MAGNUM HUNTER RESOURCES, INC.
                                       and
                              SUBSIDIARY GUARANTORS

                                       to

                             BANK OF OKLAHOMA, N.A.,
                                   as Trustee



                                    INDENTURE

                           Dated as of ________, 2000

<PAGE>

                                TABLE OF CONTENTS
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<S>               <C>                                                                                            <C>
ARTICLE I         DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.........................................1
         SECTION 1.01.     DEFINITIONS............................................................................1
         SECTION 1.02.     COMPLIANCE CERTIFICATES AND OPINIONS...................................................5
         SECTION 1.03.     FORM OF DOCUMENTS DELIVERED TO TRUSTEE.................................................6
         SECTION 1.04.     ACTS OF HOLDERS; RECORD DATES..........................................................6
         SECTION 1.05.     NOTICES, ETC., TO TRUSTEE AND COMPANY..................................................7
         SECTION 1.06.     NOTICE TO HOLDERS; WAIVER..............................................................7
         SECTION 1.07.     CONFLICT WITH TRUST INDENTURE ACT......................................................8
         SECTION 1.08.     EFFECT OF HEADINGS AND TABLE OF CONTENTS...............................................8
         SECTION 1.09.     SUCCESSORS AND ASSIGNS.................................................................8
         SECTION 1.10.     SEPARABILITY CLAUSE....................................................................8
         SECTION 1.11.     BENEFITS OF INDENTURE..................................................................8
         SECTION 1.12.     GOVERNING LAW..........................................................................8
         SECTION 1.13.     LEGAL HOLIDAYS.........................................................................8
         SECTION 1.14.     NO SECURITY INTEREST CREATED...........................................................9
         SECTION 1.15.     LIMITATION ON INDIVIDUAL LIABILITY.....................................................9

ARTICLE II        SECURITY FORMS..................................................................................9
         SECTION 2.01.     FORMS GENERALLY........................................................................9
         SECTION 2.02.     FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTIFICATION......................................9

ARTICLE III       THE SECURITIES.................................................................................10
         SECTION 3.01.     AMOUNT UNLIMITED; ISSUABLE IN SERIES..................................................10
         SECTION 3.02.     DENOMINATIONS.........................................................................11
         SECTION 3.03.     EXECUTION, AUTHENTICATION, DELIVERY AND DATING........................................11
         SECTION 3.04.     TEMPORARY SECURITIES..................................................................12
         SECTION 3.05.     REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE...................................13
         SECTION 3.06.     MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES......................................14
         SECTION 3.07.     PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED........................................14
         SECTION 3.08.                PERSONS DEEMED OWNERS......................................................15
         SECTION 3.09.     CANCELLATION..........................................................................15
         SECTION 3.10.     COMPUTATION OF INTEREST...............................................................15

ARTICLE IV        SATISFACTION AND DISCHARGE.....................................................................16
         SECTION 4.01.     SATISFACTION AND DISCHARGE OF INDENTURE...............................................16
         SECTION 4.02.     APPLICATION OF TRUST MONEY............................................................16
         SECTION 4.03.     REINSTATEMENT.........................................................................17

ARTICLE V         REMEDIES.......................................................................................17
         SECTION 5.01.     EVENTS OF DEFAULT.....................................................................17
         SECTION 5.02.     ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT....................................18
         SECTION 5.03.     COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                             TRUSTEE.............................................................................18
         SECTION 5.04.     TRUSTEE MAY FILE PROOFS OF CLAIM......................................................19
         SECTION 5.05.     TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
                             SECURITIES..........................................................................19
         SECTION 5.06.     APPLICATION OF MONEY COLLECTED........................................................20
         SECTION 5.07.     LIMITATION ON SUITS...................................................................20
         SECTION 5.08.     UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
                             PREMIUM, INTEREST AND TO CONVERT....................................................20
         SECTION 5.09.     RESTORATION OF RIGHTS AND REMEDIES....................................................20
         SECTION 5.10.     RIGHTS AND REMEDIES CUMULATIVE........................................................21
         SECTION 5.11.     DELAY OR OMISSION NOT WAIVER..........................................................21
         SECTION 5.12.     CONTROL BY HOLDERS....................................................................21
         SECTION 5.13.     WAIVER OF PAST DEFAULTS...............................................................21
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<S>                        <C>                                                                                  <C>

         SECTION 5.14.     UNDERTAKING FOR COSTS.................................................................22

ARTICLE VI        THE TRUSTEE....................................................................................22
         SECTION 6.01.     CERTAIN DUTIES AND RESPONSIBILITIES...................................................22
         SECTION 6.02.     NOTICE OF DEFAULTS....................................................................22
         SECTION 6.03.     CERTAIN RIGHTS OF TRUSTEE.............................................................23
         SECTION 6.04.     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES................................23
         SECTION 6.05.     MAY HOLD SECURITIES...................................................................24
         SECTION 6.06.     MONEY HELD IN TRUST...................................................................24
         SECTION 6.07.     COMPENSATION AND REIMBURSEMENT........................................................24
         SECTION 6.08.     DISQUALIFICATION; CONFLICTING INTERESTS...............................................24
         SECTION 6.09.     CORPORATE TRUSTEE REQUIRED; ELIGIBILITY...............................................25
         SECTION 6.10.     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.....................................25
         SECTION 6.11.     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR................................................26
         SECTION 6.12.     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                             BUSINESS............................................................................27
         SECTION 6.13.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.....................................27
         SECTION 6.14.     APPOINTMENT OF AUTHENTICATING AGENT...................................................27

ARTICLE VII       HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..............................................29
         SECTION 7.01.     COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                             HOLDERS.............................................................................29
         SECTION 7.02.     PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS.................................29
         SECTION 7.03.     REPORTS BY TRUSTEE....................................................................29
         SECTION 7.04.     REPORTS BY COMPANY....................................................................29

ARTICLE VIII      CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE...........................................30
         SECTION 8.01.     COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS..................................30
         SECTION 8.02.     SUCCESSOR SUBSTITUTED.................................................................30

ARTICLE IX        SUPPLEMENTAL INDENTURES........................................................................31
         SECTION 9.01.     SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS....................................31
         SECTION 9.02.     SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.......................................31
         SECTION 9.03.     EXECUTION OF SUPPLEMENTAL INDENTURES..................................................32
         SECTION 9.04.     EFFECT OF SUPPLEMENTAL INDENTURES.....................................................33
         SECTION 9.05.     CONFORMITY WITH TRUST INDENTURE ACT...................................................33
         SECTION 9.06.     REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES....................................33
         SECTION 9.07.     NOTICE OF SUPPLEMENTAL INDENTURE......................................................33

ARTICLE X         COVENANTS......................................................................................33
         SECTION 10.01.    PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST............................................33
         SECTION 10.02.    MAINTENANCE OF OFFICE OR AGENCY.......................................................33
         SECTION 10.03.    MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.......................................34
         SECTION 10.04.    STATEMENT BY OFFICERS AS TO DEFAULT...................................................34
         SECTION 10.05.    EXISTENCE.............................................................................35
         SECTION 10.06.    WAIVER OF CERTAIN COVENANTS...........................................................35
         SECTION 10.07.    ADDITIONAL AMOUNTS....................................................................35

ARTICLE XI        REDEMPTION OF SECURITIES.......................................................................36
         SECTION 11.01.    APPLICABILITY OF ARTICLE..............................................................36
         SECTION 11.02.    ELECTION TO REDEEM; NOTICE TO TRUSTEE.................................................36
         SECTION 11.03.    SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.....................................36
         SECTION 11.04.    NOTICE OF REDEMPTION..................................................................36
         SECTION 11.05.    DEPOSIT OF REDEMPTION PRICE...........................................................37
         SECTION 11.06.    SECURITIES PAYABLE ON REDEMPTION DATE.................................................37
         SECTION 11.07     SECURITIES REDEEMED IN PART...........................................................37
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<S>              <C>                                                                                            <C>

ARTICLE XII       SUBORDINATION OF SECURITIES....................................................................38
         SECTION 12.01.    SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS........................................38
         SECTION 12.02.    PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC........................................38
         SECTION 12.03.    NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT........................................39
         SECTION 12.04.    PAYMENT PERMITTED IF NO DEFAULT.......................................................40
         SECTION 12.05.    SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS...............................40
         SECTION 12.06.    PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS...........................................40
         SECTION 12.07.    TRUSTEE TO EFFECTUATE SUBORDINATION...................................................41
         SECTION 12.08.    NO WAIVER OF SUBORDINATION PROVISIONS.................................................41
         SECTION 12.09.    NOTICE TO TRUSTEE.....................................................................41
         SECTION 12.10.    RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
                              AGENT..............................................................................41
         SECTION 12.11.    TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS..............................42
         SECTION 12.12.    RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
                              PRESERVATION OF TRUSTEE'S RIGHTS...................................................42
         SECTION 12.13.    ARTICLE APPLICABLE TO PAYING AGENTS...................................................42
         SECTION 12.14.    NO SUSPENSION OF REMEDIES.............................................................42
         SECTION 12.15                 SUBORDINATION OF SUBSIDIARY GUARANTEES....................................42

ARTICLE XIII      MEETINGS OF HOLDERS OF SECURITIES..............................................................43
         SECTION 13.01.    PURPOSES FOR WHICH MEETINGS MAY BE CALLED.............................................43
         SECTION 13.02.    CALL, NOTICE AND PLACE OF MEETINGS....................................................43
         SECTION 13.03.    PERSONS ENTITLED TO VOTE AT MEETINGS..................................................43
         SECTION 13.04.    QUORUM; ACTION........................................................................43
         SECTION 13.05.    DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT
                              OF MEETINGS........................................................................44
         SECTION 13.06.    COUNTING VOTES AND RECORDING ACTION OF MEETINGS.......................................44
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<PAGE>

     Certain Sections of this Indenture  relating to Sections 310 through 318 of
the Trust Indenture Act of 1939:


        SECTION OF TRUST                             SECTION OF
          INDENTURE ACT                            THIS INDENTURE

        Section 310 (a) (1)                             6.09
                  (a) (2)                               6.09
                  (a) (3)                          Not Applicable
                  (a) (4)                          Not Applicable
                  (a) (5)                               6.09
                  (b)                                   6.08
        Section 311(a)                                  6.13
                  (b)                                   6.13
          Section 312(a)                                7.01
                                                        7.02(a)
                  (b)                                   7.02(b)
                  (c)                                   7.02(c)
          Section 313(a)                                7.03(a)
                  (b)                                   7.03(a)
                  (c)                                   7.03(a)
                  (d)                                   7.03(b)
          Section 314(a)                                7.04
                  (a)(4)                               10.04
                  (b)                              Not Applicable
                  (c)(1)                                1.02
                  (c)(2)                                1.02
                  (c)(3)                           Not Applicable
                  (d)                              Not Applicable
                  (e)                                   1.02
          Section 315(a)                                6.01
                  (b)                                   6.02
                  (c)                                   6.01
                  (d)                                   6.01
                  (e)                                   5.14
         Section 316(a)(1)(A)                           5.02
                                                        5.12
                  (a)(1)(B)                             5.13
                  (a)(2)                           Not Applicable
                  (b)                                   5.08
                  (c)                                   1.04(c)
         Section 317(a)(1)                              5.03
                  (a)(2)                                5.04
                  (b)                                  10.03
          Section 318(a)                                1.07
------------------------

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

<PAGE>

     INDENTURE,  dated as of _____, 2000, between MAGNUM HUNTER RESOURCES, INC.,
a corporation  duly organized and existing under the laws of the State of Nevada
(herein called the "Company"), the Subsidiary Guarantors (as defined herein) and
BANK OF  OKLAHOMA,  N.A., a national  banking  association,  as Trustee  (herein
called the "Trustee").

                             RECITALS OF THE COMPANY

     The  Company  has  duly  authorized  the  execution  and  delivery  of this
Indenture  to  provide  for the  issuance  from  time  to time of its  unsecured
convertible  subordinated  debentures,  notes or other evidences of indebtedness
(herein  called  the  "Securities"),  either  with or  without  the  benefit  of
Subsidiary  Guarantees (as defined herein) to be issued in one or more series as
in this Indenture provided.

     This Indenture is subject to the provisions of the Trust  Indenture Act and
the rules and  regulations of the Commission  promulgated  thereunder  which are
required to be part of this  Indenture and, to the extent  applicable,  shall be
governed by such provisions.

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:  For and in consideration of the
premises  and the  purchase  of the  Securities  by the Holders  thereof,  it is
mutually agreed,  for the equal and proportionate  benefit of all Holders of the
Securities, as follows:

                                    ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 1.01.     DEFINITIONS.

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

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

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

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

     (d) the words "herein", "hereof" and "hereunder" and other words of similar
import  refer to this  Indenture as a whole and not to any  particular  Article,
Section or other subdivision; and references herein to "Articles" and "Sections"
are to Articles and Sections of this Indenture unless otherwise specified.

     Certain terms used in Articles V and XII are defined in those Articles.

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

     "Additional  Amounts" means any additional amounts that are required by the
express  terms of a Security or by, or pursuant  to, a Board  Resolution,  under
circumstances specified therein or pursuant thereto, to be paid by the

<PAGE>

     Company with respect to certain taxes,  assessments  or other  governmental
charges imposed on certain Holders and that are owing to those Holders.

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

     "Authenticating  Agent" means any Person authorized by the Trustee pursuant
to Section 6.14 to act on behalf of the Trustee to authenticate Securities.

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

     "Board Resolution" means a copy of a resolution  certified by the Secretary
or an Assistant  Secretary of the Company to have been duly adopted by the Board
of  Directors  and  to be  in  full  force  and  effect  on  the  date  of  such
certification and delivered to the Trustee.

     "Business Day" means each Monday, Tuesday,  Wednesday,  Thursday and Friday
which is not a day on which banking  institutions  in Oklahoma  City,  Oklahoma,
Dallas,  Texas or New York, New York are authorized or obligated to close by law
or executive order.

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

     "Common Stock"  includes any stock of any class of the Company which has no
preference  in respect of  dividends  or of amounts  payable in the event of any
voluntary or involuntary  liquidation,  dissolution or winding-up of the Company
and which is not subject to redemption by the Company.

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

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

     "Consolidated Subsidiary" means a Subsidiary whose financial statements are
included in the most recent  annual  consolidated  financial  statements  of the
Company and its Subsidiaries.

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

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

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

     "Dollar" or "$" means at any time a dollar or other equivalent unit in such
coin or currency of the United  States as at that time shall be legal tender for
the payment of public and private debts.

     "Event of Default" has the meaning specified in Section 5.01.
                                       2
<PAGE>

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

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

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

     "Interest  Payment Date" when used with respect to any Security,  means the
dates  specified in that Security as the fixed dates on which an  installment of
interest on that Security is due and payable.

     "Maturity" when used with respect to any Security,  means the date or dates
on which the  principal of such  Security  becomes due and payable as therein or
herein  provided,  whether at the final  Principal  Payment  Date  thereof or by
declaration of acceleration, redemption or otherwise.

     "Obligations"  in  respect  of Senior  Indebtedness  means  any  principal,
interest,  premiums, fees, indemnifications,  reimbursements,  damages and other
liabilities payable under the documents governing any such indebtedness.

     "Officers'  Certificate"  means a certificate,  in form satisfactory to the
Trustee,  signed by the Chairman of the Board, the Chief Executive Officer,  the
President or a Vice President,  and by the Chief Financial Officer,  Controller,
the  Treasurer  or  an  Assistant  Treasurer,  the  Secretary  or  an  Assistant
Secretary, of the Company, and delivered to the Trustee.

     "Opinion  of  Counsel"  means a  written  opinion,  in form  and  substance
satisfactory to the Trustee,  of counsel,  who may be counsel for or an employee
of the Company, and who shall be acceptable to the Trustee.

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

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

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

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

     (c) Securities  that have been paid pursuant to Section 3.06 or in exchange
for or in lieu of which other Securities have been  authenticated  and delivered
pursuant to this  Indenture,  other than any such Securities in respect of which
there shall have been  presented to the Trustee  proof  satisfactory  to it that
such Securities are held by a bona fide purchaser in whose hands such Securities
are valid  obligations of the Company;  provided,  however,  that in determining
whether  the  Holders  of the  requisite  principal  amount  of the  Outstanding
Securities have given any request,  demand,  authorization,  direction,  notice,
consent  or  waiver  hereunder,  Securities  owned by the  Company  or any other
obligor on the  Securities or any Affiliate of the Company shall be  disregarded
and deemed not to be  Outstanding,  except  that,  in  determining  whether  the
Trustee   shall  be   protected  in  relying  on  any  such   request,   demand,
authorization,  direction,  notice,  consent or waiver, only Securities that the
Trustee knows to be so owned shall be so disregarded.  Securities so owned which
have been  pledged in good faith may be regarded as  Outstanding  if the pledgee
establishes  to the  satisfaction  of the Trustee the pledgee's  right so to act
with respect to such  Securities  and that the pledgee is not the Company or any
other obligor on the Securities or any Affiliate of the Company.
                                       3
<PAGE>

     "Paying Agent" means any Person, which may include the Company,  authorized
by the Company to pay the  principal of and premium,  if any, or interest on any
one or more series of Securities on behalf of the Company.

