION 12.08. Obligations Absolute.

                  The obligations of each Subsidiary Guarantor hereunder are and
shall be absolute and  unconditional  and any monies or amounts  expressed to be
owing  or  payable  by each  Subsidiary  Guarantor  hereunder  which  may not be
recoverable from such Subsidiary  Guarantor on the basis of a Guarantee shall be
recoverable  from such  Subsidiary  Guarantor as a primary obligor and principal
debtor in respect thereof.

     SECTION 12.09. Obligations Continuing.

                  The obligations of each Subsidiary  Guarantor  hereunder shall
be  continuing  and  shall  remain  in  full  force  and  effect  until  all the
obligations  have been paid and  satisfied in full.  Each  Subsidiary  Guarantor
agrees  with the Trustee  that it will from time to time  deliver to the Trustee
suitable  acknowledgments  of this continued  liability  hereunder and under any
other  instrument  or  instruments  in such form as counsel to the  Trustee  may
advise  and as will  prevent  any  action  brought  against it in respect of any
default hereunder being barred by any statute of limitations now or hereafter in
force and, in the event of the failure of a  Subsidiary  Guarantor  so to do, it
hereby  irrevocably  appoints  the  Trustee  the  attorney  and  agent  of  such
Subsidiary Guarantor to make, execute and deliver such written acknowledgment or
acknowledgments  or other  instruments as may from time to time become necessary
or advisable,  in the judgment of the Trustee on the advice of counsel, to fully
maintain and keep in force the liability of such Subsidiary Guarantor hereunder.

     SECTION 12.10. Obligations Not Reduced.

                  The obligations of each Subsidiary  Guarantor  hereunder shall
not be satisfied, reduced or discharged solely by the payment of such principal,
premium,  if any, interest,  fees and other monies or amounts as may at any time
prior to discharge of this Indenture pursuant to Article 8 be or become owing or
payable under or by virtue of or otherwise in connection  with the Notes or this
Indenture.
<PAGE>
     SECTION 12.11. Obligations Reinstated.

                  The obligations of each Subsidiary  Guarantor  hereunder shall
continue to be effective or shall be  reinstated,  as the case may be, if at any
time any payment  which would  otherwise  have  reduced the  obligations  of any
Subsidiary  Guarantor hereunder (whether such payment shall have been made by or
on  behalf of the  Company  or by or on behalf  of a  Subsidiary  Guarantor)  is
rescinded or reclaimed from any of the Holders upon the insolvency,  bankruptcy,
liquidation  or  reorganization  of the Company or any  Subsidiary  Guarantor or
otherwise,  all as though  such  payment  had not been made.  If demand  for, or
acceleration  of the  time  for,  payment  by the  Company  is  stayed  upon the
insolvency,  bankruptcy,  liquidation or reorganization of the Company, all such
Indebtedness  otherwise  subject to demand for  payment  or  acceleration  shall
nonetheless be payable by each Subsidiary Guarantor as provided herein.

     SECTION 12.12. Obligations Not Affected.

                  The obligations of each Subsidiary  Guarantor  hereunder shall
not be affected,  impaired or diminished in any way by any act, omission, matter
or thing  whatsoever,  occurring  before,  upon or after any demand for  payment
hereunder (and whether or not known or consented to by any Subsidiary  Guarantor
or any of the Holders) which,  but for this provision,  might constitute a whole
or partial  defense to a claim  against any  Subsidiary  Guarantor  hereunder or
might operate to release or otherwise  exonerate any  Subsidiary  Guarantor from
any of its obligations  hereunder or otherwise affect such obligations,  whether
occasioned  by default of any of the Holders or  otherwise,  including,  without
limitation:

                  (a) any limitation of status or power, disability,  incapacity
         or other  circumstance  relating  to the  Company or any other  person,
         including  any  insolvency,  bankruptcy,  liquidation,  reorganization,
         readjustment,  composition, dissolution, winding up or other proceeding
         involving or affecting the Company or any other person;

                  (b) any irregularity,  defect,  unenforceability or invalidity
         in respect of any  indebtedness  or other  obligation of the Company or
         any other person under this Indenture,  the Notes or any other document
         or instrument;

                  (c) any failure of the Company,  whether or not without  fault
         on their part, to perform or comply with any of the  provisions of this
         Indenture  or the Notes,  or to give  notice  thereof  to a  Subsidiary
         Guarantor;
<PAGE>

                  (d) the taking or  enforcing or  exercising  or the refusal or
         neglect  to take or  enforce or  exercise  any right or remedy  from or
         against the Company or any other person or their  respective  assets or
         the release or discharge of any such right or remedy;

                  (e) the granting of time, renewals,  extensions,  compromises,
         concessions, waivers, releases, discharges and other indulgences to the
         Company or any other Person;

                  (f) any change in the time,  manner or place of payment of, or
         in any  other  term  of,  any of the  Notes,  or any  other  amendment,
         variation,  supplement,  replacement  or waiver  of, or any  consent to
         departure from, any of the Notes or this Indenture,  including, without
         limitation,  any  increase or decrease  in the  principal  amount of or
         premium, if any, or interest on any of the Notes;

                  (g)  any change in the ownership,   control, name, objects,
         businesses, assets, capital structure or constitution of the Company or
         a Subsidiary Guarantor;

                  (h)  any merger or amalgamation of the Company or a Subsidiary
         Guarantor with any Person or Persons;

                  (i)  the  occurrence  of  any  change  in  the  laws,   rules,
         regulations or ordinances of any  jurisdiction by any present or future
         action  of any  governmental  authority  or  court  amending,  varying,
         reducing or otherwise  affecting,  or purporting to amend, vary, reduce
         or otherwise  affect,  any of the  Obligations or the  obligations of a
         Subsidiary Guarantor under its Guarantee; and

                  (j)  any  other   circumstance,   including   release  of  the
         Subsidiary Guarantor pursuant to Section 12.04 (other than by complete,
         irrevocable  payment)  that  might  otherwise  constitute  a  legal  or
         equitable  discharge or defense of the Company under this  Indenture or
         the Notes or of a  Subsidiary  Guarantor  in respect  of its  Guarantee
         hereunder.
<PAGE>
     SECTION 12.13. Waiver.

                  Without in any way limiting the  provisions  of Section  11.01
hereof,  each Subsidiary  Guarantor  hereby waives notice of acceptance  hereof,
notice of any liability of any Subsidiary Guarantor  hereunder,  notice or proof
of reliance by the Holders  upon the  obligations  of any  Subsidiary  Guarantor
hereunder,  and  diligence,  presentment,  demand for  payment  on the  Company,
protest,  notice of dishonor or non-payment of any of the Obligations,  or other
notice or  formalities  to the Company or any  Subsidiary  Guarantor of any kind
whatsoever.

     SECTION 12.14. No Obligation To Take Action Against the Company.

                  Neither  the  Trustee  nor any  other  Person  shall  have any
obligation  to enforce or exhaust  any rights or  remedies  or to take any other
steps under any security for the Obligations or against the Company or any other
Person or any Property of the Company or any other Person  before the Trustee is
entitled to demand payment and  performance by any or all Subsidiary  Guarantors
of their  liabilities  and  obligations  under  their  Guarantees  or under this
Indenture.