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

     "Place of Payment" when used with respect to the  Securities of any series,
means  ______________  and is the place where the principal of (and premium,  if
any) and interest on the  Securities  of that series are payable as specified in
accordance with Section 3.01, subject to the provisions of Section 10.02.

     "Predecessor  Security" of any  particular  Security  means every  previous
Security  evidencing all or a portion of the same debt as that evidenced by that
particular  Security;  and,  for the purposes of this  definition,  any Security
authenticated  and delivered  under Section 3.06 in exchange for or in lieu of a
mutilated,  destroyed,  lost or stolen  Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "Principal Payment Date" when used with respect to any Security,  means the
dates  specified in that  Security as the fixed dates on which the  principal of
such Security or a portion of principal is due and payable.

     "Record Date" means either a Regular  Record Date or a Special Record Date,
as applicable.

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

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

     "Regular Record Date" for the interest payable on any Interest Payment Date
means the date specified for that purpose as  contemplated  by Section 3.01, or,
if not so specified,  the last day of the calendar month preceding that Interest
Payment Date if that Interest Payment Date is the 15th day of the calendar month
or the 15th day of the calendar month  preceding  that Interest  Payment Date if
that Interest  Payment Date is the last day of a calendar month,  whether or not
that day is a Business Day.

     "Representative"  means the indenture  trustee or other  trustee,  agent or
representative for any Senior Indebtedness.

     "Responsible  Officer"  means,  when used with respect to the Trustee,  the
chairman of the Board of Directors, any vice chairman of the Board of Directors,
the chairman of the trust  committee,  the chairman of the executive  committee,
any vice chairman of the executive committee,  the president, any vice president
(whether or not  designated  by numbers or words added before or after the title
"vice president"), the cashier, the secretary, the treasurer, any trust officer,
any assistant trust officer, any assistant cashier, any assistant secretary, any
assistant  treasurer,  or any other officer or assistant  officer of the Trustee
customarily  performing  functions similar to those performed by the Persons who
at the time shall be such officers, respectively, or to whom any corporate trust
matter is referred  because of his or her knowledge of and familiarity  with the
particular subject.

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

     "Senior  Indebtedness"  means the  principal  of and  premium,  if any, and
interest on (a) all secured  indebtedness  of the Company,  or any subsidiary of
the Company,  for money borrowed under any Credit Facility,  whether outstanding
on the date of execution of the  Indenture or  thereafter  created,  incurred or
assumed,  and (b) all secured  indebtedness of the Company, or any subsidiary of
the Company, for money borrowed, whether outstanding on the date of execution of
the Indenture or thereafter  created,  incurred or assumed,  and any amendments,
renewals, extensions, modifications,  refinancings, replacements, and refundings
of any or all thereof.  For the purposes of this definition,  "indebtedness  for
money  borrowed"  when used with respect to the Company means (a) any obligation
of, or any  obligation  guaranteed  by, the Company,  or any  subsidiary  of the
Company, for the repayment of borrowed money (including without limitation fees,
penalties or other obligations in respect thereof),  whether or not evidenced by
bonds, debentures, notes or other
                                       4
<PAGE>

     written  instruments,  (b) any deferred payment  obligation of, or any such
obligation guaranteed by, the Company, or any subsidiary of the Company, for the
payment of the  purchase  price of  property  or assets  evidenced  by a note or
similar instrument, and (c) any obligation of, or any such obligation guaranteed
by, the Company,  or any  subsidiary of the Company,  for the payment of rent or
other amounts  under a lease of property or assets which  obligation is required
to be classified  and accounted for as a capitalized  lease on the balance sheet
of the Company,  or any  subsidiary  of the Company,  under  generally  accepted
accounting principles.

     "Significant  Subsidiary"  means at any time a  Subsidiary  that is at that
time a  "significant  subsidiary"  of the  Company  within  the  meaning of Rule
1.02(w) of Regulation  S-X under the  Securities  Act of 1933, as amended and in
effect on the date of this Indenture.

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

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

     "Subsidiary  Guarantee"  means  a full  and  unconditional  guarantee  by a
Subsidiary  Guarantor  of the  obligations  of the Company  with  respect to the
Securities of a series,  which guarantee  shall be on the basis,  and subject to
the terms and conditions, as may be specified and contemplated by this Indenture
in connection with the issuance of the Securities of such series.

     "Subsidiary  Guarantor"  means each of (i) the Persons so identified on the
signature  page of this  Indenture  or any  indenture  supplemental  hereto who,
pursuant to the terms of any series of  Securities,  are to provide a Subsidiary
Guarantee with respect to that series of Securities,  (ii) any other Person that
executes  a  Subsidiary  Guarantee  with  respect to a series of  Securities  in
accordance with the provisions thereof and (iii) their respective successors and
assigns, to the extent specified in the Subsidiary Guarantees.

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

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

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

     "Yield to Maturity"  when used with respect to any Original  Issue Discount
Security, means the yield to maturity, if any, set forth on the face thereof.

SECTION 1.02.     COMPLIANCE CERTIFICATES AND OPINIONS.

     On any  application  or request by the  Company to the  Trustee to take any
action under any provision of this  Indenture,  the Company shall furnish to the
Trustee  such  certificates  and  opinions  as may be  required  under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate,  if to be given by officers of the Company, or an Opinion
of Counsel, if to be given by counsel, and shall comply with the requirements of
the Trust Indenture Act and any other requirement set forth in this Indenture.
                                       5
<PAGE>

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

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

     (b) a statement  that, in the opinion of each such individual or such firm,
he has or they have made such  examination or  investigation  as is necessary to
enable  him or them to  express  an  informed  opinion as to whether or not such
covenant or condition has been complied with; and

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

SECTION 1.03.     FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

SECTION 1.04.     ACTS OF HOLDERS; RECORD DATES.

     (a) Any request, demand, authorization,  direction, notice, consent, waiver
or other action  provided by this  Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such  Holders in person or by agents duly  appointed in writing;
and, except as herein  otherwise  expressly  provided,  such action shall become
effective when such  instrument or instruments are delivered to the Trustee and,
where it is hereby  expressly  required,  to the  Company.  Such  instrument  or
instruments (and the action embodied  therein and evidenced  thereby) are herein
sometimes  referred to as the "Act" of the Holders  signing such  instrument  or
instruments.  Proof  of  execution  of  any  such  instrument  or  of a  writing
appointing  any such agent shall be sufficient for any purpose of this Indenture
and  (subject  to  Section  6.01)  conclusive  in favor of the  Trustee  and the
Company,  if made in the  manner  provided  in this  Section.  The record of any
meeting of Holders shall be proved in the manner provided in Section 13.06.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate  of a notary  public  or  other  officer  authorized  by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a  signer  acting  in a  capacity  other  than  his  individual  capacity,  such
certificate  or  affidavit  shall  also  constitute   sufficient  proof  of  his
authority. The fact and date of the execution of any such instrument or writing,
or the  authority of the Person  executing  the same,  may also be proved in any
other manner which the Trustee deems sufficient.
                                       6
<PAGE>

     (c) The Company may, in the circumstances  permitted by the Trust Indenture
Act, fix any day as the record date for the purpose of  determining  the Holders
entitled to give or take any request, demand, authorization,  direction, notice,
consent,  waiver  or  other  action,  or to vote on any  action,  authorized  or
permitted  to be given or taken by Holders.  If not set by the Company  prior to
the first  solicitation  of a Holder  made by any  Person in respect of any such
action,  or, in the case of any such vote,  prior to such vote,  the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders  required to be provided  pursuant to Section  7.01)
prior to such first solicitation or vote, as the case may be. With regard to any
record date,  only the Holders on such date (or their duly  designated  proxies)
shall  be  entitled  to  give  or  take,  or  vote  on,  the  relevant   action.
Notwithstanding the foregoing,  the Company shall not set a record date for, and
the provisions of this paragraph shall not apply with respect to, any Act by the
Holders pursuant to Section 5.01, 5.02 or 5.12.

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

     (e) Any Act of the Holder of any Security shall bind every future Holder of
the same Security and the Holder of every Security issued on the registration of
transfer  therefor  or in  exchange  therefor  or in lieu  thereof in respect of
anything  done,  omitted or suffered to be done by the Trustee or the Company in
reliance  thereon,  whether  or not  notation  of such  action is made upon such
Security.

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

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

     Any Act of  Holders  or  other  documents  provided  or  permitted  by this
Indenture to be made upon, given or furnished to, or filed with,

     (a) the Trustee by any Holder or by the Company or any Subsidiary Guarantor
shall be sufficient  for every purpose  hereunder if made,  given,  furnished or
filed  in  writing  to or  with  the  Trustee  at its  Corporate  Trust  Office,
______________,   Attention:   Corporate  Trust   Administration,   or  at  such
superseding other addresses  previously  furnished in writing to the Holders and
the Company by the Trustee; or

     (b) the Company or any Subsidiary Guarantor by the Trustee or by any Holder
shall be  sufficient  for  every  purpose  hereunder  (unless  otherwise  herein
expressly  provided) if in writing and mailed,  first-class  postage prepaid, to
the Company,  addressed to it at 600 E. Las Colinas Blvd.,  Suite 1100,  Irving,
Texas, 75039, Attention:  General Counsel, or at such superseding address as has
been previously furnished in writing to the Trustee by the Company.

     All such  notices  and  communications  shall be  deemed  to have been duly
given:  at the time  delivered by hand, if personally  delivered;  five Business
Days after being  deposited in the mail,  registered  or certified  with postage
prepaid, if mailed; when answered back if telexed; when receipt acknowledged, if
telecopied;  and the next Business Day after timely delivery to the courier,  if
sent by  nationally  recognized  overnight  air  courier  guaranteeing  next day
delivery.

SECTION 1.06.     NOTICE TO HOLDERS; WAIVER.

     Where this  Indenture  provides  for  notice to Holders of any event,  such
notice shall be sufficiently given (unless otherwise herein expressly  provided)
if made,  given,  furnished or filed in writing to each Holder  affected by such
event, at his address as it appears in the Security Register, not later than the
latest  date (if  any),  and not  earlier  than  the  earliest  date  (if  any),
prescribed for the giving of such notice.

     Where this Indenture provides for notice in any manner,  such notice may be
waived in writing by the Person  entitled to receive such notice,  either before
or after the event,  and such waiver  shall be the  equivalent  of such  notice.
Waivers of notice by Holders  shall be filed with the  Trustee,  but such filing
shall not be a  condition  precedent  to the  validity  of any  action  taken in
reliance upon such waiver. All such notices and  communications  shall be deemed
to have been duly given: at the time delivered by hand, if personally delivered;
five Business Days after being deposited in the
                                       7
<PAGE>

     mail,  registered  or  certified  with  postage  prepaid,  if mailed;  when
answered back if telexed; when receipt acknowledged, if telecopied; and the next
Business  Day  after  timely  delivery  to the  courier,  if sent by  nationally
recognized overnight air courier guaranteeing next day delivery.

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

SECTION 1.07.     CONFLICT WITH TRUST INDENTURE ACT.

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

SECTION 1.08.     EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 1.09.     SUCCESSORS AND ASSIGNS.

     All  covenants  and  agreements  in this  Indenture  by the  Company or any
Subsidiary  Guarantor  and the  Trustee  shall  bind  each of  their  respective
successors and assigns, whether so expressed or not.

SECTION 1.10.     SEPARABILITY CLAUSE.

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

SECTION 1.11.     BENEFITS OF INDENTURE.

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

SECTION 1.12.     GOVERNING LAW.

     THIS  INDENTURE,  ANY SUBSIDIARY  GUARANTEES  AND THE  SECURITIES  SHALL BE
GOVERNED BY, AND CONSTRUED AND  INTERPRETED IN ACCORDANCE  WITH, THE LAWS OF THE
STATE OF TEXAS,  BUT  WITHOUT  REGARD TO THE  PRINCIPLES  OF  CONFLICTS  OF LAWS
THEREOF.

SECTION 1.13.     LEGAL HOLIDAYS.

     In any case where any Interest  Payment Date,  Redemption Date or Principal
Payment Date of any Security or the last date on which a Holder has the right to
convert his Securities  shall not be a Business Day, then  (notwithstanding  any
other provision of this Indenture or of the  Securities)  payment of interest or
principal and premium,  if any, or conversion of the Securities need not be made
on such date, but may be made on the next succeeding  Business Day with the same
force and effect as if made on the Interest  Payment Date or Redemption Date, or
on a Principal Payment Date, or on such last day for conversion;  provided, that
no interest  shall  accrue for the period from and after such  Interest  Payment
Date, Redemption Date or Principal Payment Date, as the case may be, to the next
succeeding Business Day.
                                       8
<PAGE>

SECTION 1.14.     NO SECURITY INTEREST CREATED.

     Nothing in this Indenture or in the Securities,  express or implied,  shall
be construed to constitute a security interest under the Uniform Commercial Code
or  similar  legislation,  as now or  hereafter  enacted  and in  effect  in any
jurisdiction  where  property  of the Company or its  Subsidiaries  is or may be
located.

SECTION 1.15.     LIMITATION ON INDIVIDUAL LIABILITY.

     No recourse under or on any obligation,  covenant or agreement contained in
this  Indenture or in any Security,  or for any claim based thereon or otherwise
in respect thereof, shall be had against any incorporator, shareholder, officer,
attorney,  employee,  representative  or  director,  as such,  past,  present or
future, of the Company or any successor corporation,  either directly or through
the Company,  whether by virtue of any constitution,  statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations  issued  hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the  incorporators,  shareholders,  officers,
attorneys,  employees,  representatives or directors, as such, of the Company or
any  successor  Person,  or  any  of  them,  because  of  the  creation  of  the
indebtedness  hereby  authorized,  or under  or by  reason  of the  obligations,
covenants  or  agreements  contained  in this  Indenture  or in any  Security or
implied  therefrom;  and that any and all such personal  liability of every name
and nature, either at common law or in equity or by constitution or statute, of,
and any and all  such  rights  and  claims  against,  every  such  incorporator,
shareholder,  officer, attorney, employee,  representative or director, as such,
because of the creation of the indebtedness  hereby  authorized,  or under or by
reason of the obligations,  covenants or agreements  contained in this Indenture
or in any  Security  or  implied  therefrom,  are  hereby  expressly  waived and
released as a condition  of, and as a  consideration  for, the execution of this
Indenture and the issuance of such Security.

                                   ARTICLE II

                                 SECURITY FORMS

SECTION 2.01.     FORMS GENERALLY.

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

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

SECTION 2.02.     FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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

     "This is one of the  Securities  of the  series  designated,  described  or
provided for in the within-mentioned Indenture.

                                           -----------------------------------,
                                            BANK OF OKLAHOMA, N.A.

                                            By: ___________________________

                                       9
<PAGE>

                                            AUTHORIZED SIGNATORY".

                                   ARTICLE III

                                 THE SECURITIES

SECTION 3.01.     AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

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

     (a) the title of the Securities of the series (which shall  distinguish the
Securities of the series from all other Securities);

     (b) any limit on the aggregate  principal  amount of the  Securities of the
series which may be authenticated and delivered under this Indenture (except for
Securities  authenticated  and delivered on  registration  of transfer of, or in
exchange for, or in lieu of, other  Securities of the series pursuant to Section
3.04, 3.05, 3.06, 9.06 or 11.07);

     (c) the date or dates on which  the  principal  of and any  premium  on the
Securities of the series is payable or the method of determination thereof;

     (d) the rate or rates, or the method of determination thereof, at which the
Securities  of the series shall bear  interest,  if any,  whether and under what
circumstances  Additional  Amounts  with  respect  to such  Securities  shall be
payable,  the date or dates from which such interest shall accrue,  the Interest
Payment Dates on which such interest  shall be payable and, if other than as set
forth in Section 1.01, the Regular  Record Date for the interest  payable on any
Securities on any Interest Payment Date;

     (e) the place  where,  subject  to the  provisions  of Section  10.02,  the
principal of, any premium or interest on and any Additional Amounts with respect
to the Securities of the series shall be payable;

     (f) the  period or  periods  within  which,  the  price or prices  (whether
denominated  in cash,  securities  or  otherwise)  at which  and the  terms  and
conditions  on which  Securities  of the series may be redeemed,  in whole or in
part, at the option of the Company,  if the Company is to have that option,  and
the manner in which the Company must exercise any such option;

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

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

     (i) if the  principal  of, any  premium or  interest  on or any  Additional
Amounts with respect to the  Securities of the series are to be payable,  at the
election  of the  Company  or a Holder  thereof,  in a  currency  or  currencies
(including  composite  currencies)  other than that in which the  Securities are
stated  to  be  payable,   the  currency  or  currencies   (including  composite
currencies)  in which  payment of the principal of or any premium or interest on
or any  Additional  Amounts with respect to Securities of the series as to which
such  election is made shall be payable,  and the periods  within  which and the
terms and conditions on which such election is to be made;
                                       10
<PAGE>

     (j) if the amount of payments of  principal  of, any premium or interest on
or any  Additional  Amounts with respect to the  Securities of the series may be
determined with reference to any commodities,  currencies or indices, or values,
rates or prices, the manner in which those amounts shall be determined;

     (k) if other than the entire principal  amount thereof,  the portion of the
principal  amount  of  Securities  of the  series  which  shall  be  payable  on
declaration of acceleration of the Maturity thereof pursuant to Section 5.02;

     (l) any additional  means of  satisfaction  and discharge of this Indenture
with  respect to  Securities  of the  series  pursuant  to Section  4.01 and any
additional conditions to discharge pursuant to Section 4.01;

     (m) any deletions or modifications of or additions to the Events of Default
set forth in Section  5.01 or  covenants  of the  Company set forth in Article X
pertaining to the Securities of the series;

     (n) if the  Securities  are to be  subordinated  pursuant to Article XII to
unsecured indebtedness or other liabilities,  the modification for purposes only
of the series of the definition of "Senior Indebtedness" herein;

     (o) whether the Securities of the series shall be guaranteed by one or more
Subsidiary  Guarantors  and,  if so,  the  terms of the  Subsidiary  Guarantees,
including the circumstances in which such Subsidiary Guarantees may be released;
and

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

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

     At the option of the Company, interest on the Securities of any series that
bears  interest  may be paid by mailing a check to the  address of any Holder as
such address  shall appear in the Security  Register or by wire  transfer at the
Holder's expense.