     SECTION 12.15. Dealing with the Company and Others.

                  The  Holders,  without  releasing,  discharging,  limiting  or
otherwise  affecting in whole or in part the  obligations and liabilities of any
Subsidiary  Guarantor  hereunder  and  without  the  consent of or notice to any
Subsidiary Guarantor, may

                  (a)   grant   time,   renewals,    extensions,    compromises,
         concessions, waivers, releases, discharges and other indulgences to the
         Company or any other Person;

                  (b)  take or abstain from taking security or collateral from 
         the Company or from perfecting security or collateral of the Company;

                  (c)  release,  discharge,   compromise,  realize,  enforce  or
         otherwise  deal  with or do any act or  thing  in  respect  of (with or
         without  consideration)  any and all  collateral,  mortgages  or  other
         security  given by the Company or any third  party with  respect to the
         obligations or matters contemplated by this Indenture or the Notes;

                  (d)  accept compromises or arrangements from the Company;

                  (e) apply all monies at any time  received from the Company or
         from any security upon such part of the  Obligations as the Holders may
         see fit or change any such application in whole or in part from time to
         time as the Holders may see fit; and
<PAGE>
                  (f)  otherwise  deal with,  or waive or modify  their right to
         deal with,  the Company and all other  Persons and any  security as the
         Holders or the Trustee may see fit.

     SECTION 12.16. Default and Enforcement.

                  If any Subsidiary  Guarantor  fails to pay in accordance  with
Section 12.06 hereof,  the Trustee may proceed in its name as trustee  hereunder
in the  enforcement of the Guarantee of any such  Subsidiary  Guarantor and such
Subsidiary  Guarantor's  obligations  thereunder  and  hereunder  by any  remedy
provided by law, whether by legal proceedings or otherwise,  and to recover from
such Subsidiary Guarantor the obligations.

     SECTION 12.17. Amendment, Etc.

                  No amendment,  modification or waiver of any provision of this
Indenture  relating to any  Subsidiary  Guarantor or consent to any departure by
any Subsidiary Guarantor or any other Person from any such provision will in any
event be  effective  unless it is signed by such  Subsidiary  Guarantor  and the
Trustee.

     SECTION 12.18. Acknowledgment.

                  Each Subsidiary Guarantor hereby acknowledges communication of
the terms of this  Indenture  and the Notes and  consents to and approves of the
same.

     SECTION 12.19. Costs and Expenses.

                  Each  Subsidiary  Guarantor shall pay on demand by the Trustee
any and all costs, fees and expenses (including,  without limitation, legal fees
on a solicitor and client basis) incurred by the Trustee,  its agents,  advisors
and counsel or any of the Holders in  enforcing  any of their  rights  under any
Guarantee.

     SECTION 12.20. No Merger or Waiver; Cumulative Remedies.

                  No  Guarantee  shall  operate  by way of  merger of any of the
obligations  of a Subsidiary  Guarantor  under any other  agreement,  including,
without  limitation,  this  Indenture.  No failure to  exercise  and no delay in
exercising,  on the part of the Trustee or the Holders, any right, remedy, power
<PAGE>
or privilege  hereunder or under the Indenture or the Notes,  shall operate as a
waiver thereof;  nor shall any single or partial exercise of any right,  remedy,
power or privilege  hereunder or under this  Indenture or the Notes preclude any
other or further  exercise  thereof or the exercise of any other right,  remedy,
power or privilege. The rights, remedies, powers and privileges in the Guarantee
and under this Indenture, the Notes and any other document or instrument between
a Subsidiary Guarantor and/or the Company and the Trustee are cumulative and not
exclusive of any rights, remedies, powers and privilege provided by law.

     SECTION 12.21. Survival of Obligations.

                  Without  prejudice  to  the  survival  of  any  of  the  other
obligations of each  Subsidiary  Guarantor  hereunder,  the  obligations of each
Subsidiary  Guarantor  under  Section 12.01 shall survive the payment in full of
the  Obligations  and shall be  enforceable  against such  Subsidiary  Guarantor
without regard to and without  giving effect to any defense,  right of offset or
counterclaim  available  to or  which  may be  asserted  by the  Company  or any
Subsidiary Guarantor.

     SECTION 12.22. Guarantee in Addition to Other Obligations.

                  The  obligations  of  each  Subsidiary   Guarantor  under  its
Guarantee and this Indenture are in addition to and not in substitution  for any
other  obligations  to the  Trustee or to any of the Holders in relation to this
Indenture or the Notes and any guarantees or security at any time held by or for
the benefit of any of them.

     SECTION 12.23. Severability.

                  Any  provision of this Article  Twelve which is  prohibited or
unenforceable in any jurisdiction shall not invalidate the remaining  provisions
and any such  prohibition  or  unenforceability  in any  jurisdiction  shall not
invalidate  or render  unenforceable  such  provision in any other  jurisdiction
unless its  removal  would  substantially  defeat the basic  intent,  spirit and
purpose of this Indenture and this Article Twelve.

     SECTION 12.24. Successors and Assigns.

                  Each Guarantee  shall be binding upon and inure to the benefit
of each  Subsidiary  Guarantor  and the Trustee and the other  Holders and their
respective successors and permitted assigns, except that no Subsidiary Guarantor
may assign any of its obligations hereunder or thereunder.


                                ARTICLE THIRTEEN


                             [INTENTIONALLY OMITTED]




<PAGE>


                                   SIGNATURES


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

                                        MAGNUM HUNTER RESOURCES, INC.


                                     By:____________________________
                                           Name:
                                           Title:


                                        MAGNUM HUNTER PRODUCTION, INC.,
                                        as Guarantor

  
                                     By:____________________________
                                           Name:
                                           Title:


                                       GRUY PETROLEUM MANAGEMENT COMPANY,
                                       as Guarantor

  
                                     By:____________________________
                                           Name:
                                           Title:


                                        HUNTER GAS GATHERING, INC.,
                                         as Guarantor


                                      By:____________________________
                                          Name:
                                          Title:


                                        RAMPART PETROLEUM, INC., as
                                        Guarantor


                                      By:____________________________
                                           Name:
                                           Title:

<PAGE>
                                        CONMAG ENERGY CORPORATION,
                                        as Guarantor


                                      By:____________________________
                                           Name:
                                           Title:


                                        FIRST UNION NATIONAL BANK OF 
                                        NORTH CAROLINA, as Trustee


                                      By:____________________________
                                            Name:
                                            Title:




<PAGE>


                                    EXHIBIT A


                                 CUSIP No.: [ ]


                          MAGNUM HUNTER RESOURCES, INC.
                       10% SENIOR NOTE DUE 2007, SERIES A


No. [         ]                                              $[ ]

     MAGNUM HUNTER RESOURCES,  INC., a Nevada  corporation (the "Company," which
term includes any successor  entities),  for value  received  promises to pay to
CEDE & CO. or  registered  assigns the  principal  sum of [ ] Dollars on June 1,
2007.

     Interest Payment Dates: June 1 and December 1, commencing December 1, 1997

     Record Dates: May 15 and November 15

     Reference is made to the further  provisions of this Note contained herein,
which will for all purposes have the same effect as if set forth at this place.

     IN WITNESS WHEREOF,  the Company has caused this Note to be signed manually
or by facsimile by its duly authorized officers and a facsimile of its corporate
seal to be affixed hereto or imprinted hereon.

                         MAGNUM HUNTER RESOURCES, INC.


                         By:____________________________
                                      Name:
                                     Title:
Dated:

Certificate of Authentication

     This is one of the 10% Senior  Notes due 2007,  Series A referred to in the
within-mentioned Indenture.

                          FIRST UNION NATIONAL BANK OF
                           NORTH CAROLINA, as Trustee

                        By:_____________________________
                            Authorized Signatory

Date of Authentication:


<PAGE>


                              (REVERSE OF SECURITY)

                       10% Senior Note due 2007, Series A


     (1) Interest.  MAGNUM HUNTER  RESOURCES,  INC., a Nevada  corporation  (the
"Company"), promises to pay interest on the principal amount of this Note at the
rate per annum  shown  above.  Interest  on the Notes will  accrue from the most
recent date on which  interest  has been paid or, if no interest  has been paid,
from May 29, 1997.  The Company will pay  interest  semi-annually  in arrears on
each  Interest  Payment  Date,  commencing  December 1, 1997.  Interest  will be
computed on the basis of a 360-day year of twelve 30-day months and, in the case
of a partial month, the actual number of days elapsed.

     The  Company  shall  pay  interest  on  overdue  principal  and on  overdue
installments  of  interest  from time to time on demand at the rate borne by the
Notes and on overdue  installments of interest (without regard to any applicable
grace periods) to the extent lawful.

     (2) Method of Payment.  The Company shall pay interest on the Notes (except
defaulted  interest) to the Persons who are the registered  Holders at the close
of business on the Record Date  immediately  preceding the Interest Payment Date
even if the Notes are cancelled on  registration  of transfer or registration of
exchange   (including   pursuant  to  an  Exchange  Offer  (as  defined  in  the
Registration  Rights  Agreement)) after such Record Date. Holders must surrender
Notes to a Paying Agent to collect  principal  payments.  The Company  shall pay
principal and interest in money of the United States that at the time of payment
is legal tender for payment of public and private debts ("U.S.  Legal  Tender").
However,  the Company may pay  principal  and interest by their check payable in
such U.S. Legal Tender. The Company may deliver any such interest payment to the
Paying Agent or to a Holder at the Holder's registered address.

     (3) Paying Agent and  Registrar.  Initially,  First Union  National Bank of
North  Carolina  (the  "Trustee")  will act as Paying Agent and  Registrar.  The
Company may change any Paying Agent, Registrar or co-Registrar without notice to
the Holders.

     (4) Indenture. The Company issued the Notes under an Indenture, dated as of
May 29, 1997 (the "Indenture"), among the Company, the Subsidiary Guarantors and
the Trustee. This Note is one of a duly authorized issue of Initial Notes of the
Company  designated  as its 10% Senior  Notes due 2007,  Series A (the  "Initial
Notes").  The Notes are limited in aggregate  principal  amount to $140,000,000.
The Notes include the Initial Notes and the Exchange  Notes,  as defined  below,
issued in exchange for the Initial  Notes  pursuant to the  Registration  Rights
<PAGE>
Agreement.  The  Initial  Notes and the  Exchange  Notes are treated as a single
class of securities  under the Indenture.  Capitalized  terms herein are used as
defined in the Indenture unless otherwise defined herein. The terms of the Notes
include  those stated in the  Indenture  and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S. Code ss.ss.  77aaa-77bbbb)
(the "TIA"), as in effect on the date of the Indenture. Notwithstanding anything
to the contrary herein,  the Notes are subject to all such terms, and Holders of
Notes are referred to the  Indenture  and said Act for a statement of them.  The
Notes are general unsecured obligations of the Company.  Payment on each Note is
guaranteed on a senior basis by the Subsidiary Guarantors pursuant to Article 12
of the Indenture. Each Holder, by accepting a Note, agrees to be bound by all of
the terms and provisions of the Indenture,  as the same may be amended from time
to time in accordance with its terms.

     (5) Redemption.  The Notes will be redeemable,  at the Company's option, in
whole at any time or in part from time to time, on and after June 1, 2002,  upon
not less  than 30 nor more than 60 days'  notice,  at the  following  Redemption
Prices  (expressed as percentages of the principal  amount  thereof) if redeemed
during  the  twelve-month  period  commencing  on June 1 of the  years set forth
below,  plus, in each case,  accrued  interest,  if any,  thereon to the date of
redemption:

                  Year                        Percentage

                  2002....................     105.000%
                  2003....................     103.333%
                  2004....................     101.667%
                  2005 and thereafter.....     100.000%

     At any time, or from time to time, on or prior to June 1, 2000, the Company
may, at its option, use all or a portion of the net cash proceeds of one or more
Equity  Offerings to redeem up to 35% of the aggregate  principal  amount of the
Notes  originally  issued at a redemption  price equal to 110% of the  aggregate
principal  amount of the Notes to be redeemed,  plus accrued  interest,  if any,
thereon to the date of redemption;  provided,  however, that at least 65% of the
aggregate  principal  amount  of Notes  originally  issued  remains  outstanding
immediately  after giving effect to any such redemption.  In order to effect the
foregoing redemption with the proceeds of any Equity Offering, the Company shall
make such  redemption not more than 60 days after the  consummation  of any such
Equity Offering.
<PAGE>
     (6) Notice of Redemption.  Notice of redemption  will be mailed at least 30
days but not more than 60 days  before  the  Redemption  Date to each  Holder of
Notes to be redeemed at such Holder's registered address. Notes in denominations
larger than $1,000 may be redeemed in part.

     Except as set forth in the  Indenture,  if monies for the redemption of the
Notes called for redemption  shall have been deposited with the Paying Agent for
redemption on such Redemption  Date,  then,  unless the Company  defaults in the
payment of such Redemption Price plus accrued interest, if any, the Notes called
for redemption  will cease to bear interest from and after such  Redemption Date
and the only right of the  Holders  of such Notes will be to receive  payment of
the Redemption Price plus accrued interest, if any.

     (7) Offers to Purchase.  Sections  4.15 and 4.16 of the  Indenture  provide
that,  after  certain  Asset  Sales (as defined in the  Indenture)  and upon the
occurrence of a Change of Control (as defined in the Indenture),  and subject to
further  limitations  contained  therein,  the  Company  will  make an  offer to
purchase  certain  amounts of the Notes in accordance  with the  procedures  set
forth in the Indenture.