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

SECTION 3.02.     DENOMINATIONS.

     The  Securities of each series shall be issuable in such  denominations  as
shall be specified as  contemplated  by Section 3.01. In the absence of any such
provisions with respect to the Securities of any series,  the Securities of that
series  denominated in Dollars shall be issuable in  denominations of $1,000 and
any integral multiple thereof.

SECTION 3.03.     EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

     Securities  bearing the manual or facsimile  signatures of individuals  who
were at any time the proper  officers  of the  Company  shall bind the  Company,
notwithstanding  that such  individuals  or any of them have ceased to hold such
offices prior to the  authentication  and delivery of such Securities or did not
hold such offices at the date of such Securities.
                                       11
<PAGE>

     At any time and from time to time after the  execution and delivery of this
Indenture,  the  Company may deliver  Securities  of any series  executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication  and delivery of those Securities;  and the Trustee in accordance
with such Company  Order shall either at one time or from time to time  pursuant
to such instructions as may be described  therein  authenticate and deliver such
Securities as in this Indenture  provided and not otherwise.  Such Company Order
shall specify the amount of Securities to be authenticated and the date on which
the original issue of Securities is to be authenticated,  and shall certify that
all conditions  precedent to the issuance of such  Securities  contained in this
Indenture have been complied with.

     If the form or terms of the Securities of any series have been  established
in or pursuant to one or more Board  Resolutions  as permitted by Sections  2.01
and 3.01, in  authenticating  those  Securities,  and  accepting the  additional
responsibilities  under this  Indenture  in  relation to those  Securities,  the
Trustee  shall be entitled to receive,  and  (subject to Section  6.01) shall be
fully protected in relying on, an Opinion of Counsel stating:

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

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

     (c) that those Securities,  when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions  specified
in such Opinion of Counsel, will constitute legal, valid and binding obligations
of the Company,  enforceable  in  accordance  with their  terms,  except as such
enforcement is subject to the effect of (i) bankruptcy,  insolvency,  fraudulent
conveyance,  reorganization  or other laws  relating to or affecting  creditors'
rights generally,  (ii) general principles of equity (regardless of whether such
enforcement  is  considered  in a proceeding  in equity or at law) and (iii) any
implied covenants of good faith or fair dealing.

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

     Each Security shall be dated the date of its authentication.

     No Security  shall be entitled to any benefit  under this  Indenture  or be
valid or  obligatory  for any purpose  unless there  appears on such  Security a
certificate of authentication substantially in the form provided for herein duly
executed  by the  Trustee  by  manual  signature,  and such  certificate  on any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly  authenticated  and  delivered  hereunder  and is  entitled to the
benefits of the Indenture.  Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the
Company,  and the  Company  shall  deliver  such  Security  to the  Trustee  for
cancellation  as  provided in Section  3.09  together  with a written  statement
(which  need not comply  with  Section  1.03 and need not be  accompanied  by an
Opinion of Counsel) stating that such Security has never been issued and sold by
the Company,  for all purposes of this  Indenture  such Security shall be deemed
never to have been  authenticated  and  delivered  hereunder  and shall never be
entitled to the benefits of this Indenture.

     The Trustee may appoint an  Authenticating  Agent  pursuant to the terms of
Section 6.14.

SECTION 3.04.     TEMPORARY SECURITIES.

     Pending the preparation of definitive Securities of any series, the Company
may execute,  and on Company Order the Trustee shall  authenticate  and deliver,
temporary   Securities   of  that  series  which  are   printed,   lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially  of the tenor of the  definitive  Securities in lieu of which they
are issued and with such appropriate  insertions,  omissions,  substitutions and
other variations as the officers  executing those  Securities may determine,  as
evidenced by their execution of those Securities.  Every such temporary Security
shall be executed by the Company and shall be authenticated and delivered by the
Trustee on the same conditions and in  substantially  the same manner,  and with
the same effect, as the definitive Security or Securities in lieu of which it is
issued.
                                       12
<PAGE>

     If temporary  Securities  of any series are issued,  the Company will cause
definitive  Securities of that series to be prepared without unreasonable delay.
After the  preparation  of definitive  Securities  of any series,  the temporary
Securities of that series shall be exchangeable for those definitive  Securities
on surrender of the temporary  Securities at any office or agency of the Company
designated pursuant to Section 10.02, without charge to the Holder. On surrender
for  cancellation  of any one or more  temporary  Securities of any series,  the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor one or more definitive Securities of the same series and of like tenor,
of any authorized  denominations and of a like aggregate principal amount. Until
so exchanged  the  temporary  Securities  of any series shall in all respects be
entitled to the same benefits under this  Indenture as definitive  Securities of
that series in whole or in part,  except the unredeemed  portion of any Security
being redeemed in part.

SECTION 3.05.     REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

     (a) The  Security  Registrar  shall  cause to be kept for  each  series  of
Securities  at one of the  offices or  agencies  maintained  pursuant to Section
10.02 a register (the register maintained in such office and in any other office
or  agency  of  the  Company  in a  Place  of  Payment  being  herein  sometimes
collectively  referred to as the "Security  Register") in which, subject to such
reasonable  regulations as it may  prescribe,  the Company shall provide for the
registration  of Securities  and of transfers of Securities of that series.  The
Company is hereby initially  appointed  "Security  Registrar" for the purpose of
registering Securities and transfers of Securities as herein provided.

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

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

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

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

     (e) No service  charge  shall be made for any  registration  of transfer or
exchange of Securities,  except as provided in Section 3.06 or if the Holder has
requested such registration of transfer or exchange.  The Security Registrar may
require  payment  of a sum  sufficient  to cover  any tax or other  governmental
charge  (including  the fees and expenses of the Trustee) that may be imposed in
connection with any  registration  of transfer or exchange of Securities,  other
than  exchanges  pursuant  to  Section  3.04,  9.06 or 11.07 not  involving  any
transfer.

     (f) The Security Registrar shall not be required (i) to issue, register the
transfer of or exchange  Securities of any series  during a period  beginning at
the  opening of  business  15 days  before the day of the mailing of a notice of
redemption of Securities of that series  selected for  redemption  and ending at
the  close of  business  on the day of the  mailing  of the  relevant  notice of
redemption  or (ii) to register  the  transfer of or  exchange  any  Security so
selected for redemption in whole or in part,  except the  unredeemed  portion of
any Security being redeemed in part.
                                       13
<PAGE>

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

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

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

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

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

     Every new  Security of any series  issued  pursuant to this Section 3.06 in
lieu of any  destroyed,  lost or stolen  Security  shall  constitute an original
additional contractual obligation of the Company,  whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately  with
any and all other Securities of that series duly issued hereunder.

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

SECTION 3.07.     PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

     Interest on any Security which is payable,  and is punctually  paid or duly
provided for, on any Interest  Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor  Securities) is registered at the
close of business on the Regular Record Date for such interest. Unless otherwise
provided with respect to the  Securities of any series,  payment of interest may
be made at the option of the Company by check mailed or delivered to the address
of any Person  entitled  thereto as such address shall appear in the  Securities
Register.

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

     (a) The Company may elect to make payment of any Defaulted  Interest to the
Persons  in  whose  names  the  Securities  (or  their  respective   Predecessor
Securities)  of that series are registered at the close of business on a Special
Record Date for the payment of such  Defaulted  Interest which shall be fixed in
the  following  manner.  The Company  shall notify the Trustee in writing of the
amount of Defaulted  Interest  proposed to be paid on each Security and the date
of the proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate  amount proposed to be paid in
respect of such Defaulted  Interest or shall make  arrangements  satisfactory to
the Trustee for such  deposit  prior to the date of the proposed  payment,  such
money when deposited to be held in trust for the benefit of the Persons entitled
to such  Defaulted  Interest as in this clause  provided.  Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more  than 15 days and not less  than 10 days  prior to the date of
the proposed  payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed  payment.  The Trustee shall  promptly  notify the
Company of such  Special  Record Date and, in the name and at the expense of the
Company,  shall cause notice of the proposed payment of such Defaulted  Interest
and the Special Record Date therefor to be mailed,  first-class postage prepaid,
to each Holder of
                                       14
<PAGE>

     Securities  of that  series at his  address as it  appears in the  Security
Register, not less than 10 days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor
having been so mailed,  such Defaulted  Interest shall be paid to the Persons in
whose names the Securities (or their respective Predecessor  Securities) of that
series are  registered at the close of business on such Special  Record Date and
shall no longer be payable pursuant to the following clause (b).

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

     Subject to the foregoing  provisions  of this Section  3.07,  each Security
delivered  under this Indenture upon  registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest  accrued
and unpaid, and to accrue, which were carried by such other Security.

     In the case of any  Security  of any series  which is  converted  after any
Regular Record Date and on or prior to the next succeeding Interest Payment Date
(other than any Security whose Maturity is prior to such Interest Payment Date),
interest on that  Security  which has a Principal  Payment Date on such Interest
Payment Date shall be payable on such Interest Payment Date notwithstanding such
conversion,  and such interest  (whether or not punctually paid or duly provided
for) shall be paid to the Person in whose name that  Security (or one or more of
its  Predecessor  Securities)  is  registered  at the close of  business on such
Regular  Record  Date,  provided,  however,  that  Securities  of any  series so
surrendered for conversion shall (except in the case of those Securities  called
for  redemption)  be  accompanied by payment in New York Clearing House funds or
other funds acceptable to the Company of an amount equal to the interest payable
on such Interest  Payment Date on the  principal  amount being  surrendered  for
conversion.  Except as otherwise expressly provided in the immediately preceding
sentence, in the case of any Security of any series which is converted, interest
which has a Principal Payment Date after the date of conversion of that Security
shall not be payable.

SECTION 3.08.              PERSONS DEEMED OWNERS.

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

SECTION 3.09.     CANCELLATION.

     All  Securities  surrendered  for  payment,  redemption,   registration  of
transfer,  exchange or conversion shall, if surrendered to any Person other than
the Trustee,  be delivered to the Trustee and shall be promptly  canceled by it.
The  Company  may at any  time  deliver  to the  Trustee  for  cancellation  any
Securities  previously  authenticated and delivered  hereunder which the Company
may have  acquired in any manner  whatsoever,  and all  Securities  so delivered
shall be promptly canceled by the Trustee.  No Securities shall be authenticated
in lieu of or in  exchange  for any  Securities  canceled  as  provided  in this
Section,  except  as  expressly  permitted  by  this  Indenture.   All  canceled
Securities  held by the  Trustee  shall be  disposed of as directed by a Company
Order.

SECTION 3.10.     COMPUTATION OF INTEREST.

     Except  as  otherwise   specified  as  contemplated  by  Section  3.01  for
Securities  of any series,  interest on the  Securities  of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.
                                       15
<PAGE>

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 4.01.     SATISFACTION AND DISCHARGE OF INDENTURE.

     This  Indenture  shall on Company  Request  cease to be of  further  effect
(except as expressly  provided for in this Article IV), and the Trustee,  at the
expense  of  the  Company,   shall  execute  proper  instruments   acknowledging
satisfaction and discharge of this Indenture, when

     (a) either

     (i) all Securities theretofore  authenticated and delivered (other than (A)
Securities that have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section 3.06 and (B)  Securities  for whose payment money
has  theretofore  been deposited in trust or segregated and held in trust by the
Company and thereafter  repaid to the Company or discharged  from such trust, as
provided in Section 10.03) have been delivered to the Trustee for  cancellation;
or

     (ii) all those  Securities  not  theretofore  delivered  to the Trustee for
cancellation

     (A) have become due and payable, or

     (B) will become due and payable at their Principal  Payment Date within one
year, or

     (C) are to be called for  redemption  within  one year  under  arrangements
satisfactory  to the  Trustee  for the  giving of notice  of  redemption  by the
Trustee in the name, and at the expense, of the Company, and the Company, in the
case of (A),  (B) or (C)  above,  has  irrevocably  deposited  or  caused  to be
deposited  with the Trustee as trust funds in trust for the purpose of paying an
amount in cash sufficient (without consideration of any investment of such cash)
to pay and discharge the entire indebtedness on those Securities not theretofore
delivered to the Trustee for cancellation for principal and premium, if any, and
interest  and  Additional  Amounts,  if any, to the date of such deposit (in the
case of Securities that have become due and payable) or to the Principal Payment
Date or  Redemption  Date,  as the case may be;  provided  that the  Trustee  is
irrevocably  instructed  to apply such amount to said  payments  with respect to
those Securities;

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

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

     Notwithstanding  the  satisfaction  and  discharge of this  Indenture,  the
following  rights or obligations  under the Securities and this Indenture  shall
survive until otherwise  terminated or discharged  hereunder:  (a) the Company's
obligations  under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, in each case with
respect to any  Securities  described  in  subclause  (ii) of clause (a) of this
Section 4.01, (b) this Article IV, (c) the rights,  powers,  trusts,  duties and
immunities of the Trustee hereunder, including the obligations of the Company to
the  Trustee  under  Section  6.07,  and the  obligations  of the Trustee or the
Company to any  Authenticating  Agent under  Section 6.14 and (d) if money shall
have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of
this Section  4.01,  the rights of Holders of any  Securities  described in that
subclause  (ii) to  receive,  solely  from  the  trust  fund  described  in that
subclause  (ii),  payments in respect of the  principal of, and premium (if any)
and  interest  on and  Additional  Amounts  (if  any)  with  respect  to,  those
Securities when such payments are due.

SECTION 4.02.     APPLICATION OF TRUST MONEY.

     Subject to the provisions of the last paragraph of Section 10.03, all money
deposited  with the Trustee  pursuant to Section 4.01 shall be held in trust and
applied by it, in  accordance  with the  provisions of the  Securities  and this
Indenture,  to  the  payment,  either  directly  or  through  any  Paying  Agent
(including the Company acting as its own Paying
                                       16
<PAGE>

     Agent) as the Trustee may determine,  to the Persons entitled  thereto,  of
the principal,  premium,  if any, interest and Additional  Amounts,  if any, for
whose  payment  such  money has been  deposited  with the  Trustee.  All  moneys
deposited  with the  Trustee  pursuant  to  Section  4.01 (and held by it or any
Paying  Agent) for the payment of  Securities  subsequently  converted  shall be
returned to the Company on Company Request.

SECTION 4.03.     REINSTATEMENT.

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

                                    ARTICLE V

                                    REMEDIES

SECTION 5.01.     EVENTS OF DEFAULT.