     (8)  Registration  Rights.  Pursuant to the  Registration  Rights Agreement
among the Company,  the Subsidiary  Guarantors and the Initial  Purchasers,  the
Company  and the  Subsidiary  Guarantors  will be  obligated  to  consummate  an
exchange offer pursuant to which the Holder of this Note shall have the right to
exchange this Note for the  Company's  10% Senior Notes due 2007,  Series B (the
"Exchange Notes"),  which have been registered under the Securities Act, in like
principal  amount and having terms  identical  in all  material  respects as the
Initial  Notes.  The Holders of the  Initial  Notes shall be entitled to receive
certain  additional  interest  payments in the event such exchange  offer is not
consummated and upon certain other conditions, all pursuant to and in accordance
with the terms of the Registration Rights Agreement.

     (9) Denominations;  Transfer;  Exchange.  The Notes are in registered form,
without   coupons,   and  (except  Notes  issued  as  payment  of  Interest)  in
denominations  of $1,000  and  integral  multiples  of  $1,000.  A Holder  shall
register the transfer of or exchange Notes in accordance with the Indenture. The
Registrar  may require a Holder,  among  other  things,  to furnish  appropriate
endorsements and transfer documents and to pay certain transfer taxes or similar
governmental  charges  payable  in  connection  therewith  as  permitted  by the
Indenture.  The  Registrar  need not register the transfer of or exchange of any
Notes or portions thereof selected for redemption.
<PAGE>
     (10)  Persons  Deemed  Owners.  The  registered  Holder of a Note  shall be
treated as the owner of it for all purposes.

     (11)  Unclaimed  Money.  If money for the payment of  principal or interest
remains  unclaimed  for one year,  the Trustee and the Paying Agent will pay the
money back to the  Company.  After that,  all  liability of the Trustee and such
Paying Agent with respect to such money shall cease.

     (12) Discharge Prior to Redemption or Maturity.  If the Company at any time
deposit  with the  Trustee  U.S.  Legal  Tender or U.S.  Government  Obligations
sufficient  to pay the  principal of and interest on the Notes to  redemption or
maturity and comply with the other provisions of the Indenture relating thereto,
the Company will be discharged from certain  provisions of the Indenture and the
Notes (including certain covenants, but including,  under certain circumstances,
their  obligation  to pay the principal of and interest on the Notes but without
affecting the rights of the Holders to receive such amounts from such deposits).

     (13) Amendment; Supplement; Waiver. Subject to certain exceptions set forth
in the Indenture, the Indenture or the Notes may be amended or supplemented with
the  written  consent of the  Holders of not less than a majority  in  aggregate
principal amount of the Notes then outstanding, and any past Default or Event of
Default or  noncompliance  with any  provision  may be waived  with the  written
consent of the Holders of not less than a majority in aggregate principal amount
of the Notes then outstanding.  Without notice to or consent of any Holder,  the
parties  thereto may amend or  supplement  the  Indenture or the Notes to, among
other  things,  cure  any  ambiguity,  defect  or  inconsistency,   provide  for
uncertificated  Notes in addition to or in place of certificated  Notes,  comply
with any  requirements  of the  Commission  in order to effect or  maintain  the
qualification  of the Indenture under the TIA or comply with Article Five of the
Indenture or make any other change that does not adversely  affect the rights of
any Holder of a Note.

     (14) Restrictive  Covenants.  The Indenture imposes certain  limitations on
the ability of the  Company  and the  Restricted  Subsidiaries  to,  among other
things, incur additional Indebtedness, make payments in respect of their Capital
Stock or certain Indebtedness,  make certain Investments, create or incur liens,
enter into  transactions  with  Affiliates,  create  dividend  or other  payment
restrictions affecting Restricted  Subsidiaries,  issue Preferred Stock of their
Restricted Subsidiaries,  and on the ability of the Company and their Restricted
Subsidiaries  to merge or  consolidate  with any other  Person or sell,  assign,
transfer,  lease, convey or otherwise dispose of all or substantially all of the
Company's  and  their  Restricted  Subsidiaries'  assets  or  adopt  a  plan  of
liquidation.   Such   limitations   are   subject  to  a  number  of   important
qualifications  and exceptions.  Pursuant to Section 4.06 of the Indenture,  the
Company must annually report to the Trustee on compliance with such limitations.
<PAGE>
     (15)  Successors.   When  a  successor  assumes,  in  accordance  with  the
Indenture,  all the  obligations  of its  predecessor  under  the  Notes and the
Indenture, the predecessor, subject to certain exceptions, will be released from
those obligations.

     (16) Defaults and  Remedies.  Except as set forth in the  Indenture,  if an
Event of Default  occurs and is  continuing,  the  Trustee or the Holders of not
less than 25% in principal  amount of Notes then outstanding may declare all the
Notes to be due and  payable  in the  manner,  at the  time and with the  effect
provided in the Indenture. Holders of Notes may not enforce the Indenture or the
Notes  except as provided in the  Indenture.  The  Trustee is not  obligated  to
enforce the Indenture or the Notes unless it has received  indemnity  reasonably
satisfactory  to it. The  Indenture  permits,  subject  to  certain  limitations
therein  provided,  Holders of a majority in aggregate  principal  amount of the
Notes then  outstanding  to direct the  Trustee in its  exercise of any trust or
power.  The Trustee may withhold from Holders of Notes notice of any  continuing
Default  or Event of  Default  (except a Default  in  payment  of  principal  or
interest when due, for any reason or a Default in  compliance  with Article Five
of the Indenture) if it determines that withholding notice is in their interest.

     (17) Trustee Dealings with Company. The Trustee under the Indenture, in its
individual or any other  capacity,  may become the owner or pledgee of Notes and
may otherwise  deal with the Company,  their  Subsidiaries  or their  respective
Affiliates as if it were not the Trustee.

     (18) No Recourse Against Others. No partner, director, officer, employee or
stockholder, as such, of the Company or any Subsidiary Guarantor, as such, shall
have  any  liability  for  any  obligations  of the  Company  or any  Subsidiary
Guarantor  under the Notes,  the Indenture,  the Guarantees or the  Registration
Rights Agreement or for any claim based on, in respect of, or by reason of, such
obligations or their  creation.  Each Holder of Notes by accepting a Note waives
and  releases  all  such  liability.  The  waiver  and  release  are part of the
consideration for the issuance of the Notes.

     (19)  Guarantees.  This Note will be  entitled  to the  benefits of certain
Guarantees,  if any,  made for the benefit of the  Holders.  Reference is hereby
made to the Indenture for a statement of the respective  rights,  limitations of
rights,  duties and  obligations  thereunder of the Subsidiary  Guarantors,  the
Trustee and the Holders.
<PAGE>
     (20)  Authentication.  This Note  shall not be valid  until the  Trustee or
Authenticating  Agent manually signs the certificate of  authentication  on this
Note.

     (21)  Governing  Law. This Note and the Indenture  shall be governed by and
construed in  accordance  with the laws of the State of New York,  as applied to
contracts  made and performed  within the State of New York,  without  regard to
principles of conflict of laws.  Each of the parties  hereto agrees to submit to
the  jurisdiction  of the  courts  of the  State  of New York in any  action  or
proceeding arising out of or relating to this Note.

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

     (23)  CUSIP  Numbers.  Pursuant  to a  recommendation  promulgated  by  the
Committee on Uniform Security Identification  Procedures, the Company has caused
CUSIP numbers to be printed on the Notes as a convenience  to the Holders of the
Notes. No  representation  is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification numbers
printed hereon.