     "Event of Default,"  wherever used herein with respect to Securities of any
series,  means any one of the  following  events  (whatever  the reason for that
Event of Default and whether it shall be occasioned by the provisions of Article
XII or be  voluntary  or  involuntary  or be  effected  by  operation  of law or
pursuant  to any  judgment,  decree or order of any court or any order,  rule or
regulation of any  administrative  or  governmental  body),  unless it either is
inapplicable to a particular series of Securities or is specifically  deleted or
modified  in or  pursuant  to the  supplemental  indenture  or Board  Resolution
establishing that series or in the form of the Security for that series:

     (a) default in the payment of the  principal of or premium,  if any, on any
Security  of that  series  at its  Maturity,  whether  or not  such  payment  is
prohibited by the provisions of Article XII; or

     (b) default in the payment of any  interest  on or any  Additional  Amounts
with  respect to any  Security of that  series when it becomes due and  payable,
whether or not such payment is prohibited by the  provisions of Article XII, and
continuance of such default for a period of 30 days; or

     (c) default in the performance,  or breach,  of any covenant or warranty of
the  Company in this  Indenture  (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in this Section 5.01 specifically
dealt with or which has been expressly included in this Indenture solely for the
benefit  of one or more  series  of  Securities  other  than that  series),  and
continuance  of such  default or breach for a period of 60 days after  there has
been given, by registered or certified mail, to the Company by the Trustee or to
the  Company  and the  Trustee by any Holder a written  notice  specifying  such
default or breach and  requiring  it to be remedied and stating that such notice
is a "Notice of Default" hereunder; or

     (d) the filing or commencement of an involuntary  case or other  proceeding
against  the  Company  or any  Significant  Subsidiary  of the  Company  seeking
liquidation,  reorganization  or other  relief  with  respect to it or its debts
under any  bankruptcy,  insolvency  or other  similar law now or  thereafter  in
effect or seeking the appointment of a trustee, receiver, liquidator,  custodian
or other similar  official of it or any  substantial  part of its property,  and
such involuntary case or other proceeding shall remain  undismissed and unstayed
for a period of 90 days;  or an order for relief  shall be entered  against  the
Company  or  any  Significant  Subsidiary  of  the  Company  under  the  federal
bankruptcy laws as now or hereafter in effect; or

     (e) the filing or commencement by the Company or any Significant Subsidiary
of the  Company of a voluntary  case or other  proceeding  seeking  liquidation,
reorganization or other similar relief with respect to itself or its debts under
any bankruptcy,  insolvency or other similar law now or hereafter in effect,  or
seeking the appointment of a trustee,
                                       17
<PAGE>

     receiver,  liquidator,  custodian  or other  similar  official of it or any
substantial part of its property,  or the Company or any Significant  Subsidiary
of the  Company  shall  consent to any such relief or to the  appointment  of or
taking  possession  by  any  such  official  in an  involuntary  case  or  other
proceeding  commenced  against  it or shall  make a general  assignment  for the
benefit of creditors; or

     (f) any other Event of Default  provided with respect to Securities of that
series as contemplated by Section 3.01.

SECTION 5.02.     ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

     If an Event of Default with respect to any  Outstanding  Securities  of any
series  occurs and is  continuing,  then in every  such case the  Trustee or any
Holder may declare the outstanding  principal amount and any accrued interest of
all the Securities of the series affected by such default or all series,  as the
case may be, to be due and  payable  immediately,  by a notice in writing to the
Company (and to the Trustee if given by any Holder), and on any such declaration
such outstanding principal amount and any accrued interest (or specified amount)
shall become  immediately due and payable.  If an Event of Default  described in
clause (d) or (e) of Section 5.01 shall occur, the outstanding  principal amount
and any accrued interest of the Outstanding  Securities of all series ipso facto
shall 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  such a  declaration  of  acceleration  with  respect to
Securities  of any series (or of all  series,  as the case may be) has been made
and before a judgment or decree for  payment of the money due has been  obtained
by the Trustee as  hereinafter  in this  Article V provided,  any Holder of that
series (or of all series,  as the case may be), by written notice to the Company
and the Trustee, may rescind and annul such declaration and its consequences if

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

     (i) all overdue  interest on, and any  Additional  Amounts with respect to,
all Securities of that series (or of all series, as the case may be),

     (ii) the  principal of (and  premium,  if any, on) any  Securities  of that
series (or of all series,  as the case may be) which have  become due  otherwise
than by such  declaration of  acceleration  and interest  thereon at the rate or
rates  prescribed  therefore in such  Securities  (in the case of Original Issue
Discount Securities, the Securities' Yield to Maturity),

     (iii) to the extent that  payment of such  interest is lawful,  interest on
overdue  interest  and any  Additional  Amounts at the rate or rates  prescribed
therefor in such Securities (in the case of Original Issue Discount  Securities,
the Securities' Yield to Maturity) and

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

     (b) all Events of Default with respect to such  Security of that series (or
of all series),  other than the non- payment of the  principal of  Securities of
that  Security  (or  of all  series)  which  have  become  due  solely  by  such
declaration  of  acceleration,  have been cured or waived as provided in Section
5.13.

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

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

     The Company covenants that if

     (a)  default is made in the payment of any  interest  on or any  Additional
Amounts  with  respect to any  Security  of any  series  when such  interest  or
Additional  Amounts shall have become due and payable and such default continues
for a period of 30 days, or
                                       18
<PAGE>

     (b) default is made in the payment of the principal of or premium,  if any,
on any  Security of any series at the Maturity  thereof,  the Company  will,  on
demand  of the  Trustee,  pay to it,  for  the  benefit  of the  Holders  of the
Securities  of that  series,  the whole  amount  then due and  payable  on those
Securities  for principal and premium,  if any, and interest and any  Additional
Amounts,  and,  to the extent  that  payment of such  interest  shall be legally
enforceable,  interest on any overdue principal and premium,  if any, and on any
overdue interest and Additional  Amounts,  at the rate borne by those Securities
(or in the case of Original Issue Discount Securities,  the Yield to Maturity of
those  Securities),  and, in addition  thereto,  such further amount as shall be
sufficient  to cover  the  costs  and  expenses  of  collection,  including  the
reasonable compensation, expenses, disbursements and advances of the Trustee and
each predecessor  Trustee,  their respective  agents and counsel,  and any other
amounts due the Trustee or any predecessor Trustee under Section 6.07.

     If the Company  fails to pay such amounts  forthwith  on such  demand,  the
Trustee,  in its own name and as trustee of an express  trust,  may  institute a
judicial  proceeding  for the  collection  of the sums so due and unpaid and may
prosecute any such  proceeding to judgment or final decree,  and may enforce the
same against the Company (or any other obligor on those  Securities) and collect
the moneys  adjudged or decreed to be payable in the manner  provided by law out
of the  property  of the  Company  (or any other  obligor on those  Securities),
wherever situated.

     If an Event of Default with respect to  Securities of any series occurs and
is continuing,  the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of those Securities by such appropriate
judicial  proceedings  as the Trustee  shall deem most  effectual to protect and
enforce any such rights, whether for the specific enforcement of any covenant or
agreement  in this  Indenture  or in aid of the  exercise  of any power  granted
herein, or to enforce any other proper remedy.

SECTION 5.04.     TRUSTEE MAY FILE PROOFS OF CLAIM.

     In case of any  judicial  proceeding  relative to the Company (or any other
obligor on the  Securities of any series),  its property or its  creditors,  the
Trustee shall be entitled and empowered,  by  intervention in such proceeding or
otherwise,  to take any and all actions authorized under the Trust Indenture Act
in order to have the claims of the applicable Holders and the Trustee allowed in
any such proceeding.  In particular,  the Trustee shall be authorized to collect
and  receive any moneys or other  property  payable or  deliverable  on any such
claims  and to  distribute  the same;  and any  custodian,  receiver,  assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby  authorized by each applicable 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  applicable  Holders,  to pay to the Trustee any
amount due it and each  predecessor  Trustee  for the  reasonable  compensation,
expenses, disbursements and advances of the Trustee and each predecessor Trustee
and their respective  agents and counsel,  and any other amounts due the Trustee
under Section 6.07.

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

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

     All rights of action and claims under this  Indenture or the  Securities of
any series may be prosecuted and enforced by the Trustee  without the possession
of any of those Securities or the production thereof in any proceeding  relating
thereto,  and any such proceeding  instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after  provision  for the  payment  of the  reasonable  compensation,  expenses,
disbursements and advances of the Trustee and each predecessor Trustee and their
respective agents and counsel,  be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.
                                       19
<PAGE>
SECTION 5.06.     APPLICATION OF MONEY COLLECTED.

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

     FIRST: To payment of all amounts due the Trustee under Section 6.07;

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

     THIRD:  The balance,  if any, to the Company or any other Person or Persons
determined to be entitled thereto.

SECTION 5.07.     LIMITATION ON SUITS.

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

     (a) an Event of Default  with  respect  to  Securities  of that  series has
occurred and is continuing and that Holder has  previously  given written notice
to the Trustee of that continuing Event of Default;

     (b) any Holder of a particular  series  shall have made written  request to
the Trustee to institute  proceedings in respect of such Event of Default in its
own name as Trustee hereunder;

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

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

     (e) no direction  inconsistent  with such written request has been given to
the Trustee during such 60-day period by any Holder of a particular  series;  it
being  understood  and intended  that no one or more of those Holders shall have
any right in any manner  whatever by virtue of, or by availing of, any provision
of this  Indenture to affect,  disturb or  prejudice  the rights of any other of
those Holders, or to obtain or to seek to obtain priority or preference over any
other of those Holders or to enforce any right under this  Indenture,  except in
the manner  herein  provided and for the equal and ratable  benefit of all those
Holders.

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

     Notwithstanding  any other provision in this  Indenture,  the Holder of any
Security shall have the right, which is absolute and  unconditional,  to receive
payment of the  principal of and premium,  if any, and (subject to Section 3.07)
interest on and any  Additional  Amounts  with  respect to such  Security on the
respective  Principal  Payment Dates expressed in that Security (or, in the case
of redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment and right to convert,  and such rights shall not be impaired
without the consent of that Holder.

SECTION 5.09.     RESTORATION OF RIGHTS AND REMEDIES.

     If the Trustee or any Holder of Securities of any series has instituted any
proceeding  to  enforce  any  right or  remedy  under  this  Indenture  and that
proceeding  has been  discontinued  or  abandoned  for any  reason,  or has been
determined  adversely to the Trustee or to that  Holder,  then and in every such
case, subject to any determination in that
                                       20
<PAGE>
     proceeding,  the Company, the Trustee and the Holders of Securities of that
series shall be restored  severally and  respectively to their former  positions
hereunder  and  thereafter  all rights and  remedies  of the  Trustee  and those
Holders shall continue as though no such proceeding had been instituted.

SECTION 5.10.     RIGHTS AND REMEDIES CUMULATIVE.

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

SECTION 5.11.     DELAY OR OMISSION NOT WAIVER.

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

SECTION 5.12.     CONTROL BY HOLDERS.

     With respect to Securities  of any series,  any Holder of that series 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  relating  to or  arising  under an Event of  Default
described  in clause (a),  (b) or (f) of Section  5.01,  and with respect to all
Securities any Holder shall have the right to direct the time,  method and place
of conducting  any remedy  available to the Trustee,  or exercising any trust or
power  conferred on the Trustee,  not relating to or arising under such an Event
of Default; provided, that:

     (a) such  direction  shall not be in conflict  with any rule of law or with
this Indenture;

     (b) the  Trustee  may take any other  action  deemed  proper by the Trustee
which is not inconsistent with such direction; and

     (c) subject to the  provisions of Section 6.01,  the Trustee shall have the
right to decline to follow any such direction if the Trustee in good faith shall
determine  that the action so  directed  would  involve  the Trustee in personal
liability  or would  be  unduly  prejudicial  to  Holders  not  joining  in such
direction.

SECTION 5.13.     WAIVER OF PAST DEFAULTS.

     The  Holders  of not  less  than a  majority  in  principal  amount  of the
Outstanding  Securities  of any series  may on behalf of the  Holders of all the
Securities of that series waive any past default  hereunder with respect to that
series and its  consequences,  and the Holders of a majority in principal amount
of all  Outstanding  Securities  may on behalf of the Holders of all  Securities
waive any other past default hereunder and its consequences, except in each case
a default

     (a) in the payment of the  principal of or premium,  if any, or interest on
or any Additional Amounts with respect to any Security, or

     (b) in respect of a covenant or  provision  hereof  which under  Article IX
cannot  be  modified  or  amended  without  the  consent  of the  Holder of each
Outstanding Security affected.

     On any such waiver,  the waived default shall cease to exist, and any Event
of  Default  arising  therefrom  shall be deemed to have been  cured,  for every
purpose of this Indenture;  but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.
                                       21
<PAGE>
SECTION 5.14.     UNDERTAKING FOR COSTS.

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance  thereof  shall be deemed to have  agreed,  that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this  Indenture,  or in any suit  against the  Trustee  for any action  taken or
omitted by it as  Trustee,  the filing by any party  litigant in such suit of an
undertaking  to pay the  costs of such  suit,  and that  such  court  may in its
discretion assess costs,  including  attorneys' fees, against any party litigant
in such  suit,  having  due regard to the merits and good faith of the claims or
defenses made by such party  litigant;  but the  provisions of this Section 5.14
shall not apply to any suit instituted by the Company, to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders,  holding
in the aggregate more than 10% in principal amount of the Outstanding Securities
of any series,  or to any suit  instituted by any Holder for the  enforcement of
the  payment of the  principal  of, or  premium,  if any,  or interest on or any
Additional  Amounts  with  respect  to any  Security  on or after the  Principal
Payment  Date or  Maturities  expressed  in such  Security  (or,  in the case of
redemption, on or after the Redemption Date).

                                   ARTICLE VI

                                   THE TRUSTEE

SECTION 6.01.     CERTAIN DUTIES AND RESPONSIBILITIES.

     The duties and responsibilities of the Trustee shall be as provided by this
Indenture  and  the  Trust  Indenture  Act for  securities  issued  pursuant  to
indentures   qualified   thereunder.   Except  as  otherwise   provided  herein,
notwithstanding the foregoing,  no provision of this Indenture shall require the
Trustee  to  expend  or risk its own  funds or  otherwise  incur  any  financial
liability or risk 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  satisfactory to it
against such risk or liability is not  reasonably  assured to it. Whether or not
therein expressly so provided, every provision of this Indenture relating to the
conduct or affecting  the  liability of or affording  protection  to the Trustee
shall be subject to the  provisions of this Section 6.01.  The Trustee shall not
be liable  (a) for any error of  judgment  made in good  faith by a  Responsible
Officer or Responsible  Officers of the Trustee,  unless it shall be proved that
the  Trustee was  negligent  in  ascertaining  the  pertinent  facts or (b) with
respect  to any  action  taken or  omitted  to be  taken by it in good  faith in
accordance  with the  direction  of the  Holders of not less than a majority  in
aggregate  principal amount of the then Outstanding  Securities of any series or
all series, determined as provided in Section 5.12, relating to the time, method
and place of conducting any  proceeding or any remedy  available to the Trustee,
or exercising any trust or power conferred on the Trustee,  under this Indenture
with respect to those Securities. Prior to the occurrence of an Event of Default
with respect to  Securities of any series and after the curing or waiving of all
Events of Default with respect to all series  which may have  occurred:  (a) the
duties and obligations of the Trustee shall be determined  solely by the express
provisions  of this  Indenture and in the Trust  Indenture  Act, and the Trustee
shall not be liable except for the performance of such duties and obligations as
are specifically set forth in this Indenture and in the Trust Indenture Act, and
no implied  covenants or obligations  shall be read in to this Indenture against
the Trustee; and (b) in the absence of bad faith on the part of the Trustee, the
Trustee  may  conclusively  rely,  as to the  truth  of the  statements  and the
correctness of the opinions therein, on any statements, certificates or opinions
furnished to the Trustee and  conforming to the  requirements  of this Indenture
and  believed by the Trustee to be genuine and to have been signed or  presented
by the  proper  party  or  parties;  but in the  case  of any  such  statements,
certificates or options which by any provisions hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine the
same to determine  whether or not they conform on their face to the requirements
of this  Indenture.  If a  default  or an  Event  of  Default  with  respect  to
Securities  of any series has  occurred  and is  continuing,  the Trustee  shall
exercise the rights and powers  vested in it by this  Indenture and 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.

SECTION 6.02.     NOTICE OF DEFAULTS.

     The Trustee  shall give the Holders of  Securities of each series notice of
any default  hereunder with respect to the Securities of that series known to it
as and to the extent  provided by the Trust  Indenture Act;  provided,  however,
that in the case of any default with respect to the Securities of that series of
the  character  specified in Section  5.01(c),  no such notice to those  Holders
shall  be  given  until  at least 30 days  after  the  occurrence  thereof;  and
provided, further, that, except
                                       22
<PAGE>
     in the case of a default in payment of principal  of,  premium,  if any, or
interest on or any  Additional  Amounts  with respect to any  Securities  of any
series,  the Trustee may withhold  notice to the Holders of those  Securities if
and so long as a committee of its Responsible  Officers in good faith determines
that  withholding  the  notice is in the  interests  of those  Holders.  For the
purpose of this Section 6.02,  the term "default" with respect to the Securities
of any series means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to those Securities.

SECTION 6.03.     CERTAIN RIGHTS OF TRUSTEE.

     Subject to the provisions of Section 6.01:

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

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

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

     (d) the  Trustee may consult  with  counsel and the written  advice of such
counsel or any Opinion of Counsel shall be full and complete  authorization  and
protection in respect of any action  taken,  suffered or omitted by it hereunder
in good faith and in reliance thereon;

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

     (f) the Trustee shall not be required to give any bond or surety in respect
of the performance of its power and duties hereunder; and

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

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

     The statements and recitals  contained  herein and in the Securities and in
any other  document in connection  with the sale of the  Securities,  except the
Trustee's certificate of authentication, shall be taken as the statements of the
Company,  and the Trustee and any Authenticating  Agent assume no responsibility
for their  correctness.  The Trustee makes no representations as to the validity
or  sufficiency  of this  Indenture  or of the  Securities.  The Trustee and any
Authenticating  Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.