     The Company will  furnish to any Holder of a Note upon written  request and
without  charge  a copy  of the  Indenture,  which  has the  text of this  Note.
Requests may be made to: Magnum  Hunter  Resources,  Inc.,  600 East Las Colinas
Blvd., Suite 1200, Irving, Texas 75039.



<PAGE>


                                 ASSIGNMENT FORM


     If you the Holder want to assign this Note, fill in the form below and have
your signature guaranteed:

I or we assign and transfer this Note to:

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

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

---------------------------------------------------------------  
(Print  or type  name,  address  and zip code  and  social  security  or tax ID
number  of assignee) and  irrevocably  appoint   ______________________________,
agent  to  transfer this  Note on  the  books  of  the Company.  The  agent may
substitute another to act for him.


Dated: _____________________  Signed:___________________________
                                     (Sign exactly as your name appears
                                      on the other side of this Note)

Signature Guarantee:___________________________________________

                  In connection  with any transfer of this Note occurring  prior
to the date  which is the  earlier  of (i) the  date of the  declaration  by the
Commission of the effectiveness of a registration statement under the Securities
Act of 1933, as amended (the  "Securities  Act")  covering  resales of this Note
(which  effectiveness shall not have been suspended or terminated at the date of
the  transfer) and (ii) [ ], the  undersigned  confirms that it has not utilized
any general solicitation or general advertising in connection with the transfer:



<PAGE>


     [Check One]

     (1) __ to the Company or a subsidiary thereof; or

     (2) __ pursuant to and in  compliance  with Rule 144A under the  Securities
            Act of 1933, as amended; or

     (3) __ to an  institutional  "accredited  investor"  (as  defined  in  Rule
            501(a)(1),  (2), (3) or (7) under the  Securities  Act of 1933, as 
            amended) that has furnished to the Trustee a signed letter
            containing certain  representations  and agreements  (the  form   of
            which letter can be obtained from the Trustee); or

     (4) __ outside the United states to a "foreign  person" in compliance  with
            Rule 904  of  Regulation  S  under  the Securities Act   of 1933, as
            amended; or

     (5) __ pursuant to the  exemption  from  registration  provided by Rule 144
            under the Securities Act of 1933, as amended; or

     (6) __ pursuant to an effective registration statement under the Securities
            Act of 1933, as amended; or

     (7) __  pursuant  to  another  available  exemption  from the  registration
             requirements of the Securities Act of 1933, as amended.

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

         o        The transferee is an Affiliate of the Company.

Unless one of the items is checked,  the Trustee  will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered Holder thereof; provided,  however, that if item (3), (4), (5) or (7)
is checked,  the Company or the Trustee may require,  prior to  registering  any
such  transfer  of the  Notes,  in their sole  discretion,  such  written  legal
opinions,  certifications (including an investment letter in the case of box (3)
or (4)) and other  information  as the  Trustee or the Company  have  reasonably
requested to confirm that such  transfer is being made  pursuant to an exemption
from, or in a transaction not subject to, the  registration  requirements of the
Securities Act of 1933, as amended.
<PAGE>
                  If none of the  foregoing  items are  checked,  the Trustee or
Registrar shall not be obligated to register this Note in the name of any person
other  than the  Holder  hereof  unless  and  until the  conditions  to any such
transfer of  registration  set forth herein and in Section 2.17 of the Indenture
shall have been satisfied.

Dated: _____________________  Signed:___________________________
                                     (Sign exactly as your name appears
                                     on the other side of this Note)

Signature Guarantee:___________________________________________


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

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

     Dated:  __________________  _______________________________
             NOTICE:  To be executed by an executive officer


<PAGE>


                                    EXHIBIT B


                                 CUSIP No.: [ ]

                          MAGNUM HUNTER RESOURCES, INC.
                       10% SENIOR NOTE DUE 2007, SERIES B

No. [         ]                                                           $[ ]

     MAGNUM HUNTER RESOURCES,  INC., a Nevada  corporation (the "Company," which
term includes any successor entities), for value received promises to pay to [ ]
or registered assigns the principal sum of [ ] Dollars on June 1, 2007.

     Interest Payment Dates: June 1 and December 1, commencing December 1, 1997

     Record Dates: May 15 and November 15

     Reference is made to the further  provisions of this Note contained herein,
which will for all purposes have the same effect as if set forth at this place.

     IN WITNESS WHEREOF,  the Company has caused this Note to be signed manually
or by facsimile by its duly authorized officers and a facsimile of its corporate
seal to be affixed hereto or imprinted hereon.

                          MAGNUM HUNTER RESOURCES, INC.


                        By: ____________________________
                             Name:
                             Title:
Dated:

Certificate of Authentication

     This is one of the 10% Senior  Notes due 2007,  Series B referred to in the
within-mentioned Indenture.


                          FIRST UNION NATIONAL BANK OF
                           NORTH CAROLINA, as Trustee

                        By:______________________________
                              Authorized Signatory

Date of Authentication:


<PAGE>


                              (REVERSE OF SECURITY)

                       10% Senior Note due 2007, Series B


     (1) Interest.  MAGNUM HUNTER  RESOURCES,  INC., a Nevada  corporation  (the
"Company"), promises to pay interest on the principal amount of this Note at the
rate per annum  shown  above.  Interest  on the Notes will  accrue from the most
recent date on which  interest  has been paid or, if no interest  has been paid,
from May 29, 1997.  The Company will pay  interest  semi-annually  in arrears on
each  Interest  Payment  Date,  commencing  December 1, 1997.  Interest  will be
computed on the basis of a 360-day year of twelve 30-day months and, in the case
of a partial month, the actual number of days elapsed.

     The  Company  shall  pay  interest  on  overdue  principal  and on  overdue
installments  of  interest  from time to time on demand at the rate borne by the
Notes and on overdue  installments of interest (without regard to any applicable
grace periods) to the extent lawful.

     (2) Method of Payment.  The Company shall pay interest on the Notes (except
defaulted  interest) to the Persons who are the registered  Holders at the close
of business on the Record Date  immediately  preceding the Interest Payment Date
even if the Notes are cancelled on  registration  of transfer or registration of
exchange after such Record Date.  Holders must surrender Notes to a Paying Agent
to collect principal  payments.  The Company shall pay principal and interest in
money of the  United  States  that at the time of  payment  is legal  tender for
payment of public and private debts ("U.S. Legal Tender").  However, the Company
may pay principal and interest by their check payable in such U.S. Legal Tender.
The Company may deliver any such  interest  payment to the Paying  Agent or to a
Holder at the Holder's registered address.

     (3) Paying Agent and  Registrar.  Initially,  First Union  National Bank of
North  Carolina  (the  "Trustee")  will act as Paying Agent and  Registrar.  The
Company may change any Paying Agent, Registrar or co-Registrar without notice to
the Holders.