SECTION 6.05.     MAY HOLD SECURITIES.
                                       23
<PAGE>

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

SECTION 6.06.     MONEY HELD IN TRUST.

     Money held by the Trustee or any Paying Agent in trust  hereunder  need not
be segregated from other funds except to the extent required by law. The Trustee
or any  Paying  Agent  shall be under no  liability  for  interest  on any money
received by it hereunder except as otherwise agreed with the Company.

SECTION 6.07.     COMPENSATION AND REIMBURSEMENT.

     The Company agrees:

     (a) to pay to the Trustee from time to time  compensation  for all services
rendered by it hereunder (including its services as Security Registrar or Paying
Agent,  if so appointed by the Company) as may be mutually  agreed on in writing
by the Company and the Trustee (which  compensation  shall not be limited by any
provision  of law in  regard to the  compensation  of a  trustee  of an  express
trust);

     (b) except as otherwise expressly provided herein, to reimburse the Trustee
and  each  predecessor  Trustee  promptly  on its  request  for  all  reasonable
expenses,  disbursements  and advances incurred or made by or on behalf of it in
connection  with the  performance  of its  duties  under any  provision  of this
Indenture   (including  the  reasonable   compensation   and  the  expenses  and
disbursements  of its agents and counsel and all other  persons not regularly in
its employ) except to the extent any such expense,  disbursement  or advance may
be attributable to its negligence or bad faith; and

     (c) to  indemnify  the  Trustee  and each  predecessor  Trustee  (each,  an
"indemnitee")  for,  and to hold the  indemnitee  harmless  against,  any  loss,
liability  or  expense  incurred  without  negligence  or bad faith on its part,
arising out of or in connection  with the acceptance or  administration  of this
Indenture  or the trusts  hereunder  and its  duties  hereunder  (including  its
services as Security Registrar or Paying Agent, if so appointed by the Company),
including  enforcement  of this  Indenture  (including  this  Section  6.07) and
including the costs and expenses of defending  itself  against or  investigating
any claim or liability in connection  with the exercise or performance of any of
its powers or duties hereunder. The Company shall defend any claim or threatened
claim asserted  against an indemnitee for which it may seek  indemnity,  and the
indemnitee shall cooperate in the defense unless,  in the reasonable  opinion of
the indemnitee's  counsel, the indemnitee has an interest adverse to the Company
or a potential  conflict  of interest  exists  between  the  indemnitee  and the
Company,  in which case the indemnitee may have separate counsel and the Company
shall pay the  reasonable  fees and expenses of such counsel;  provided that the
Company shall only be responsible  for the  reasonable  fees and expenses of one
law  firm  (in  addition  to  local  counsel)  in any  one  action  or  separate
substantially  similar actions in the same jurisdiction  arising out of the same
general  allegations  or  circumstances,  such law firm to be  designated by the
indemnitee.

     When the  Trustee or any  predecessor  Trustee  incurs  expenses or renders
services  in  connection  with  the  performance  of its  obligations  hereunder
(including its services as Security  Registrar or Paying Agent,  if so appointed
by the Company)  after an Event of Default  specified in Section  5.01(d) or (e)
occurs,  those expenses and the  compensation for those services are intended to
constitute   expenses  of  administration   under  any  applicable   bankruptcy,
insolvency  or other  similar  federal  or state law to the extent  provided  in
Section  503(b)(5) of Title 11 of the United States Code, as now or hereafter in
effect.

SECTION 6.08.     DISQUALIFICATION; CONFLICTING INTERESTS.

     (a) If the  Trustee  has or shall  acquire  any  conflicting  interest,  as
defined in this Section 6.08,  with respect to the Securities of any series,  it
shall, within 90 days after ascertaining that it has such conflicting  interest,
either  eliminate  that  conflicting  interest  or resign  with  respect  to the
Securities  of that  series  in the  manner  and  with  the  effect  hereinafter
specified in this Article VI.
                                       24
<PAGE>

     (b) In the event that the Trustee shall fail to comply with the  provisions
of paragraph  (a) of this Section  6.08 with  respect to the  Securities  of any
series,  the Trustee  shall,  within 10 days after the  expiration of the 90-day
period  referred to in that  paragraph  (a),  transmit by mail to all Holders of
Securities of that series,  as their names and addresses  appear in the Security
Register for that series, notice of that failure.

     (c) For the purposes of this Section, the term "conflicting interest" shall
have the meaning  specified in Section 310(b) of the Trust Indenture Act and the
Trustee shall comply with Section 310(b) of the Trust  Indenture Act;  provided,
that there shall be excluded  from the  operation  of Section  310(b)(1)  of the
Trust  Indenture Act with respect to the  Securities of any series 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 Section  310(b)(1)  of the Trust
Indenture  Act are met. For  purposes of the  preceding  sentence,  the optional
provision  permitted  by the second  sentence of Section  310(b)(9) of the Trust
Indenture Act shall be applicable.

SECTION 6.09.     CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There  shall at all times be a Trustee  hereunder  which  shall be a Person
that (i) is eligible  pursuant to the Trust  Indenture Act to act as such,  (ii)
has (or, in the case of a corporation included in a bank holding company system,
whose  related  bank holding  company has) a combined  capital and surplus of at
least  $50,000,000  and (iii) has a  Corporate  Trust  Office in the  Borough of
Manhattan, The City of New York, or a designated agent. If such Person publishes
reports of conditions at least annually,  pursuant to law or to the requirements
of a Federal or state supervising or examining authority,  then for the purposes
of this Section 6.09,  the combined  capital and surplus of such Person shall be
deemed to be its  combined  capital  and surplus as set forth in its most recent
report of condition so  published.  If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 6.09, it shall resign
immediately  in the  manner and with the effect  hereinafter  specified  in this
Article VI.

SECTION 6.10.     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

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

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

     (d) If at any time:

     (i) the Trustee  shall fail to comply with Section 6.08 with respect to the
Securities of any series after written request therefor by the Company or by any
Holder who has been a bona fide Holder of a Security of that series for the last
six months, or

     (ii) the Trustee shall cease to be eligible under Section 6.09 with respect
to the  Securities of any series and shall fail to resign after written  request
therefor  by the  Company or by any Holder who has been a bona fide  Holder of a
Security of that series for the last six months, or

     (iii) the Trustee  shall become  incapable of acting or shall be adjudged a
bankrupt or insolvent  or a receiver of the Trustee or of its property  shall be
appointed or any public  officer  shall take charge or control of the Trustee or
of its property or affairs for the purpose of  rehabilitation,  conservation  or
liquidation,  then, in any such case, (i) the Company by a Board  Resolution may
remove the Trustee with respect to the Securities of all series, or (ii) subject
                                       25
<PAGE>

     to Section  5.14,  any Holder who has been a bona fide Holder of a Security
for at least six  months  may,  on behalf of himself  and all  others  similarly
situated,  petition any court of competent  jurisdiction  for the removal of the
Trustee and the appointment of a successor Trustee or Trustees.

     (e) If the Trustee shall resign,  be removed or become incapable of acting,
or if a vacancy  shall occur in the office of Trustee for any cause with respect
to the  Securities of one or more series,  the Company,  by a Board  Resolution,
shall  promptly  appoint a successor  Trustee or Trustees  with respect to those
Securities  (it being  agreed that any such  successor  Trustee may be appointed
with respect to the Securities of one or more or all of those series and that at
any time there shall be only one Trustee with respect to the  Securities  of any
particular  series) and such successor Trustee or Trustees shall comply with the
applicable requirements of Section 6.11. If no successor Trustee with respect to
the  Securities  of any series  shall have been so  appointed by the Company and
accepted  appointment in the manner required by Section 6.11, any Holder who has
been a bona fide  Holder of a  Security  of that  series for at least six months
may, on behalf of himself and all others similarly situated,  petition any court
of  competent  jurisdiction  for the  appointment  of a successor  Trustee  with
respect to the Securities of that series.

     (f) The Company shall give notice of each  resignation  and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor  Trustee with respect to the Securities of any series to all Holders
of the  Securities of that series in the manner  provided in Section 1.06.  Each
notice shall  include the name of the  successor  Trustee and the address of its
Corporate Trust Office.

SECTION 6.11.     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

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

     (c) On request of any such successor Trustee, the Company shall execute any
and all  instruments  for more fully and certainly  vesting in and confirming to
such  successor  Trustee  all such  rights,  powers  and trusts  referred  to in
paragraph (a) or (b) of this Section 6.11, as the case may be.
                                       26
<PAGE>

     (d) No successor  Trustee shall accept its appointment  unless, at the time
of that acceptance, that successor Trustee shall be qualified and eligible under
this Article VI.

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

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

SECTION 6.13.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

SECTION 6.14.     APPOINTMENT OF AUTHENTICATING AGENT.

     The Trustee may appoint an Authenticating  Agent or Agents with the consent
of the Company and at the expense of the Company  which shall be  authorized  to
act on behalf of the Trustee to authenticate Securities issued on original issue
and on  exchange,  registration  of  transfer,  partial  conversion  or  partial
redemption or pursuant to Section 3.06, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the  authentication  and delivery of Securities by the
Trustee or the Trustee's certificate of authentication,  such reference shall be
deemed to include  authentication  and  delivery  on behalf of the Trustee by an
Authenticating  Agent and a certificate of authentication  executed on behalf of
the  Trustee by an  Authenticating  Agent.  Each  Authenticating  Agent shall be
acceptable to the Company and shall at all times be a Person organized and doing
business  under the laws of the United  States of America,  any State thereof or
the District of Columbia,  authorized  under such laws to act as  Authenticating
Agent,  having (or,  in the case of a  corporation  included  in a bank  holding
company system,  whose related bank holding company has) a combined  capital and
surplus of not less than  $50,000,000  and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition  at least  annually,  pursuant to law or to the  requirements  of said
supervising or examining authority,  then for the purposes of this Section 6.14,
the combined capital and surplus of such Authenticating Agent shall be deemed to
be its  combined  capital and surplus as set forth in its most recent  report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible  in  accordance   with  the  provisions  of  this  Section  6.14,  such
Authenticating  Agent shall resign immediately in the manner and with the effect
specified in this Section 6.14.

     Any Person into which an Authenticating Agent may be merged or converted or
with which it may be  consolidated,  or any Person  resulting  from any  merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any Person  succeeding to the corporate agency or corporate trust business of
an Authenticating  Agent, shall continue to be an Authenticating Agent, provided
such Person shall be otherwise  eligible  under this Section  6.14,  without the
execution  or filing of any paper or any  further act on the part of the Trustee
or the Authenticating Agent.

     An  Authenticating  Agent may resign at any time by giving  written  notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an  Authenticating  Agent by giving written notice thereof to such
Authenticating  Agent  and  to the  Company.  On  receiving  such  a  notice  of
resignation or on such a termination, or in case at any time such Authenticating
Agent  shall  cease to be eligible in  accordance  with the  provisions  of this
Section  6.14,  the  Trustee  may  appoint  a  successor   Authenticating  Agent
acceptable  to the  Company  and  shall  mail  notice  of  such  appointment  by
first-class mail,  postage prepaid,  to all Holders of Securities for which such
successor  Authenticating  Agent has been appointed as their names and addresses
appear in the Security Register. Any successor
                                       27
<PAGE>

     Authenticating  Agent on acceptance of its  appointment  under this Section
6.14  shall  become  vested  with  all the  rights,  powers  and  duties  of its
predecessor   hereunder,   with  like  effect  as  if  originally  named  as  an
Authenticating  Agent.  No  successor  Authenticating  Agent shall be  appointed
unless eligible to act as such under the provisions of this Section 6.14.

     Any  Authenticating  Agent by the  acceptance of its  appointment  shall be
deemed to have represented to the Trustee that it is eligible for appointment as
Authenticating Agent under this Section 6.14 and to have agreed with the Trustee
that:  it will  perform and carry out the duties of an  Authenticating  Agent as
herein set forth,  including,  among other  duties,  the duties to  authenticate
Securities  when  presented to it in connection  with the original  issuance and
with exchanges,  registrations of transfer or redemptions or conversions thereof
or  pursuant  to Section  3.06;  it will keep and  maintain,  and furnish to the
Trustee from time to time as requested  by the Trustee,  appropriate  records of
all transactions  carried out by it as Authenticating Agent and will furnish the
Trustee such other  information  and reports as the Trustee may require;  and it
will  notify the  Trustee  promptly  if it shall  cease to be eligible to act as
Authenticating Agent in accordance with the provisions of this Section 6.14. Any
Authenticating  Agent by the  acceptance of its  appointment  shall be deemed to
have  agreed  with the  Trustee  to  indemnify  the  Trustee  against  any loss,
liability  or expense  incurred by the Trustee and to defend any claim  asserted
against  the  Trustee  by  reason  of any  acts  or  failures  to  act  of  such
Authenticating  Agent, but such Authenticating Agent shall have no liability for
any action taken by it in accordance with the specific written  direction of the
Trustee.

     The  Trustee  shall  not be  liable  for  any  act or  any  failure  of the
Authenticating  Agent to perform any duty either  required  herein or authorized
herein to be performed by such person in accordance with this Indenture.

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

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

     "This is one of the  Securities  of the  series  designated,  described  or
provided for in the within-mentioned Indenture.

                                          ------------------------------------
                                          BANK OF OKLAHOMA, N.A.

                                          By: _________________________________
                                                AS AUTHENTICATING AGENT


                                          By: _________________________________
                                                AUTHORIZED SIGNATORY"

     Notwithstanding  any provision of this Section 6.14 to the contrary,  if at
any time any Authenticating Agent appointed hereunder with respect to any series
of Securities shall not also be acting as the Security Registrar  hereunder with
respect to that series of  Securities,  then, in addition to all other duties of
an  Authenticating  Agent  hereunder,  such  Authenticating  Agent shall also be
obligated to furnish to the  Security  Registrar  for that series of  Securities
promptly all information necessary to enable that Security Registrar to maintain
at all times an  accurate  and  current  Security  Register  for that  series of
Securities.  Furthermore,  the Security  Registrar for that series of Securities
shall also be  obligated  to  furnish  the  Authenticating  Agent  promptly  all
information  necessary  to enable that  Authenticating  Agent to maintain at all
times accurate and current records for that series of Securities.
                                       28
<PAGE>

                                   ARTICLE VII

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

     The Company  will  furnish or cause to be  furnished  to the  Trustee  with
respect to each series of Securities:

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

     (b) not  less  than 15 days  prior  to the date on  which  the  Trustee  is
required  or  permitted  to send any notice,  report,  or other  information  to
Holders, and

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

     Notwithstanding  the  foregoing,  so long as the  Trustee  is the  Security
Registrar, no such list shall be required to be furnished.

SECTION 7.02.     PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS.

     (a) The  Trustee  shall  preserve,  in as  current a form as is  reasonably
practicable,  the names and  addresses of Holders of  Securities  of each series
contained  in the most  recent  list  furnished  to the  Trustee as  provided in
Section  7.01 and the names and  addresses of Holders of those  Securities.  The
Trustee  may  destroy any list  furnished  to it as provided in Section  7.01 on
receipt of a new list so furnished.

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

     (c) Every Holder of Securities,  by receiving and holding the same,  agrees
with the Company,  each  Subsidiary  Guarantor  and the Trustee that neither the
Company,  any  Subsidiary  Guarantor  nor the Trustee nor any agent of either of
them shall be held  accountable by reason of any disclosure of information as to
names and  addresses  of Holders  made  pursuant to the Trust  Indenture  Act or
otherwise in accordance with this Indenture.

SECTION 7.03.     REPORTS BY TRUSTEE.

     (a) Not  later  than 60 days  following  each  May 15,  the  Trustee  shall
transmit to Holders such reports  concerning  the Trustee and its actions  under
this  Indenture as may be required  pursuant to the Trust  Indenture  Act at the
times and in the manner provided pursuant thereto.

     (b) A copy of each such report shall,  at the time of such  transmission to
Holders,  be filed  by the  Trustee  with  each  stock  exchange  on  which  the
Securities of any series are listed,  with the  Commission and with the Company.
The Company will notify the Trustee when the  Securities are listed on any stock
exchange.

SECTION 7.04.     REPORTS BY COMPANY.

     (a) The  Company  shall  file  with the  Trustee  and the  Commission,  and
transmit to Holders,  such  information,  documents and other reports,  and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to the Trust Indenture Act;  provided,
that any such  information,  documents or reports  required to be filed with the
Commission  pursuant to Section 13 or 15(d) of the  Exchange  Act shall be filed
with the  Trustee  within 15 days after the same is so required to be filed with
the Commission.
                                       29
<PAGE>

     (b) The Company  shall file with the Trustee an Officer's  Certificate  and
supporting documentation, along with such other information and documentation as
may be required  by the  Trustee to  document  the payment by the Company of all
obligations hereunder within 15 days after any such payment is made.