     (4) Indenture. The Company issued the Notes under an Indenture, dated as of
May 29, 1997 (the "Indenture"), among the Company, the Subsidiary Guarantors and
the Trustee.  This Note is one of a duly  authorized  issue of Exchange Notes of
the Company designated as its 10% Senior Notes due 2007, Series B (the "Exchange
Notes").  The Notes are limited in aggregate  principal  amount to $140,000,000.
The Notes include the 10% Notes due 2007 (the "Initial  Notes") and the Exchange
<PAGE>
Notes,  issued in exchange for the Initial  Notes  pursuant to the  Registration
Rights  Agreement.  The Initial  Notes and the  Exchange  Notes are treated as a
single class of securities  under the  Indenture.  Capitalized  terms herein are
used as defined in the Indenture unless otherwise  defined herein.  The terms of
the Notes  include  those  stated in the  Indenture  and those  made part of the
Indenture by reference to the Trust  Indenture  Act of 1939 (15 U.S. Code ss.ss.
77aaa-77bbbb)  (the  "TIA"),  as  in  effect  on  the  date  of  the  Indenture.
Notwithstanding  anything to the contrary  herein,  the Notes are subject to all
such terms,  and Holders of Notes are referred to the Indenture and said Act for
a statement of them. The Notes are general unsecured obligations of the Company.
Payment  on  each  Note  is  guaranteed  on a  senior  basis  by the  Subsidiary
Guarantors pursuant to Article 12 of the Indenture.  Each Holder, by accepting a
Note, agrees to be bound by all of the terms and provisions of the Indenture, as
the same may be amended from time to time in accordance with its terms.

     (5) Redemption.  The Notes will be redeemable,  at the Company's option, in
whole at any time or in part from time to time, on and after June 1, 2002,  upon
not less  than 30 nor more than 60 days'  notice,  at the  following  Redemption
Prices  (expressed as percentages of the principal  amount  thereof) if redeemed
during  the  twelve-month  period  commencing  on June 1 of the  years set forth
below,  plus, in each case,  accrued  interest,  if any,  thereon to the date of
redemption:

                  Year                             Percentage

                  2002............................ 105.000%
                  2003............................ 103.333%
                  2004............................ 101.667%
                  2005 and thereafter............. 100.000%

                  At any  time,  or from  time to  time,  on or prior to June 1,
2000,  the  Company  may,  at its  option,  use all or a portion of the net cash
proceeds of one or more Equity  Offerings  to redeem up to 35% of the  aggregate
principal amount of the Notes  originally  issued at a redemption price equal to
110% of the aggregate principal amount of the Notes to be redeemed, plus accrued
interest, if any, thereon to the date of redemption;  provided, however, that at
least 65% of the aggregate  principal amount of Notes originally  issued remains
outstanding immediately after giving effect to any such redemption.  In order to
effect the foregoing  redemption with the proceeds of any Equity  Offering,  the
Company shall make such redemption not more than 60 days after the  consummation
of any such Equity Offering.

                  (6) Notice of Redemption.  Notice of redemption will be mailed
at least 30 days but not more than 60 days  before the  Redemption  Date to each
Holder of Notes to be redeemed at such  Holder's  registered  address.  Notes in
denominations larger than $1,000 may be redeemed in part.
<PAGE>
                  Except  as set  forth  in the  Indenture,  if  monies  for the
redemption of the Notes called for redemption shall have been deposited with the
Paying Agent for redemption on such Redemption  Date,  then,  unless the Company
defaults in the payment of such Redemption Price plus accrued interest,  if any,
the Notes called for redemption  will cease to bear interest from and after such
Redemption  Date and the only  right of the  Holders  of such  Notes  will be to
receive payment of the Redemption Price plus accrued interest, if any.

                  (7)  Offers  to  Purchase.  Sections  4.15  and  4.16  of  the
Indenture  provide that, after certain Asset Sales (as defined in the Indenture)
and upon the  occurrence  of a Change of Control (as defined in the  Indenture),
and subject to further limitations  contained therein,  the Company will make an
offer to purchase certain amounts of the Notes in accordance with the procedures
set forth in the Indenture.

                  (8)  Denominations;  Transfer;  Exchange.  The  Notes  are  in
registered  form,  without  coupons,  and  (except  Notes  issued as  payment of
Interest) in denominations of $1,000 and integral  multiples of $1,000. A Holder
shall  register  the  transfer  of or  exchange  Notes  in  accordance  with the
Indenture.  The Registrar may require a Holder,  among other things,  to furnish
appropriate  endorsements  and transfer  documents  and to pay certain  transfer
taxes or  similar  governmental  charges  payable  in  connection  therewith  as
permitted by the  Indenture.  The Registrar need not register the transfer of or
exchange of any Notes or portions thereof selected for redemption.

                  (9)      Persons Deemed Owners.  The  registered  Holder  of a
Note shall be treated as the owner of it for all purposes.

                  (10) Unclaimed Money. If money for the payment of principal or
interest  remains  unclaimed for one year, the Trustee and the Paying Agent will
pay the money back to the Company.  After that, all liability of the Trustee and
such Paying Agent with respect to such money shall cease.

                  (11) Discharge Prior to Redemption or Maturity. If the Company
at any time  deposit  with the  Trustee  U.S.  Legal  Tender or U.S.  Government
Obligations  sufficient  to pay the  principal  of and  interest on the Notes to
redemption  and  comply  with the other  provisions  of the  Indenture  relating
thereto, the Company will be discharged from certain provisions of the Indenture
and  the  Notes  (including   certain   covenants,   including,   under  certain
circumstances,  their  obligation  to pay the  principal  of and interest on the
Notes but without  affecting  the rights of the Holders to receive  such amounts
from such deposit).
<PAGE>
                  (12)  Amendment;   Supplement;   Waiver.  Subject  to  certain
exceptions set forth in the Indenture, the Indenture or the Notes may be amended
or  supplemented  with the  written  consent  of the  Holders of not less than a
majority in aggregate  principal amount of the Notes then  outstanding,  and any
past  Default or Event of Default or  noncompliance  with any  provision  may be
waived  with the  written  consent of the Holders of not less than a majority in
aggregate  principal amount of the Notes then outstanding.  Without notice to or
consent of any Holder, the parties thereto may amend or supplement the Indenture
or  the  Notes  to,  among  other  things,   cure  any   ambiguity,   defect  or
inconsistency,  provide for  uncertificated  Notes in addition to or in place of
certificated  Notes,  comply with any requirements of the Commission in order to
effect or maintain the  qualification  of the Indenture  under the TIA or comply
with  Article  Five of the  Indenture  or make any  other  change  that does not
adversely affect the rights of any Holder of a Note.

                  (13)  Restrictive  Covenants.  The Indenture  imposes  certain
limitations  on the ability of the Company and the Restricted  Subsidiaries  to,
among other things, incur additional  Indebtedness,  make payments in respect of
their Capital Stock or certain Indebtedness, make certain Investments, create or
incur liens,  enter into transactions with Affiliates,  create dividend or other
payment restrictions affecting Restricted Subsidiaries, issue Preferred Stock of
their  Restricted  Subsidiaries,  and on the  ability of the  Company  and their
Restricted  Subsidiaries to merge or consolidate  with any other Person or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of the Company's and their  Restricted  Subsidiaries'  assets or adopt a plan of
liquidation.   Such   limitations   are   subject  to  a  number  of   important
qualifications  and exceptions.  Pursuant to Section 4.06 of the Indenture,  the
Company must annually report to the Trustee on compliance with such limitations.