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.01.     COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

     The Company  shall not  consolidate  with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person in one transaction or a series of related transactions unless:

     (a) in case the Company shall consolidate with or merge into another Person
or convey,  transfer  or lease its  properties  and assets  substantially  as an
entirety to any Person in one  transaction or a series of related  transactions,
the Person formed by such  consolidation  or into which the Company is merged or
the Person which  acquires by  conveyance  or  transfer,  or which  leases,  the
properties  and assets of the Company  substantially  as an entirety  shall be a
corporation, partnership, limited liability company or trust, shall be organized
and validly  existing under the laws of the United States of America,  any State
thereof or the District of Columbia and shall expressly  assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee,  the due and punctual  payment of the principal of, premium,  if
any,  and  interest  on and  any  Additional  Amounts  with  respect  to all the
Securities and the performance or observance of every covenant of this Indenture
on the part of the Company to be performed or observed;

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

     (c) such  consolidation,  merger,  conveyance,  transfer  or lease does not
adversely affect the validity or enforceability of the Securities of any series;
and

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

SECTION 8.02.     SUCCESSOR SUBSTITUTED.

     On any  consolidation  of the Company  with, or merger of the Company into,
any other Person or any conveyance,  transfer or lease the properties and assets
of the Company  substantially as an entirety to any Person in one transaction or
a series of related  transactions in accordance with Section 8.01, the successor
Person  formed by such  consolidation  or into which the Company is merged or to
which  such  conveyance,  transfer  or lease is made  shall  succeed  to, and be
substituted  for, and may exercise  every right and power of, the Company  under
this Indenture  with the same effect as if such successor  Person had been named
as the  Company  herein,  and  thereafter,  except in the case of a transfer  by
lease, the predecessor Person shall be relieved of all obligations and covenants
under this Indenture and the Securities.
                                       30
<PAGE>

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 9.01.     SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

     (a) to set  forth  the  terms of the  Securities  of any  unissued  series,
including  the  additional  indebtedness  or  other  liabilities  to  which  the
Securities of that series will be  subordinated as contemplated by Section 3.01;
or

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

     (c) for the benefit of the Holders of Securities  of any or all series,  to
add to the  covenants  of the  Company,  add an  additional  Event of Default or
surrender any right or power conferred herein or in the Securities of any series
on the Company (and if any such covenant, Event of Default or surrender is to be
for the benefit of Holders of Securities  of less than all series,  stating that
such  covenants,  Event of Default or surrender is or are being included  solely
for the benefit of the Holders of Securities of those series  referred to in the
supplemental indenture); or

     (d) to  secure  the  Securities  of any or  all  series  or any  Subsidiary
Guarantee; or

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

     (f) to supplement any of the provisions of this Indenture to such extent as
shall be necessary to permit or facilitate  the  defeasance and discharge of any
series of Securities pursuant to Section 4.01; provided,  however, that any such
action shall not  adversely  affect the interest of the Holders of Securities of
such series or any other series of Securities in any material respect; or

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

     (h) to cure any  ambiguity  or  omission,  to  correct  or  supplement  any
provision  herein  or in  the  Securities  of any or  all  series  which  may be
defective or inconsistent  with any other provision  herein or in the Securities
of any or all series, or to make any other provisions with respect to matters or
questions  arising under this Indenture which shall not be inconsistent with the
provisions of this Indenture; provided, that such action pursuant to this clause
(i) shall not adversely affect the interests of the Holders of Securities of any
series in any material respect and the Trustee may rely on an Opinion of Counsel
to that effect; or

     (i) to  release a  Subsidiary  Guarantor  from its  obligations  under this
Indenture and its Subsidiary  Guarantee in accordance with the provisions hereof
and thereof.

SECTION 9.02.     SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

     With the consent of the  Holders of not less than a majority  in  principal
amount of the Outstanding  Securities,  by Act of said Holders  delivered to the
Company and the  Trustee,  or, if the rights of one or more,  but less than all,
series of Outstanding  Securities  are to be affected,  then with the consent of
the Holders of not less than a majority in principal amount of all the series of
Outstanding  Securities so to be affected, by Act of said Holders (acting as one
class) delivered to the Company and the Trustee, the Company, when authorized by
a Board Resolution, each Subsidiary Guarantor,
                                       31
<PAGE>

     when  authorized by a Board  Resolution,  and the Trustee may enter into an
indenture  or  indentures  supplemental  hereto  for the  purpose  of adding any
provisions to or changing in any manner or eliminating  any of the provisions of
this  Indenture or of  modifying  in any manner the rights of the Holders  under
this Indenture;  provided,  however, that no such supplemental  indenture shall,
without the consent of the Holder of each Outstanding Security affected thereby,

     (a)  change  the  Principal  Payment  Date  of  the  principal  of,  or any
installment  of  principal  of or  interest  on,  any  Security,  or reduce  the
principal amount thereof or the rate of interest thereon, any Additional Amounts
with respect thereto or any premium payable on the redemption thereof, or reduce
the amount of the principal of any Original Issue  Discount  Security that would
be due and payable on a  declaration  of  acceleration  of the Maturity  thereof
pursuant  to  Section  5.02,  where,  or the  coin  or  currency  or  currencies
(including  composite  currencies) in which,  any Security or any premium or any
interest thereon or Additional Amount with respect thereto is payable, or impair
the right to institute suit for the  enforcement of any such payment on or after
the Principal  Payment Date thereof (or, in the case of redemption,  on or after
the  Redemption  Date),  or the provisions of this Indenture with respect to the
subordination  of the  Securities  (except as  contemplated  by Section 3.01 and
permitted by Section 9.01(a)), in a matter adverse to the Holders; or

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

     (c) modify any of the  provisions  of this  Section  9.02,  Section 5.13 or
Section 10.06,  except to increase any percentage  provided herein or therein or
to provide with  respect to any  particular  series the right to  condition  the
effectiveness of any supplemental  indenture as to that series on the consent of
the Holders of a  specified  percentage  of the  aggregate  principal  amount of
Outstanding  Securities of that series (which  provision may be made pursuant to
Section 3.01 without the consent of any Holder) or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding  Security affected thereby,  provided,  that this
clause (c) shall not be deemed to require the consent of any Holder with respect
to changes in the  references to "the Trustee" and  concomitant  changes in this
Section 9.02 and Section 10.06,  or the deletion of this proviso,  in accordance
with the requirements of Sections 6.11(b) and 9.01(g).

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

     It shall not be necessary for any Act of Holders under this Section 9.02 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if that Act approves the substance thereof.

     The  determination of the Trustee as to the series of Securities the rights
of which are to be affected  pursuant to this Section 9.02 shall be  conclusive,
and the Trustee in making that determination shall be protected in relying on an
Opinion of Counsel.

SECTION 9.03.     EXECUTION OF SUPPLEMENTAL INDENTURES.

     In  executing,   or  accepting  the  additional   trusts  created  by,  any
supplemental indenture permitted by this Article IX or the modifications thereby
of the trusts  created by this  Indenture,  the  Trustee  shall be  entitled  to
receive,  and (subject to Section 6.01) shall be fully  protected in relying on,
an Officers' Certificate and an Opinion of Counsel stating that the execution of
such  supplemental  indenture is authorized or permitted by this Indenture.  The
Trustee  may, but shall not be  obligated  to, enter into any such  supplemental
indenture that adversely affects the Trustee's own rights,  duties or immunities
under this Indenture or otherwise.
                                       32
<PAGE>

SECTION 9.04.     EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 9.05.     CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 9.06.     REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

SECTION 9.07.     NOTICE OF SUPPLEMENTAL INDENTURE.

     Promptly  after  the  execution  by the  Company  and  the  Trustee  of any
supplemental  indenture  pursuant to Section 9.02, the Company shall transmit to
the Holders of Securities of all series affected  thereby a notice setting forth
the substance of that supplemental indenture.

                                    ARTICLE X

                                    COVENANTS

SECTION 10.01.    PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

     The  Company  covenants  and  agrees  for the  benefit  of each  series  of
Securities  that it will duly and punctually pay the principal of,  premium,  if
any, and interest on and any  Additional  Amounts with respect to the Securities
of that  series  in  accordance  with the  terms of  those  Securities  and this
Indenture.

SECTION 10.02.    MAINTENANCE OF OFFICE OR AGENCY.

     The  Company  will  maintain  in the Place of  Payment  for each  series of
Securities an office or agency where  Securities of that series may be presented
or surrendered for payment,  where  Securities of that series may be surrendered
for registration of transfer, where Securities of that series may be surrendered
for exchange or conversion and where notices and demands to or on the Company in
respect of the Securities of that series and this  Indenture may be served.  The
Company will give prompt written notice to the Trustee of the location,  and any
change in the location, of any such office or agency. If at any time the Company
shall  fail to  maintain  any such  required  office or agency or shall  fail to
furnish the Trustee with the address thereof,  such  presentations,  surrenders,
notices and demands may be made or served at the  Corporate  Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

     The Company may also from time to time  designate one or more other offices
or  agencies  where the  Securities  of one or more series may be  presented  or
surrendered  for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for  Securities  of any series for such  purposes.  The
Company will give prompt written  notice to the Trustee of any such  designation
or  rescission  and of any change in the  location  of any such other  office or
agency.
                                       33
<PAGE>

SECTION 10.03.    MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

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

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

     The  Company  will cause each  Paying  Agent  other than the Trustee or the
Company for each series of  Securities  to execute and deliver to the Trustee an
instrument  in which such Paying Agent shall agree with the Trustee,  subject to
the  provisions of this Section  10.03,  that such Paying Agent will: (a) comply
with the provisions of the Trust Indenture Act and this Indenture  applicable to
it as a Paying  Agent and hold all sums held by it for the payment of  principal
of or any premium or interest on or any  Additional  Amounts with respect to the
Securities  of that  series in trust for the  benefit  of the  Persons  entitled
thereto until such sums shall be paid to those Persons or otherwise  disposed of
as herein  provided;  (b) give the Trustee  notice of any default by the Company
(or any other obligor on the Securities) in the making of any payment in respect
of the Securities of that series;  and (c) at any time during the continuance of
any  default by the  Company  (or any other  obligor on the  Securities  of that
series) in the  making of any  payment  in  respect  of the  Securities  of that
series, on the written request of the Trustee,  forthwith pay to the Trustee all
sums held in trust by such Paying Agent for payment in respect of the Securities
of that series, and account for any funds disbursed.

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

     Any money  deposited with the Trustee or any Paying Agent,  or then held by
the Company,  in trust for the payment of the principal of, premium,  if any, or
interest on or any Additional Amounts with respect to any Security of any series
and remaining  unclaimed for two years after that  principal,  premium,  if any,
interest or Additional Amounts, if any, has become due and payable shall be paid
to the Company on Company  Request,  or (if then held by the  Company)  shall be
discharged from such trust; and the Holder of that Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all  liability  of the Trustee or such Paying  Agent with  respect to such trust
money, and all liability of the Company as trustee thereof, shall thereon cease;
provided,  however, that the Trustee or such Paying Agent, before being required
to make  any such  repayment,  may at the  expense  of the  Company  cause to be
published once, in a newspaper  published in the English  language,  customarily
published on each Business Day and of general circulation in Phoenix, Arizona or
Dallas,  Texas,  notice that such money remains unclaimed and that, after a date
specified  therein,  which  shall not be less than 30 days from the date of such
publication,  any unclaimed  balance of such money then remaining will be repaid
to the Company.

SECTION 10.04.    STATEMENT BY OFFICERS AS TO DEFAULT.

     The Company will  deliver to the Trustee,  within 120 days after the end of
each fiscal year of the  Company  ending  after the date  hereof,  an  Officers'
Certificate  stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions  and conditions of this  Indenture  (without  regard to any period of
grace or requirement of notice provided  hereunder) and, if the Company shall be
in default,  specifying  all such defaults and the nature and status  thereof of
which they may have knowledge.
                                       34
<PAGE>

SECTION 10.05.    EXISTENCE.

     Subject to Article VIII, the Company will do or cause to be done all things
necessary  to preserve and keep in full force and effect its  existence,  rights
(charter and statutory) and  franchises and the existence,  rights  (charter and
statutory)  and  franchises  of each  Subsidiary;  provided,  however,  that the
Company  shall not be required to preserve  any such right or  franchise  if the
Board of Directors  shall determine that the  preservation  thereof is no longer
desirable  in the  conduct  of the  business  of the  Company  and that the loss
thereof  is not  disadvantageous  in any  material  respect  to the  Holders  of
Securities of any series.

SECTION 10.06.    WAIVER OF CERTAIN COVENANTS.

     The Company may omit in any particular instance to comply with any covenant
or condition set forth in Section  10.05,  or any covenant added for the benefit
of any series of Securities as  contemplated  by Section 3.01 (unless  otherwise
specified  pursuant  to  Section  3.01) if  before  or  after  the time for such
compliance  the Holders of a majority  in  principal  amount of the  Outstanding
Securities of all series affected by that omission  (acting as one class) shall,
by Act of such  Holders,  either  waive  such  compliance  in such  instance  or
generally waive  compliance with such covenant or condition,  but no such waiver
shall  extend to or affect such  covenant or  condition  except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such  covenant or
condition shall remain in full force and effect.

SECTION 10.07.    ADDITIONAL AMOUNTS.

     If the  Securities  of a  series  expressly  provide  for  the  payment  of
Additional  Amounts,  the Company will pay to the Holder of any Security of that
series  Additional  Amounts as  expressly  provided  therein.  Whenever  in this
Indenture there is mentioned, in any context, the payment of the principal of or
any premium or interest  on, or in respect of, any Security of any series or the
net  proceeds  received on the sale or  exchange of any  Security of any series,
such  mention  shall be deemed to include  mention of the payment of  Additional
Amounts  provided for in this Section 10.07 to the extent that, in such context,
Additional  Amounts are, were or would be payable in respect thereof pursuant to
the  provisions  of this  Section  10.07 and  express  mention of the payment of
Additional  Amounts  (if  applicable)  in any  provisions  hereof  shall  not be
construed as excluding  Additional Amounts in those provisions hereof where such
express mention is not made.

     If the  Securities  of a  series  provide  for the  payment  of  Additional
Amounts,  at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities  (or if the Securities of that series will not bear
interest  prior to Maturity,  the first day on which a payment of principal  and
any  premium  is made),  and at least 10 days  prior to each date of  payment of
principal  and any premium or interest if there has been any change with respect
to the  matters  set forth in the  below-mentioned  Officers'  Certificate,  the
Company shall furnish the Trustee and the  Company's  principal  Paying Agent or
Paying  Agents,  if  other  than  the  Trustee,  with an  Officers'  Certificate
instructing  the Trustee and such Paying  Agent or Paying  Agents  whether  such
payment of  principal of and any premium or interest on the  Securities  of that
series  shall be made to Holders  of  Securities  of that  series who are United
States Aliens without  withholding  for or on account of any tax,  assessment or
other  governmental  charge  described in the Securities of that series.  If any
such  withholding  shall be  required,  then such  Officers'  Certificate  shall
specify by country the amount,  if any, required to be withheld on such payments
to such Holders of Securities  and the Company will pay to such Paying Agent the
Additional Amounts required by this Section.  The Company covenants to indemnify
the  Trustee and any Paying  Agent for,  and to hold them  harmless  against any
loss,  liability or expense reasonably  incurred without negligence or bad faith
on their part arising out of or in  connection  with actions taken or omitted by
any of them in reliance on any Officers'  Certificate furnished pursuant to this
Section 10.07.
                                       35
<PAGE>

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

SECTION 11.01.    APPLICABILITY OF ARTICLE.

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

SECTION 11.02.    ELECTION TO REDEEM; NOTICE TO TRUSTEE.

     The election of the Company to redeem any Securities  shall be evidenced by
a Board Resolution.  In case of any redemption at the election of the Company of
less than all the Securities of any series,  the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter period shall
be satisfactory to the Trustee),  notify the Trustee of such Redemption Date and
of the principal amount of Securities of that series to be redeemed.  In case of
any  redemption  at the  election  of the Company of all the  Securities  of any
series,  the Company shall,  at least 45 days prior to the Redemption Date fixed
by the Company  (unless a shorter period shall be  satisfactory to the Trustee),
notify the Trustee of such Redemption Date.

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

     If less than all the  Securities  of any  series  are to be  redeemed,  the
particular  Securities of that series to be redeemed  shall be selected not more
than 60 days prior to the Redemption  Date by the Security  Registrar,  from the
Outstanding  Securities of that series not previously called for redemption,  by
lot or pro rata or by such other  method as the  Security  Registrar  shall deem
fair and  appropriate  and which may provide for the selection for redemption of
portions (equal to the minimum  authorized  denomination  for Securities of that
series or any integral  multiple  thereof) of the principal amount of Securities
of that series of a denomination larger than the minimum authorized denomination
for Securities of that series. If any Security  selected for partial  redemption
is converted in part before  termination of the conversion right with respect to
the portion of the Security so selected,  the converted portion of such Security
shall be deemed (so far as may be) to be the portion  selected  for  redemption.
Securities  of any  series  which  have been  converted  during a  selection  of
Securities  of that  series to be  redeemed  shall be  treated  by the  Security
Registrar as Outstanding  for the purpose of such  selection.  In any case where
more than one Security of the same series is  registered  in the same name,  the
Security Registrar in its discretion may treat the aggregate principal amount so
registered as if it were represented by one Security of that series.

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

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

SECTION 11.04.    NOTICE OF REDEMPTION.

     Notice of redemption shall be given by first-class  mail,  postage prepaid,
mailed not less than 15 nor more than 60 days prior to the  Redemption  Date, to
the Trustee  and to each Holder of  Securities  to be  redeemed,  at his address
appearing in the Security Register.

         All notices of redemption shall state:

         (a)   the Redemption Date,

         (b)   the Redemption Price,
                                       36
<PAGE>

     (c) if less than all the  Outstanding  Securities  of any  series are to be
redeemed,  the  identification  (and,  in the ease of partial  redemption of any
Securities, the principal amounts) of the particular Securities to be redeemed,

     (d) that on the Redemption  Date the  Redemption  Price will become due and
payable on each such  Security to be redeemed and that (unless the Company shall
default in payment  of the  Redemption  Price)  interest  thereon  will cease to
accrue on and after said date,

     (e) that the redemption is for a sinking fund, if that is the case,

     (f) the  conversion  price,  the date on which  the  right to  convert  the
Securities  to be redeemed  will  terminate  and the place or places  where such
Securities may be surrendered for conversion, and

     (g) the place or places where such  Securities  are to be  surrendered  for
payment of the Redemption Price.

     Notice of  redemption  of  Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's  request  received by
the Trustee at least 25 days prior to the Redemption Date, by the Trustee in the
name and at the expense of the Company.

SECTION 11.05.    DEPOSIT OF REDEMPTION PRICE.

     At or prior to 7:00 a.m.  Dallas,  Texas time on any  Redemption  Date, the
Company  shall  deposit  with the  Trustee or with a Paying  Agent  (or,  if the
Company  is  acting  as its own  Paying  Agent,  segregate  and hold in trust as
provided in Section  10.03) an amount of money  sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest  Payment Date)
accrued  interest  on,  and any  Additional  Amounts  with  respect  to, all the
Securities or portions  thereof which are to be redeemed on that date other than
any  Securities  called for  redemption  on that date which have been  converted
prior to the date of such deposit.

     If any Security  called for  redemption is converted,  any money  deposited
with the Trustee or with any Paying Agent or so segregated and held in trust for
the  redemption  of such Security  shall  (subject to any right of the Holder of
such Security or any Predecessor Security to receive interest as provided in the
last paragraph of Section 3.07) be paid to the Company on Company Request or, if
then held by the Company, shall be discharged from such trust.

SECTION 11.06.    SECURITIES PAYABLE ON REDEMPTION DATE.

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

     If any  Security  called for  redemption  shall not be so paid on surrender
thereof for redemption,  the principal and premium,  if any, shall,  until paid,
bear interest from the Redemption Date at the rate borne by the Security.

SECTION 11.07     SECURITIES REDEEMED IN PART.

     Any Security  which is to be redeemed only in part shall be  surrendered at
an office or agency of the  Company  maintained  for that  purpose  pursuant  to
Section 10.02 (with, if the Company or the Trustee so requires,  due endorsement
by, or a written  instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney duly authorized
in writing),  and the Company shall execute,  and the Trustee shall authenticate
and  deliver  to the  Holder of such  Security  without  service  charge,  a new
Security or Securities of the same
                                       37
<PAGE>
     series,  of any authorized  denomination as requested by such Holder, in an
aggregate  principal amount equal to and in exchange for the unredeemed  portion
of the principal of the Security so surrendered.

                                   ARTICLE XII

                           SUBORDINATION OF SECURITIES

SECTION 12.01.    SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS.

     The Company  covenants  and agrees,  and each Holder of a Security,  by his
acceptance thereof, likewise covenants and agrees, that, at all times and in all
respects, the indebtedness  represented by the Securities and the payment of the
principal of, premium,  if any, and interest on and any Additional  Amounts with
respect to each and all of the Securities are hereby  expressly made subordinate
and  subject  in right of  payment  to the prior  payment  in full of all Senior
Indebtedness.  Obligations in respect of Senior  Indebtedness will not be deemed
to have been paid in full unless the holders thereof shall have received payment
in full in cash or cash equivalents with respect thereto.

     Each Holder of the Securities by its acceptance  thereof  acknowledges  and
agrees that the subordination  provisions  included herein are, and are intended
to  be,  an  inducement  and a  consideration  to  each  holder  of  any  Senior
Indebtedness, whether such Senior Indebtedness was created or acquired before or
after the issuance of Securities, to acquire and/or continue to hold such Senior
Indebtedness,   and  such  holder  of  Senior   Indebtedness   shall  be  deemed
conclusively to have relied on such subordination provisions in acquiring and/or
continuing to hold such Senior Indebtedness.

SECTION 12.02.    PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

     In the event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership,  liquidation,  reorganization or other similar case or proceeding,
relative to the Company or to its creditors,  as such, or to a substantial  part
of its assets,  or (b) any proceeding for the liquidation,  dissolution or other
winding up of the Company,  whether  voluntary or involuntary and whether or not
involving  insolvency  or  bankruptcy,  or (c) any  general  assignment  for the
benefit of creditors or any other  marshaling of assets and  liabilities  of the
Company,  then and in any such event the holders of Senior Indebtedness shall be
entitled to receive  payment in full of all  Obligations due or to become due on
or in respect of all Senior  Indebtedness  before the Holders of the  Securities
are entitled to receive any payment or  distribution  of any kind or  character,
whether in cash, property or securities, on account of principal of, premium, if
any, or interest on or any  Additional  Amounts with respect to the  Securities,
and to that end the holders of Senior Indebtedness shall be entitled to receive,
for application to the payment thereof,  any payment or distribution of any kind
or character, including any such payment or distribution which may be payable or
deliverable  by reason of the payment of any other  indebtedness  of the Company
being  subordinated  to the payment of the  Securities,  which may be payable or
deliverable  in  respect  of  the  Securities  in  any  such  case,  proceeding,
dissolution,  liquidation  or other winding up or event.  In  furtherance of the
foregoing,  but not by way of  limitation  thereof,  in the event of any case or
proceeding  described in clause (a) above in or as a result of which the Company
is excused from the obligation to pay all or any part of the interest  otherwise
payable in respect of any Senior  Indebtedness  during the period  subsequent to
the  commencement of any such case or proceeding,  all or such part, as the case
may be, of such  interest  shall be  payable  out of, and to that  extent  shall
diminish  and  be  at  the  expense  of,   reorganization   dividends  or  other
distributions in respect of the Securities.

     In the event that, notwithstanding the foregoing provisions of this Section
12.02, the Trustee or the Holder of any Security shall have received any payment
or distribution  of any kind or character in respect of the Securities,  whether
in cash,  property or  securities,  including  any such payment or  distribution
which may be  payable  or  deliverable  by reason  of the  payment  of any other
indebtedness of the Company being subordinated to the payment of the Securities,
before all Senior  Indebtedness  is paid in full,  such payment or  distribution
shall be held by the Trustee (if the Trustee has knowledge  that such payment or
distribution  is prohibited by this Section  12.02) or by such Holder (in trust)
for the holders of Senior  Indebtedness,  and shall be paid  forthwith  over and
delivered  to,  the  trustee  in  bankruptcy,   receiver,  liquidating  trustee,
custodian,  assignee,  agent or other Person making payment or  distribution  of
assets of the Company for application to the payment of all Senior  Indebtedness
remaining  unpaid,  to the extent  necessary to pay all Senior  Indebtedness  in
full,  after giving effect to any concurrent  payment or  distribution to or for
the holders of Senior Indebtedness.
                                       38
<PAGE>
     To  the  extent  any  payment  of or  distribution  in  respect  of  Senior
Indebtedness (whether by or on behalf of the Company, as proceeds of security or
enforcement  of any right of set off or  otherwise) is declared to be fraudulent
or  preferential,  set aside or required to be paid to any receiver,  trustee in
bankruptcy,  liquidating  trustee,  agent  or other  similar  Person  under  any
bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then
if such payment or distribution is recovered by, or paid over to, such receiver,
trustee in bankruptcy,  liquidating trustee,  agent or other similar Person, the
Senior Indebtedness or part thereof originally intended to be satisfied shall be
deemed to be reinstated and outstanding as if such payment has not occurred.

     For purposes of this Article XII only, (a) a "distribution"  may consist of
cash,  securities or other  property,  by set-off or otherwise and (b) the words
"cash,  property or securities" shall not be deemed to include securities of the
Company as  reorganized  or readjusted or securities of the Company or any other
corporation  provided for by a plan of  reorganization  or  readjustment,  which
securities are subordinated in right of payment to all Senior Indebtedness which
may at the time be  outstanding  to  substantially  the same  extent as, or to a
greater  extent than, the  Securities  are so  subordinated  as provided in this
Article XII. The consolidation of the Company with, or the merger of the Company
into,  another Person or the liquidation or dissolution of the Company following
the  conveyance or transfer of its  properties  and assets  substantially  as an
entirety to another Person on the terms and conditions set forth in Article VIII
shall not be deemed a  dissolution,  winding  up,  liquidation,  reorganization,
general  assignment  for the benefit of  creditors or  marshaling  of assets and
liabilities  of the Company for the purposes of this Section 12.02 if the Person
formed  by such  consolidation  or into  which  the  Company  is merged or which
acquires by conveyance or transfer such properties and assets  substantially  as
an entirety, as the case may be, shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions set forth in Article VIII.

SECTION 12.03.    NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.

     The  Company may not make any payment  (whether  by  redemption,  purchase,
retirement,  defeasance or otherwise) to the Trustee or any Holder on account of
the principal of, premium, if any, or interest on or any Additional Amounts with
respect to the Securities and may not acquire from the Trustee or any Holder any
Securities (other than payments and other distributions made from any defeasance
trust  created  pursuant  to Section  4.01 if the  applicable  deposit  does not
violate  Article  IV  or  this  Article  XII)  until  all  principal  and  other
Obligations  with  respect to the Senior  Indebtedness  of the Company have been
paid in full if:

     (a) a default in the  payment of any  principal  of,  premium,  if any,  or
interest on Designated Senior Indebtedness occurs; or

     (b)  a  default,  other  than  a  payment  default,  on  Designated  Senior
Indebtedness  occurs  and  is  continuing  that  then  permits  holders  of  the
Designated  Senior  Indebtedness  as to which such default relates to accelerate
its  maturity  and the  Trustee  receives a notice of the  default  (a  "Payment
Blockage  Notice") from a Person who is a Representative  of the holders of such
Designated  Senior  Indebtedness,  provided,  that  if  such  Designated  Senior
Indebtedness is of the type referred to in clause (b) of the definition thereof,
the Payment Blockage Notice shall be given by a Representative of the holders of
at least 20% of such Designated Senior Indebtedness. If the Trustee receives any
such Payment  Blockage  Notice,  no subsequent  Payment Blockage Notice shall be
effective  for  purposes of this  Section  12.03 unless and until 360 days shall
have  elapsed  since the date of  commencement  of the payment  blockage  period
resulting from the  immediately  prior Payment  Blockage  Notice.  No nonpayment
default in respect of any  Designated  Senior  Indebtedness  that existed or was
continuing on the date of delivery of any Payment Blockage Notice to the Trustee
shall be, or be made, the basis for subsequent Payment Blockage Notices.

     The Company shall resume  payments on and  distributions  in respect of the
Securities and may acquire Securities on:

     (a) in  the  case  of a  default  referred  to in  subparagraph  (a) of the
preceding paragraph, the date on which the default is cured or waived, or

     (b) in  the  case  of a  default  referred  to in  subparagraph  (b) of the
preceding  paragraph,  the  earliest  of (i) the date on which  such  nonpayment
default is cured or waived, (ii) the date the applicable Payment Blockage Notice
is  retracted  by  written  notice  to the  Trustee  from  the  Person  who is a
Representative of the holders of the relevant Designated
                                       39
<PAGE>
     Senior  Indebtedness  and  (iii)  179 days  after  the  date on  which  the
applicable  Payment  Blockage  Notice is  received  unless (A) any of the events
described in  subparagraph  (a) of the  preceding  paragraph has occurred and is
continuing  or (B) a default  or Event of  Default  under  clause  (d) or (e) of
Section 5.01 has occurred,  if this Article XII  otherwise  permits the payment,
distribution or acquisition at the time of such payment or acquisition.

     In the event that,  notwithstanding  the foregoing,  the Company shall make
any  payment  or  distribution  to the  Trustee  or the  Holder of any  Security
prohibited by the foregoing  provisions of this Section  12.03,  such payment or
distribution  shall be held by the Trustee (if the  Trustee has  knowledge  that
such payment or  distribution is so prohibited) or by such Holder (in trust) for
the  holders  of  Senior  Indebtedness,  and  shall be paid  forthwith  over and
delivered  (a) to  the  holders  of  Senior  Indebtedness  or  their  respective
Representatives  as their  respective  interests may appear or (b) as a court of
competent jurisdiction shall direct, in each case for application to the payment
of all Obligations with respect to Senior  Indebtedness  remaining unpaid to the
extent necessary to pay such Obligations in full in accordance with their terms,
after giving  effect to any  concurrent  payment or  distribution  to or for the
holders of Senior Indebtedness.

     The  provisions  of this Section  12.03 shall not apply to any payment with
respect to which Section 12.02 would be applicable.

SECTION 12.04.    PAYMENT PERMITTED IF NO DEFAULT.

     Nothing  contained in this Article XII or elsewhere in this Indenture or in
any of the  Securities  shall prevent (a) the Company,  at any time except under
the circumstances referred to in Section 12.02 or under the conditions described
in Section 12.03, from making payments at any time of principal of, premium,  if
any, or interest on or any Additional Amounts with respect to the Securities, or
(b) the  application by the Trustee of any money  deposited with it hereunder to
the payment of or on account of the principal of,  premium,  if any, or interest
on or any  Additional  Amounts with respect to the Securities if, at the time of
such application by the Trustee, it did not have knowledge within the meaning of
Section 12.09 that such payment would have been  prohibited by the provisions of
this Article XII.

SECTION 12.05.    SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

     Subject  to the  payment  in full of all  Obligations  in respect of Senior
Indebtedness, the Holders of the Securities shall be subrogated to the extent of
the  payments  or  distributions  made to the  holders  of  Senior  Indebtedness
pursuant to the  provisions  of this  Article XII  (equally and ratably with the
holders  of all  indebtedness  of the  Company  which  by its  express  terms is
subordinated  to other  indebtedness  of the Company to  substantially  the same
extent as the  Securities  are  subordinated  and is  entitled to like rights of
subrogation)  to the  rights of the  holders of Senior  Indebtedness  to receive
payments  and  distributions  applicable  to the Senior  Indebtedness  until the
principal of, premium,  if any, and interest on and any Additional  Amounts with
respect  to the  Securities  shall  be  paid  in  full.  For  purposes  of  such
subrogation,  no  payments  or  distributions  to  the  holders  of  the  Senior
Indebtedness  to which the Holders of the  Securities  or the  Trustee  would be
entitled  except for the  provisions  of this Article XII, and no payments  over
pursuant  to the  provisions  of  this  Article  XII to the  holders  of  Senior
Indebtedness  by Holders of the Securities or the Trustee,  shall,  as among the
Company, its creditors other than holders of Senior Indebtedness and the Holders
of the  Securities,  be deemed to be a payment or distribution by the Company to
or on account of the Senior Indebtedness.

SECTION 12.06.    PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

     The  provisions  of this  Article XII are and are  intended  solely for the
purpose of defining the relative  rights of the Holders of the Securities on the
one hand and the  holders  of Senior  Indebtedness  on the other  hand.  Nothing
contained  in  this  Article  XII  or  elsewhere  in  this  Indenture  or in the
Securities  is  intended  to or shall:  (a) impair,  as among the  Company,  its
creditors  other than  holders  of Senior  Indebtedness  and the  Holders of the
Securities,  the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of,  premium,  if any, and
interest on and any  Additional  Amounts with respect to the  Securities  as and
when the same shall become due and payable in accordance  with their terms;  (b)
affect the relative  rights against the Company or the Holders of the Securities
and creditors of the Company other than the holders of Senior  Indebtedness;  or
(c)  prevent  the  Trustee or the Holder of any  Security  from  exercising  all
remedies otherwise  permitted by applicable law on default under this Indenture,
subject to the rights,  if any,  under this Article XII of the holders of Senior
Indebtedness to receive  distributions  otherwise  payable or deliverable to the
Trustee or such Holder.
                                       40
<PAGE>
SECTION 12.07.    TRUSTEE TO EFFECTUATE SUBORDINATION.

     Each holder of a Security by his acceptance  thereof authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate  the  subordination  provided in this Article XII and appoints the
Trustee his attorney-in-fact for any and all such purposes.

SECTION 12.08.    NO WAIVER OF SUBORDINATION PROVISIONS.

     No right of any  present  or future  holder of any Senior  Indebtedness  to
enforce  subordination  as  herein  provided  shall  at any  time  in any way be
prejudiced  or  impaired by any act or failure to act on the part of the Company
or by any act or failure to act by any such holder,  or by any  noncompliance by
the  Company  with  the  terms,  provisions  and  covenants  of this  Indenture,
regardless  of any  knowledge  thereof any such holder may have or be  otherwise
charged with.