                  (14) Successors.  When a successor assumes, in accordance with
the Indenture,  all the obligations of its  predecessor  under the Notes and the
Indenture, the predecessor, subject to certain exceptions, will be released from
those obligations.

                  (15)  Defaults  and  Remedies.  Except  as  set  forth  in the
Indenture,  if an Event of Default occurs and is continuing,  the Trustee or the
Holders of not less than 25% in principal  amount of Notes then  outstanding may
declare all the Notes to be due and payable in the manner,  at the time and with
the effect  provided  in the  Indenture.  Holders of Notes may not  enforce  the
<PAGE>
Indenture or the Notes except as provided in the  Indenture.  The Trustee is not
obligated to enforce the Indenture or the Notes unless it has received indemnity
reasonably  satisfactory  to it.  The  Indenture  permits,  subject  to  certain
limitations  therein  provided,  Holders of a majority  in  aggregate  principal
amount of the Notes then  outstanding  to direct the Trustee in its  exercise of
any trust or power. The Trustee may withhold from Holders of Notes notice of any
continuing Default or Event of Default (except a Default in payment of principal
or interest  when due,  for any reason or a Default in  compliance  with Article
Five of the  Indenture) if it  determines  that  withholding  notice is in their
interest.

                  (16) Trustee Dealings with the Company.  The Trustee under the
Indenture,  in its  individual  or any other  capacity,  may become the owner or
pledgee of Notes and may otherwise deal with the Company,  their Subsidiaries or
their respective Affiliates as if it were not the Trustee.

                  (17)  No  Recourse  Against  Others.  No  partner,   director,
officer,  employee or  stockholder,  as such,  of the Company or any  Subsidiary
Guarantor,  as such, shall have any liability for any obligations of the Company
or any Subsidiary  Guarantor under the Notes,  the Indenture,  the Guarantees or
the  Registration  Rights Agreement or for any claim based on, in respect of, or
by reason  of,  such  obligations  or their  creation.  Each  Holder of Notes by
accepting a Note waives and releases all such liability.  The waiver and release
are part of the consideration for the issuance of the Notes.

                  (18) Guarantees. This Note will be entitled to the benefits of
certain  Guarantees,  if any, made for the benefit of the Holders.  Reference is
hereby  made  to  the  Indenture  for a  statement  of  the  respective  rights,
limitations  of rights,  duties and  obligations  thereunder  of the  Subsidiary
Guarantors, the Trustee and the Holders.

                  (19)     Authentication.  This Note shall not be  valid  until
the  Trustee  or  Authenticating  Agent  manually  signs  the   certificate   of
authentication on this Note.

                  (20)  Governing  Law.  This  Note and the  Indenture  shall be
governed by and construed in accordance  with the laws of the State of New York,
as applied to contracts made and performed within the State of New York, without
regard to principles of conflict of laws.  Each of the parties  hereto agrees to
submit to the  jurisdiction of the courts of the State of New York in any action
or proceeding arising out of or relating to this Note.
<PAGE>
                  (21) Abbreviations and Defined Terms. Customary  abbreviations
may be used in the name of a Holder of a Note or an  assignee,  such as: TEN COM
(= tenants in common),  TEN ENT (= tenants by the  entireties),  JT TEN (= joint
tenants  with  right of  survivorship  and not as tenants  in  common),  CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

                  (22) CUSIP Numbers.  Pursuant to a recommendation  promulgated
by the Committee on Uniform Security Identification  Procedures, the Company has
caused CUSIP numbers to be printed on the Notes as a convenience  to the Holders
of the Notes.  No  representation  is made as to the accuracy of such numbers as
printed on the Notes and reliance may be placed only on the other identification
numbers printed hereon.

     The Company will  furnish to any Holder of a Note upon written  request and
without  charge  a copy  of the  Indenture,  which  has the  text of this  Note.
Requests may be made to: Magnum  Hunter  Resources,  Inc.,  600 East Las Colinas
Blvd., Suite 1200, Irving, Texas 75039.



<PAGE>


                                 ASSIGNMENT FORM


                  If you the Holder want to assign  this Note,  fill in the form
below and have your signature guaranteed:

I or we assign and transfer this Note to:

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

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

---------------------------------------------------------------
Print or type name, address and zip code and social security or tax ID number of
assignee)   and  irrevocably  appoint   _______________________________________,
agent  to  transfer  this  Note  on  the  books  of  the Company.  The agent may
substitute another to act for him.


Dated: _____________________  Signed:___________________________
                                     (Sign exactly as your name appears
                                      on the other side of this Note)

Signature Guarantee:___________________________________________

                  In connection  with any transfer of this Note occurring  prior
to the date  which is the  earlier  of (i) the  date of the  declaration  by the
Commission of the effectiveness of a registration statement under the Securities
Act of 1933, as amended (the  "Securities  Act")  covering  resales of this Note
(which  effectiveness shall not have been suspended or terminated at the date of
the  transfer) and (ii) [ ], the  undersigned  confirms that it has not utilized
any general solicitation or general advertising in connection with the transfer:



<PAGE>


                      [OPTION OF HOLDER TO ELECT PURCHASE]


                  If you  want to  elect  to have  this  Note  purchased  by the
Company  pursuant to Section  4.15 or Section 4.16 of the  Indenture,  check the
appropriate box:

                  Section 4.15 [     ]
                  Section 4.16 [     ]

                  If you want to elect to have only part of this Note  purchased
by the Company pursuant to Section 4.15 or Section 4.16 of the Indenture,  state
the amount you elect to have purchased:


$-------------------


Dated: _________________
                                               NOTICE:  The  signature  on  this
                                               assignment  must  correspond with
                                               the name as it  appears  upon the
                                               face of the within  Note in every
                                               particular  without alteration or
                                               enlargement    or   any    change
                                               whatsoever and be guaranteed.


Signature Guarantee:  _____________________________


<PAGE>
                                    EXHIBIT C

                            Form of Certificate To Be
                          Delivered in Connection with
                    Transfers to Non-QIB Accredited Investors

     [ ], [ ]

[                        ]
[                        ]
[                        ]

Ladies and Gentlemen:

                  In connection  with our proposed  purchase of 10% Senior Notes
due 2007 (the "Notes") of Magnum Hunter Resources, Inc., we confirm that:

                  1. We understand that any subsequent  transfer of the Notes is
         subject  to  certain  restrictions  and  conditions  set  forth  in the
         indenture  relating to the Notes (the  "Indenture") and the undersigned
         agrees to be bound by, and not to resell,  pledge or otherwise transfer
         the Notes except in compliance  with, such  restrictions and conditions
         and the Securities Act of 1933, as amended (the "Securities  Act"), and
         all applicable State securities laws.