     Without in any way limiting the generality of the preceding paragraph,  the
holders of Senior  Indebtedness may, at any time and from time to time,  without
the  consent  of or notice to the  Trustee  or the  Holders  of the  Securities,
without incurring responsibility to the Trustee or the Holders of the Securities
and without  impairing or releasing the  subordination  provided in this Article
XII or the obligations hereunder of the Trustee or the Holders of the Securities
to the holders of Senior Indebtedness,  do any one or more of the following: (a)
change the  manner,  place or terms of payment or extend the time of payment of,
or renew or alter, Senior Indebtedness,  or otherwise amend or supplement in any
manner  Senior  Indebtedness  or  any  instrument  evidencing  the  same  or any
agreement under which Senior  Indebtedness is outstanding;  (b) sell,  exchange,
release or  otherwise  deal with any  property  pledged,  mortgaged or otherwise
securing  Senior  Indebtedness;  (c) release any Person liable in any manner for
the  collection  of  Senior  Indebtedness;  and (d)  exercise  or  refrain  from
exercising any rights against the Company and any other Person.

SECTION 12.09.    NOTICE TO TRUSTEE.

     The  Company  shall give prompt  written  notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the  Securities.  Notwithstanding  the  provisions of this
Article XII or any other provision of this  Indenture,  the Trustee shall not be
charged  with  knowledge of the  existence of any facts that would  prohibit the
making of any payment to or by the Trustee in respect of the Securities,  unless
and until the  Trustee  shall have  received  written  notice  thereof  from the
Company or a holder of Senior Indebtedness or from any Representative  therefor;
and, prior to the receipt of any such written  notice,  the Trustee,  subject to
the provisions of Section 6.01, shall be entitled in all respects to assume that
no such facts  exist;  provided,  however,  that if the  Trustee  shall not have
received the notice  provided  for in this  Section  12.09 at least two Business
Days prior to the date on which by the terms hereof any money may become payable
for any purpose (including, without limitation, the payment of the principal of,
premium,  if any, or interest on or any  Additional  Amounts with respect to any
Security), then, anything herein contained to the contrary notwithstanding,  the
Trustee  shall have full power and  authority to receive such money and to apply
the same to the  purpose  for which  such  money was  received  and shall not be
affected  by any notice to the  contrary  which may be received by it within two
Business Days prior to such date.

     Subject to the provisions of Section 6.01, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing  himself
to be a  holder  of  Senior  Indebtedness  (or  a  Representative  therefor)  to
establish that such notice has been given by a holder of Senior Indebtedness (or
a  Representative  therefor).  In the event that the Trustee  determines in good
faith that further  evidence is required with respect to the right of any Person
as a holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this  Article  XII,  the Trustee may request  such Person to furnish
evidence  to  the  satisfaction  of  the  Trustee  as to the  amount  of  Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such  Person  under this  Article  XII,  and if such  evidence  is not
furnished,  the Trustee may defer any  payment to such Person  pending  judicial
determination as to the right of such Person to receive such payment.

SECTION 12.10.   RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.

     On any  payment or  distribution  in respect  of the  Securities  or Senior
Indebtedness  referred  to in this  Article  XII,  the  Trustee,  subject to the
provisions of Section 6.01,  and, so long as the  provisions of this Article XII
have been
                                       41
<PAGE>

     brought to the  attention of the court,  tribunal,  trustee or other Person
making the  payment or  distribution,  the  Holders of the  Securities  shall be
entitled  to rely on any  order or  decree  entered  by any  court of  competent
jurisdiction in which such insolvency,  bankruptcy,  receivership,  liquidation,
reorganization,  dissolution,  winding  up or  similar  case  or  proceeding  is
pending,  or a certificate of the trustee in bankruptcy,  receiver,  liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution,  delivered to the Trustee or to the Holders
of  Securities,  for  the  purpose  of  ascertaining  the  Persons  entitled  to
participate  in  such  payment  or  distribution,  the  holders  of  the  Senior
Indebtedness  and other  indebtedness  of the  Company,  the  amount  thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article XII.

SECTION 12.11.    TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.

     The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior  Indebtedness  and shall not be liable to any such  holders  if it shall,
absent gross negligence or wilful misconduct,  mistakenly pay over or distribute
to Holders of Securities or to the Company or to any other Person cash, property
or  securities  to which  holders of Senior  Indebtedness  shall be  entitled by
virtue of this Article XII or  otherwise.  With respect to the holders of Senior
Indebtedness,  the Trustee  undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article XII, and
no implied  covenants  or  obligations  with  respect  to the  holders of Senior
Indebtedness shall be read into this Article XII against the Trustee.

SECTION 12.12. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS; PRESERVATION
                 OF TRUSTEE'S RIGHTS.

     The Trustee in its individual  capacity shall be entitled to all the rights
set forth in this Article XII with respect to any Senior  Indebtedness which may
at any time be held by it,  to the same  extent  as any  other  holder of Senior
Indebtedness,  and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

     Nothing in this  Article XII shall apply to claims of, or payments  to, the
Trustee under or pursuant to Section 6.07.

SECTION 12.13.    ARTICLE APPLICABLE TO PAYING AGENTS.

     In case at any time any Paying Agent other than the Trustee shall have been
appointed  by the Company and be then acting  hereunder,  the term  "Trustee" as
used in this  Article  XII  shall in such case  (unless  the  context  otherwise
requires) be construed  as extending to and  including  such Paying Agent within
its meaning as fully for all intents and  purposes as if such Paying  Agent were
named in this Article XII in addition to or in place of the  Trustee;  provided,
however,  that Section  12.12 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

SECTION 12.14.    NO SUSPENSION OF REMEDIES.

     Nothing  contained in this Article XII shall limit the right of the Trustee
or the Holders of the  Securities of any series to take any action to accelerate
the  maturity  of the  Securities  of that  series  pursuant  to the  provisions
described  under  Article V and as set forth in this  Indenture or to pursue any
rights or remedies  hereunder or under applicable law, subject to the rights, if
any,  under  this  Article  XII of the  holders,  from  time to time,  of Senior
Indebtedness  to receive the cash,  property  or  securities  receivable  on the
exercise of such rights or remedies.

SECTION 12.15     SUBORDINATION OF SUBSIDIARY GUARANTEES

     The obligations of each Subsidiary Guarantor under any Subsidiary Guarantee
relating to a series of Securities  issued  pursuant to this Indenture  shall be
subordinated to the Senior Indebtedness of such Subsidiary Guarantor to the same
extent and in the same manner as the Securities of such series are  subordinated
to Senior Indebtedness of the Company, or, if so provided in a Board Resolution,
Officers' Certificate or executed supplemental indenture referred to in Sections
2.01 and 3.01 by or  pursuant to which the form and terms of the  Securities  of
such series and the related  Subsidiary  Guarantees were established,  as and to
the extent  provided by the terms thereof,  and each Holder of the Securities of
each series,  by his acceptance  thereof,  likewise  covenants and agrees to the
subordination herein or therein
                                       42
<PAGE>

     provided and shall be bound by the  provisions  hereof or thereof.  For the
purposes  of  the  foregoing  sentence,  the  Trustee  and  the  Holders  of the
Securities  shall  have the right to receive  or retain  payments  by any of the
Subsidiary  Guarantors  only at such time as they may receive or retain payments
in respect of the Securities pursuant to this Indenture.

                                  ARTICLE XIII

                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 13.01.    PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

     A meeting of Holders  of  Securities  of any or all series may be called at
any time and from time to time  pursuant to this  Article to make,  give or take
any request, demand, authorization,  direction, notice, consent, waiver or other
action  provided  by this  Indenture  to be made,  given or taken by  Holders of
Securities of such series.

SECTION 13.02.    CALL, NOTICE AND PLACE OF MEETINGS.

     (a) The Trustee may at any time call a meeting of Holders of  Securities of
any series for any purpose  specified in Section 13.01,  to be held at such time
and at such place in Dallas,  Texas,  or in any other  location,  as the Trustee
shall determine. Notice of every meeting of Holders of Securities of any series,
setting  forth the time and the place of such  meeting and in general  terms the
action  proposed  to be taken at such  meeting,  shall be given,  in the  manner
provided in Section  1.06,  not less than 20 nor more than 180 days prior to the
date fixed for the meeting.

     (b) In case at any time the Company, pursuant to a Board Resolution, or the
Holders  of at  least  20% in  aggregate  principal  amount  of the  Outstanding
Securities  of any series,  shall have  requested the Trustee for that series to
call a meeting  of the  Holders of  Securities  of that  series for any  purpose
specified in Section  13.01,  by written  request  setting  forth in  reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not
have made the first  publication  of the notice of that  meeting  within 30 days
after  receipt  of such  request  or shall not  thereafter  proceed to cause the
meeting  to be held as  provided  herein,  then the  Company  or the  Holders of
Securities of that series in the amount above specified, as the case may be, may
determine the time and the place in Dallas, Texas, for such meeting and may call
such  meeting  for such  purposes  by  giving  notice  thereof  as  provided  in
Subsection (a) of this Section 13.02.

SECTION 13.03.    PERSONS ENTITLED TO VOTE AT MEETINGS.

     To be  entitled  to vote at any  meeting of Holders  of  Securities  of any
series, a Person shall be (a) a Holder of one or more Outstanding  Securities of
that series or (b) a Person appointed by an instrument in writing as proxy for a
Holder or Holders of one or more  Outstanding  Securities of that series by such
Holder or  Holders.  The only  Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel,  any  representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

SECTION 13.04.    QUORUM; ACTION.

     The Persons  entitled to vote a majority in aggregate  principal  amount of
the Outstanding  Securities of a series shall  constitute a quorum for a meeting
of Holders of  Securities  of that series.  In the absence of a quorum within 30
minutes of the time  appointed  for any such  meeting,  the  meeting  shall,  if
convened at the request of Holders of Securities  of that series,  be dissolved.
In any other case, the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting  prior to the  adjournment  of
such meeting.  In the absence of a quorum at any such  adjourned  meeting,  such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting  prior to the  adjournment  of such
adjourned meeting. Subject to Section 13.05(d), notice of the reconvening of any
adjourned  meeting shall be given as provided in Section  13.02(a),  except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly that Persons entitled to vote a majority
in  principal  amount  of  the  Outstanding  Securities  of  that  series  shall
constitute a quorum.
                                       43
<PAGE>

     Except as limited by the proviso to Section 9.02, any resolution  presented
to a meeting or adjourned  meeting duly  reconvened at which a quorum is present
as aforesaid may be adopted by the affirmative vote of the Holders of a majority
in aggregate  principal  amount of the  Outstanding  Securities  of that series;
provided,  however,  that, except as limited by the proviso to Section 9.02, any
resolution  with  respect  to any  request,  demand,  authorization,  direction,
notice,  consent or waiver which this Indenture  expressly provides may be made,
given or taken by the  Holders  of a  specified  percentage  that is less than a
majority in aggregate principal amount of the Outstanding Securities of a series
may be adopted at a meeting or an adjourned meeting duly reconvened and at which
a quorum is present as aforesaid by the affirmative  vote of the Holders of such
specified percentage in aggregate principal amount of the Outstanding Securities
of that series.

     Except as limited by the proviso to Section 9.02, any resolution  passed or
decision  taken at any meeting of Holders of  Securities of any series duly held
in  accordance  with  this  Section  shall  be  binding  on all the  Holders  of
Securities of that series, whether or not present or represented at the meeting.

SECTION 13.05.    DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
                    MEETINGS.

     (a) The holding of  Securities  shall be proved in the manner  specified in
Section  1.04 and the  appointment  of any proxy  shall be proved in the  manner
specified in Section 1.04 or by having the signature of the Person executing the
proxy witnessed or guaranteed by any trust company, bank or banker deemed by the
Trustee  to  be   satisfactory.   Such  regulations  may  provide  that  written
instruments appointing proxies, regular on their face, may be presumed valid and
genuine without the proof specified in Section 1.04 or other proof.

     (b) The Trustee  shall,  by an instrument  in writing,  appoint a temporary
chairman  of the  meeting,  unless the  meeting  shall  have been  called by the
Company or by Holders of  Securities as provided in Section  13.02(b),  in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall appoint a temporary chairman. A permanent chairman and
a permanent  secretary  of the  meeting  shall be elected by vote of the Persons
entitled to vote a majority in  aggregate  principal  amount of the  Outstanding
Securities of all series represented at the meeting.

     (c) At any meeting each Holder of a Security of each series  represented at
the  meeting  and each  proxy  shall  be  entitled  to one vote for each  $1,000
principal  amount  of  the  Outstanding   Securities  of  such  series  held  or
represented by him; provided,  however, that no vote shall be cast or counted at
any meeting in respect of any Security  challenged as not  Outstanding and ruled
by the  chairman  of the  meeting to be not  Outstanding.  The  chairman  of the
meeting  shall  have no right to vote,  except  as a Holder of a  Security  of a
series represented at the meeting or as a proxy.

     (d) Any meeting of Holders of Securities of any series duly called pursuant
to Section 13.02 at which a quorum is present may be adjourned from time to time
by Persons  entitled to vote a majority  in  aggregate  principal  amount of the
Outstanding Securities of all series represented at the meeting; and the meeting
may be held as so adjourned without further notice.

SECTION 13.06.    COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

     The  vote  on  any  resolution  submitted  to any  meeting  of  Holders  of
Securities  of any  series  shall  be by  written  ballots  on  which  shall  be
subscribed  the  signatures  of the Holders of  Securities  of that series or of
their  representatives  by proxy and the principal amounts and serial numbers of
the  Outstanding  Securities  of that series held or  represented  by them.  The
permanent  chairman of the meeting  shall  appoint two  inspectors  of votes who
shall count all votes cast at the meeting for or against any  resolution and who
shall make and file with the  secretary of the meeting  their  verified  written
reports in  duplicate of all votes cast at the  meeting.  A record,  at least in
duplicate,  of the  proceedings  of each meeting of Holders of Securities of any
series  shall be  prepared  by the  secretary  of the meeting and there shall be
attached to such record the original  reports of the  inspectors of votes on any
vote by ballot  taken  thereat  and  affidavits  by one or more  persons  having
knowledge  of the facts  setting  forth a copy of the notice of the  meeting and
showing  that such  notice  was given as  provided  in  Section  13.02  and,  if
applicable,  Section  13.04.  Each copy  shall be  signed  and  verified  by the
affidavits of the  permanent  chairman and secretary of the meeting and one such
copy shall be delivered to
                                       44
<PAGE>

     the Company and another to the Trustee to be preserved by the Trustee,  the
latter to have attached thereto the ballots voted at the meeting.  Any record so
signed and verified shall be conclusive evidence of the matters therein stated.

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

     This Indenture may be executed in any number of counterparts, each of which
when so executed  shall be deemed to be an original,  but all such  counterparts
shall together constitute but one and the same instrument.


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Indenture to be
duly executed,  and their respective  corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                       MAGNUM HUNTER RESOURCES, INC.


                                       By: ______________________________
                                           Gary C. Evans
                                           President and Chief Executive Officer

Attest:

-----------------------
Name:
Title:

                                       SUBSIDIARY GUARANTORS:

                                       MAGNUM HUNTER PRODUCTION, INC.

                                       By: ______________________________
                                           Gary C. Evans
                                           Chief Executive Officer

Attest:

-----------------------
Name:
Title:

                                       HUNTER GAS GATHERING, INC.

                                       By: ______________________________
                                           Gary C. Evans
                                           Chief Executive Officer

Attest:

-----------------------
Name:
Title:
                                       45
<PAGE>

                                       GRUY PETROLEUM MANAGEMENT CO.

                                       By: ______________________________
                                           Gary C. Evans
                                           Chief Executive Officer

Attest:

-----------------------
Name:
Title:

                                       BANK OF OKLAHOMA, N.A.
                                       as Trustee

                                       By: ______________________________

Attest:

-----------------------
Name:
Title:
                                       46
<PAGE>


STATE OF TEXAS              )
                            )  ss.
COUNTY OF DALLAS            )

     On the ___ day of _____,  2000,  before me  personally  came ______,  to me
known,  who, being by me duly sworn, did depose and say that he is President and
Chief Executive Officer of Magnum Hunter Resources, Inc.,one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation;  that the seal affixed to said instrument is such corporate
seal;  that it was so affixed by  authority  of the Board of  Directors  of said
corporation; and that he signed his name thereto by like authority.



                                                          Notary Public


STATE OF OKLAHOMA          )
                           )   ss.:
COUNTY OF ______           )

     On the __ day of ______, 2000, before me personally  came_____________,  to
me known, who, being by me duly sworn, did depose and say that he is a _________
of Bank of Oklahoma,  N.A.,  a national  banking  association,  described in and
which  executed  the  foregoing  instrument;  that  he  knows  the  seal of said
corporation;  that the seal affixed to said instrument is such seal; that it was
so affixed by authority of the Board of Directors of said corporation;  and that
he signed his name thereto by like authority.


                                                          Notary Public
                                       47