                  2. We understand that the offer and sale of the Notes have not
         been registered under the Securities Act, and that the Notes may not be
         offered or sold  within the United  States or to, or for the account or
         benefit of, U.S. persons except as permitted in the following sentence.
         We agree,  on our own behalf and on behalf of any accounts for which we
         are acting as hereinafter  stated, that if we should sell any Notes, we
         will do so only (i) to Magnum or any  subsidiary  thereof,  (ii) inside
         the United States in accordance with Rule 144A under the Securities Act
         to  a  "qualified   institutional  buyer"  (as  defined  in  Rule  144A
<PAGE>         
         promulgated  under the  Securities  Act) that,  prior to such transfer,
         furnishes (or has furnished on its behalf by a U.S.  broker-dealer)  to
         the Trustee (as defined in the  Indenture) a signed  letter  containing
         certain  representations and agreements relating to the restrictions on
         transfer of the Notes (the form of which  letter can be  obtained  from
         the Trustee),  (iii) outside the United States in accordance  with Rule
         904 of Regulation S promulgated under the Securities Act (provided that
         any such  sale or  transfer  in Canada  or to or for the  benefit  of a
         Canadian  resident must be effected  pursuant to an exemption  from the
         prospectus and  registration  requirements  under  applicable  Canadian
         securities  laws),  (iv)  pursuant to the exemption  from  registration
         provided by Rule 144 under the  Securities Act (if  available),  or (v)
         pursuant to an effective  registration  statement  under the Securities
         Act, and we further  agree to provide to any person  purchasing  any of
         the Notes from us a notice  advising such purchaser that resales of the
         Notes are restricted as stated herein.

                  3. We understand that, on any proposed resale of any Notes, we
         will be  required  to furnish to the  Trustee,  Magnum and Magnum  such
         certification,  legal opinions and other information as the Trustee and
         Magnum  may  reasonably  require  to  confirm  that the  proposed  sale
         complies with the foregoing  restrictions.  We further  understand that
         the Notes purchased by us will bear a legend to the foregoing effect.

                  4. We are an institutional  "accredited  investor" (as defined
         in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
         Act) and have such  knowledge and  experience in financial and business
         matters  as to be  capable  of  evaluating  the merits and risks of our
         investment  in the  Notes,  and we and any  accounts  for  which we are
         acting  are  each  able  to bear  the  economic  risk  of our or  their
         investment, as the case may be.

                  5. We are acquiring the Notes  purchased by us for our account
         or for  one  or  more  accounts  (each  of  which  is an  institutional
         "accredited  investor") as to each of which we exercise sole investment
         discretion.

                  You, Magnum,  the Trustee and others are entitled to rely upon
this  letter and are  irrevocably  authorized  to produce  this letter or a copy
hereof to any  interested  party in any  administrative  or legal  proceeding or
official inquiry with respect to the matters covered hereby.

                                                     Very truly yours,

                                                     [Name of Transferee]



                                                     By:
                                                        Name:
                                                        Title:


<PAGE>

                                    EXHIBIT D


                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S


     [ ], [ ]


[                  ]
[                  ]
[                  ]
[                  ]


                               Re: Magnum Hunter Resources, Inc. (the "Company")
                                        10% Senior Notes due 2007 (the "Notes")

Ladies and Gentlemen:

                  In  connection  with  our  proposed  sale  of  $[ ]  aggregate
principal  amount of the  Notes,  we  confirm  that such sale has been  effected
pursuant to and in accordance with Regulation S under the U.S. Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

                  (1) the offer  of  the Notes  was not made to a person in the
         United States;

                  (2) either (a) at the time the buy offer was  originated,  the
         transferee was outside the United States or we and any person acting on
         our behalf  reasonably  believed  that the  transferee  was outside the
         United States,  or (b) the  transaction  was executed in, on or through
         the facilities of a designated  offshore  securities market and neither
         we nor any person acting on our behalf knows that the  transaction  has
         been prearranged with a buyer in the United States;

                  (3) no directed  selling  efforts have been made in the United
         States in  contravention  of the  requirements  of Rule  903(b) or Rule
         904(b) of Regulation S, as applicable;

                  (4) the transaction is not part of a plan or  scheme  to evade
         the registration requirements of the Securities Act; and

                  (5) we  have  advised   the    transferee   of  the   transfer
         restrictions applicable to the Notes.
<PAGE>
                  You,  the Company and counsel for the Company are  entitled to
rely upon this letter and are irrevocably authorized to produce this letter or a
copy hereof to any interested party in any  administrative  or legal proceedings
or official  inquiry with respect to the matters covered  hereby.  Terms used in
this certificate have the meanings set forth in Regulation S.

                                                     Very truly yours,

                                                     [Name of Transferee]



                                                     By:
                                                     Authorized Signature
  

<PAGE>


                                    EXHIBIT E


                                    GUARANTEE


                  For value  received,  the undersigned  hereby  unconditionally
guarantees, as principal obligor and not only as a surety, to the Holder of this
Note the cash payments in United States  dollars of principal  of,  premium,  if
any,  and  interest  on this Note (and  including  Additional  Interest  payable
thereon) in the  amounts  and at the times when due and  interest on the overdue
principal,  premium, if any, and interest,  if any, of this Note, if lawful, and
the payment or  performance  of all other  obligations  of the Company under the
Indenture  or the  Notes,  to the  Holder of this Note and the  Trustee,  all in
accordance with and subject to the terms and  limitations of this Note,  Article
Twelve of the Indenture and this Guarantee. This Guarantee will become effective
in  accordance  with  Article  Twelve of the  Indenture  and its terms  shall be
evidenced therein. The validity and enforceability of any Guarantee shall not be
affected by the fact that it is not affixed to any particular Note.  Capitalized
terms used but not defined  herein shall have the  meanings  ascribed to them in
the Indenture dated as of May 29, 1997, among Magnum Hunter  Resources,  Inc., a
Nevada corporation,  and First Union National Bank of North Carolina, as trustee
(the "Trustee"), as amended or supplemented (the "Indenture").

                  The obligations of the undersigned to the Holders of Notes and
to the Trustee  pursuant to this  Guarantee  and the Indenture are expressly set
forth in Article  Twelve of the  Indenture  and  reference is hereby made to the
Indenture for the precise terms of the Guarantee and all of the other provisions
of the Indenture to which this Guarantee relates.

                  THIS  GUARANTEE   SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  IN
ACCORDANCE  WITH,  THE LAWS OF THE STATE OF NEW YORK  WITHOUT  GIVING  EFFECT TO
PRINCIPLES  OF CONFLICTS OF LAW.  Each  Subsidiary  Guarantor  hereby  agrees to
submit to the  jurisdiction of the courts of the State of New York in any action
or proceeding arising out of or relating to this Guarantee.

                  This  Guarantee is subject to release upon the terms set forth
in the Indenture.
<PAGE>
                  IN WITNESS WHEREOF,  each Subsidiary  Guarantor has caused its
Guarantee to be duly executed.


Date:  ____________________


                         [NAME OF SUBSIDIARY GUARANTOR],
                          as Guarantor


                         By:
                                Name:
                                Title:


                         By:
                                Name:
                                Title: