<PAGE>   1
                                                                     EXHIBIT 4.4

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


                      ____________________________________


                            POOL ENERGY SERVICES CO.

                                   AS ISSUER


                                 THE GUARANTORS

                                  NAMED HEREIN


                                      AND


                              MARINE MIDLAND BANK,


                                   AS TRUSTEE


                                  $150,000,000


                             SERIES A and SERIES B



                    8 5/8% SENIOR SUBORDINATED NOTES DUE 2008

                      ____________________________________



                              ____________________

                                   INDENTURE


                           Dated as of March 31, 1998

                              ____________________




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


<PAGE>   2
                               TABLE OF CONTENTS

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

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                               <C>
ARTICLE 1
     Definitions and Incorporation by Reference
     Section 1.01.    Definitions   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     Section 1.02.    Other Definitions   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
     Section 1.03.    Incorporation by Reference of TIA   . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
     Section 1.04.    Rules of Construction   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE 2
     The Notes
     Section 2.01.    Form and Dating   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
     Section 2.02.    Execution and Authentication; Authentication Agent  . . . . . . . . . . . . . . . . . . . . 26
     Section 2.03.    Registrar and Paying Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
     Section 2.04.    Paying Agent to Hold Money in Trust   . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
     Section 2.05.    Holder Lists  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
     Section 2.06     Transfer and Exchange   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
     Section 2.07.    Book-entry Provisions for Global Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . 29
     Section 2.08.    Special Transfer Provisions   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
     Section 2.09.    Replacement Notes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
     Section 2.10.    Outstanding Notes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
     Section 2.11     Treasury Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
     Section 2.12.    Temporary Notes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
     Section 2.13.    Cancellation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
     Section 2.14.    Defaulted Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
     Section 2.15.    Record Date   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
     Section 2.16.    CUSIP and CINS Numbers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34


ARTICLE 3
     Redemptions and Offers to Purchase
     Section 3.01.    Notices to Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
     Section 3.02.    Selection of Notes to Be Redeemed or Purchased  . . . . . . . . . . . . . . . . . . . . . . 35
     Section 3.03.    Notice of Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
     Section 3.04.    Effect of Notice of Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
     Section 3.05.    Deposit of Redemption Price   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
     Section 3.06     Notes Redeemed in Part  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
     Section 3.07     Redemption Provisions   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
     Section 3.08.    Mandatory Offers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38


ARTICLE 4
     Covenants
     Section 4.01     Payment of Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
     Section 4.02.    Reports   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
</TABLE>





                                      -i-
<PAGE>   3

<TABLE>
<S>                                                                                                               <C>
     Section 4.03.    Compliance Certificate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
     Section 4.04.    Stay, Extension and Usury Laws  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
     Section 4.05     Limitation on Restricted Payments   . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
     Section 4.06     Corporate Existence   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
     Section 4.07.    Limitations on Additional Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . . 43
     Section 4.08.    Limitation on the Issuance of Capital Stock of Restricted
                      Subsidiaries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
     Section 4.09.    Limitations on Layering Debt  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
     Section 4.10.    Limitation on Transactions with Affiliates  . . . . . . . . . . . . . . . . . . . . . . . . 44
     Section 4.11.    Limitations on Liens  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
     Section 4.12.    Taxes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
     Section 4.13.    Limitations on Restrictions on Distributions from
                      Restricted Subsidiaries   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
     Section 4.14.    [Intentionally Omitted.]  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
     Section 4.15.    Change of Control   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
     Section 4.16.    Limitations on Asset Sales  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
     Section 4.17.    Additional Note Guarantees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49


ARTICLE 5
     Successors
     Section 5.01.    Limitations on Mergers and Certain Other Transactions   . . . . . . . . . . . . . . . . . . 49

ARTICLE 6
     Defaults and Remedies
     Section 6.01.    Events of Default   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
     Section 6.02.    Acceleration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
     Section 6.03.    Other Remedies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
     Section 6.04.    Waiver of Past Defaults   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
     Section 6.05.    Control by Majority of Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
     Section 6.06.    Limitations on Suits by Holders   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
     Section 6.07.    Rights of Holders to Receive Payment  . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
     Section 6.08.    Collection Suit by Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
     Section 6.09.    Trustee May File Proofs of Claim  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
     Section 6.10.    Priorities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
     Section 6.11.    Undertaking for Costs   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
     Section 6.12.    Willful Default   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54


ARTICLE 7
     Trustee
     Section 7.01.    Duties of Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
     Section 7.02.    Rights of Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
     Section 7.03.    Individual Rights of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
     Section 7.04.    Trustee's Disclaimer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
     Section 7.05.    Notice to Holders of Defaults and Events of Default   . . . . . . . . . . . . . . . . . . . 56
     Section 7.06.    Reports by Trustee to Holders   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
     Section 7.07.    Compensation and Indemnity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
</TABLE>





                                      -ii-
<PAGE>   4
<TABLE>
<S>                                                                                                               <C>
     Section 7.08.    Replacement of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
     Section 7.09.    Successor Trustee by Merger, Etc.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
     Section 7.10.    Eligibility; Disqualification   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
     Section 7.11.    Preferential Collection of Claims Against Company   . . . . . . . . . . . . . . . . . . . . 58


ARTICLE 8
     Discharge of Indenture
     Section 8.01.    Discharge of Liability on Notes; Defeasance   . . . . . . . . . . . . . . . . . . . . . . . 59
     Section 8.02.    Conditions to Defeasance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
     Section 8.03.    Application of Trust Money  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
     Section 8.04.    Repayment to Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
     Section 8.05.    Indemnity for Government Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
     Section 8.06.    Reinstatement   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61


ARTICLE 9
     Amendments
     Section 9.01.    Amendments and Supplements Permitted without Consent of
                      Holders   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
     Section 9.02.    Amendments and Supplements Requiring Consent of Holders   . . . . . . . . . . . . . . . . . 62
     Section 9.03.    Compliance with TIA   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
     Section 9.04.    Revocation and Effect of Consents   . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
     Section 9.05.    Notation or Exchange of Notes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
     Section 9.06.    Trustee Protected   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64


ARTICLE 10
     Subordination
     Section 10.01.   Agreement to Subordinate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
     Section 10.02.   Liquidation; Dissolution; Bankruptcy  . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
     Section 10.03.   No Payment on Notes in Certain Circumstances  . . . . . . . . . . . . . . . . . . . . . . . 65
     Section 10.04.   Acceleration of Notes   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
     Section 10.05.   When Distributions Must Be Paid Over  . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
     Section 10.06.   Notice  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
     Section 10.07.   Subrogation   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
     Section 10.08.   Relative Rights   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
     Section 10.09.   The Company, Guarantors and Holders May Not Impair
                      Subordination   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
     Section 10.10.   Distribution or Notice to Representative  . . . . . . . . . . . . . . . . . . . . . . . . . 69
     Section 10.11.   Rights of Trustee and Paying Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
     Section 10.12.   Authorization to Effect Subordination   . . . . . . . . . . . . . . . . . . . . . . . . . . 69

ARTICLE 11
     Guarantee
     Section 11.01.   Guarantee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
     Section 11.02.   Trustee to Include Paying Agent   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
     Section 11.03.   Subordination of Guarantee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
     Section 11.04.   Senior Subordinated Debt of Guarantor   . . . . . . . . . . . . . . . . . . . . . . . . . . 71
</TABLE>





                                      -iii-
<PAGE>   5
<TABLE>
<S>                   <C>                                                                                         <C>
     Section 11.05.   Limits of Guarantee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
     Section 11.06.   Subsidiary Guarantors May Consolidate, etc., on Certain Terms   . . . . . . . . . . . . . . 71
     Section 11.07.   Releases of Guarantees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

ARTICLE 12
     Miscellaneous
     Section 12.01.   Trust Indenture Act Controls  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
     Section 12.02.   Notices   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
     Section 12.03.   Communication by Holders with Other Holders   . . . . . . . . . . . . . . . . . . . . . . . 74
     Section 12.04.   Certificate and Opinion As to Conditions Precedent  . . . . . . . . . . . . . . . . . . . . 74
     Section 12.05.   Statements Required in Certificate or Opinion   . . . . . . . . . . . . . . . . . . . . . . 74
     Section 12.06.   Rules by Trustee and Agents   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
     Section 12.07.   Legal Holidays  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
     Section 12.08.   No Recourse Against Others  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
     Section 12.09.   Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
     Section 12.10.   Table of Contents, Headings, Etc  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
     Section 12.11.   Governing Law   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
     Section 12.12.   No Adverse Interpretation of Other Agreements   . . . . . . . . . . . . . . . . . . . . . . 75
     Section 12.13.   Successors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
     Section 12.14.   Severability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
     Section 12.15.   Third Party Beneficiaries   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
</TABLE>





                                      -iv-
<PAGE>   6
     INDENTURE, dated as of March 31, 1998, is by and among Pool Energy
Services Co. (as further defined below, the "Company"), the Guarantors and
Marine Midland Bank, a New York banking corporation and trust company, as
trustee (the "TRUSTEE").


     The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 8_% Series A Senior Subordinated Notes due 2008 (the "OLD NOTES") and the
8_% Series B Senior Subordinated Notes due 2008 (the "NEW NOTES" and, together
with the Old Notes, the "NOTES"), without preference of one series of Notes
over the other:



                                   ARTICLE 1

                   Definitions and Incorporation by Reference


       Section 1.01.  Definitions


     "ACQUIRED INDEBTEDNESS" means (a) with respect to any Person that becomes
a Restricted Subsidiary after the date of this Indenture, Indebtedness of such
Person and its Subsidiaries existing at the time such Person becomes a
Restricted Subsidiary that was not incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary and (b) with
respect to the Company or any of its Restricted Subsidiaries, any Indebtedness
of a Person (other than the Company or a Restricted Subsidiary) existing at the
time such Person is merged with or into the Company or a Restricted Subsidiary,
or Indebtedness assumed by the Company or any of its Restricted Subsidiaries in
connection with the acquisition of an asset or assets from another Person,
which Indebtedness was not, in any case, incurred by such other Person in
connection with, or in contemplation of, such merger or acquisition.


     "AFFILIATE" of any Person means any Person (i) which directly or
indirectly controls or is controlled by, or is under direct or indirect common
control with, the referent Person, (ii) which beneficially owns or holds,
directly or indirectly, 10% or more of any class of the Voting Stock, or more
than 20% of all classes of Capital Stock (other than Disqualified Capital
Stock) in the aggregate, of the referent Person, (iii) of which 10% or more of
the Voting Stock, or more than 20% of all classes of Capital Stock (other than
Disqualified Capital Stock) in the aggregate, is beneficially owned or held,
directly or indirectly, by the referent Person or (iv) with respect to an
individual, any immediate family member of such Person.  For purposes of this
definition, control of a Person shall mean the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise.


     "AGENT" means any Registrar, Paying Agent, or co-registrar appointed
pursuant to Section 2.03.


     "ASSET SALE" means any sale, issuance, conveyance, transfer,  lease,
assignment or other disposition to any Person other than the Company or any of
its Restricted Subsidiaries (including, without limitation, by means of a Sale
and Leaseback Transaction or a merger or consolidation)





                                      -1-
<PAGE>   7
(collectively, for purposes of this definition, a "transfer"), directly or
indirectly, in one transaction or a series of related transactions, of (a) any
Capital Stock of any Subsidiary or (b) any other properties or assets of the
Company or any of its Restricted Subsidiaries other than transfers of cash,
Cash Equivalents, accounts receivable, inventory or other properties or assets
in the ordinary course of business.  For the purposes of this definition, the
term "Asset Sale" shall not include any of the following: (i) any transfer of
properties or assets (including Capital Stock) that is governed by, and made in
accordance with, the provisions of Article 5; (ii) any transfer of properties
or assets constituting a Restricted Investment, if permitted under Section
4.05; (iii) sales of damaged, worn-out or obsolete equipment or assets that, in
the Company's reasonable judgment, are either no longer used or useful in the
business of the Company or its Subsidiaries, provided that the proceeds thereof
are used to purchase replacement or similar assets for use in the business of
the Company and its Subsidiaries; (iv) any trade or exchange by the Company or
any Restricted Subsidiary of equipment or assets for other equipment or assets
owned or held by another Person, provided that (A) the Fair Market Value of the
equipment or assets traded or exchanged by the Company or such Restricted
Subsidiary (including any cash or Cash Equivalents, not to exceed 15% of such
Fair Market Value, to be delivered by the Company or such Restricted
Subsidiary) is reasonably equivalent to the Fair Market Value of the equipment
or assets (together with any cash or Cash Equivalents, not to exceed 15% of
such Fair Market Value) to be received by the Company or such Restricted
Subsidiary, (B) the Fair Market Value of the equipment or assets traded or
exchanged in such trade or exchange or any such series of related trades or
exchanges does not exceed $2.5 million and (C) such trade or exchange is
approved by a majority of the Independent Directors of the Company; and (v) any
transfers that, but for this clause (v), would be Asset Sales, if after giving
effect to such transfers, the aggregate Fair Market Value of the properties or
assets transferred in such transaction or any such series of related
transactions does not exceed $500,000.


     "ATTRIBUTABLE INDEBTEDNESS," when used with respect to any Sale and
Leaseback Transaction, means, as at the time of determination, the present
value (discounted at a rate equivalent to the Company's then-current weighted
average cost of funds for borrowed money as at the time of determination,
compounded on a semi-annual basis) of the total obligations of the lessee for
rental payments during the remaining term of the lease included in any such
Sale and Leaseback Transaction.


     "BANKRUPTCY CODE" means Title 11 of the United States Code, as amended.


     "BANKRUPTCY LAW" means the Bankruptcy Code or any similar  federal or
state law for the relief of debtors.


     "BOARD OF DIRECTORS" means, with respect to any Person, the Board of
Directors of such Person, or any authorized committee of the Board of Directors
of such Person.


     "BOARD RESOLUTION" means a copy of a resolution certified by the 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.





                                      -2-
<PAGE>   8
     "BUSINESS DAY" means any day other than a Saturday, a Sunday or a day on
which banking institutions in the City of New York, the State of Texas or at a
place of payment are authorized by law, regulation or executive order to remain
closed.


     "CAPITAL STOCK" of any Person means (i) any and all shares or other equity
interests (including without limitation common stock, preferred stock and
partnership interests) in such Person and (ii) all rights to purchase, warrants
or options (whether or not currently exercisable), participations or other
equivalents of or interests in (however designated) such shares or other
interests in such Person.


     "CAPITALIZED LEASE OBLIGATIONS" of any Person means the obligations of
such Person to pay rent or other amounts under a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP, and the
amount of such obligation shall be the capitalized amount thereof determined in
accordance with GAAP.


     "CASH EQUIVALENTS" means (i) marketable obligations with a maturity of 180
days or less issued or directly and fully guaranteed or insured by the United
States of America or any agency or instrumentality thereof (provided that the
full faith and credit of the United States of America is pledged in support
thereof); (ii) U.S. dollar denominated time deposits and certificates of
deposit of any financial institution (a) that is a member of the Federal
Reserve System having combined capital and surplus and undivided profits of not
less than $100 million or (b) whose short-term commercial paper rating or that
of its parent company is at least A-1 or the equivalent thereof from S&P or P-1
or the equivalent thereof from Moody's (any such bank, an "APPROVED BANK"), in
each case with a maturity of 180 days or less from the date of acquisition;
(iii) commercial paper issued by any Approved Bank or by the parent company of
any Approved Bank and commercial paper issued by, or guaranteed by, any
industrial or financial company with a short-term commercial paper rating of at
least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent
thereof by Moody's, or guaranteed by any industrial company with a long term
unsecured debt rating of at least A or Baa1, or the equivalent of each thereof,
from S&P or Moody's, as the case may be, and in each case maturing no more than
180 days from the date of acquisition; (iv) repurchase obligations with a term
of not more than seven days for  underlying securities of the types described
in clause (i) above entered into with any commercial bank meeting the
specifications of clause (ii)(a) above; (v) investments in money market or
other mutual funds substantially all of whose assets comprise securities of the
types described in clauses (i) through (iv) above; and (vi) time deposits and
certificates of deposit of any commercial bank of recognized standing having
capital and surplus in excess of the local currency equivalent of $100,000,000
incorporated in a country where the Company has one or more locally operating
Foreign Subsidiaries, and that is, as of the Issue Date, providing banking
services to the Company or any of its Foreign Subsidiaries.


     "CHANGE OF CONTROL" means the occurrence of any of the following events
(whether or not approved by the Board of Directors of the Company): (i) any
other Person or group (as such term is used in Section 13(d)(3) of the Exchange
Act) is or becomes the beneficial owner (as defined in Rule 13d-3 of the
Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of
the





                                      -3-
<PAGE>   9
Company, (ii) the Company sells, assigns, conveys, transfers, leases or
otherwise disposes of all or substantially all of the assets of the Company and
its Subsidiaries, in either case taken as a whole, to any Person, (iii) the
Company or any of its Subsidiaries consolidates with, or merges with or into,
any Person, and as a result of such consolidation or merger the Voting Stock of
the Company outstanding prior to such consolidation or merger does not
represent (either by remaining outstanding or by being converted into Voting
Stock of the surviving Person or any parent thereof) at least a majority of the
Voting Stock of the Company or the surviving Person or any parent thereof
outstanding immediately after such consolidation or merger, or (iv) during any
consecutive two-year period, individuals who at the beginning of such period
constituted the Board of Directors of the Company (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the stockholders of the Company was approved by a vote of a
majority of the directors then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors of the Company then in office.


     "CLOSING DATE" means the Issue Date.


     "COMPANY" means Pool Energy Services Co., a Texas corporation, unless and
until a subsequent successor replaces it in accordance with Article 5 and
thereafter means such successor.


     "CONSOLIDATED AMORTIZATION EXPENSE" for any period means the amortization
expense of the Company and its Restricted Subsidiaries for such period (to the
extent included in the computation of Consolidated Net Income), determined on a
consolidated basis in accordance with GAAP.


     "CONSOLIDATED DEPRECIATION EXPENSE" for any period means the depreciation
expense of the Company and its Restricted Subsidiaries for such period (to the
extent included in the computation of Consolidated Net Income), determined on a
consolidated basis in accordance with GAAP.


     "CONSOLIDATED INCOME TAX EXPENSE" for any period means the provision for
taxes based on income and profits of the Company and its Restricted
Subsidiaries to the extent such income or profits were included in computing
Consolidated Net Income for such period.


     "CONSOLIDATED INTEREST COVERAGE RATIO" means, with respect to any
determination date, the ratio of (a) EBITDA for the four full fiscal quarters
immediately preceding the determination date (for any determination, the
"Reference Period"), to (b) Consolidated Interest Expense for such Reference
Period.  In making such computations, (i) EBITDA and Consolidated Interest
Expense shall be calculated on a pro forma basis assuming that (A) the
Indebtedness to be incurred or the Disqualified Capital Stock to be issued (and
all other Indebtedness incurred or Disqualified Capital Stock issued after the
first day of such Reference Period referred to in Section 4.07, through and
including the date of determination), and (if applicable) the application of
the net proceeds therefrom (and from any other such Indebtedness or
Disqualified Capital Stock), including the refinancing of





                                      -4-
<PAGE>   10
other Indebtedness, had been incurred on the first day of such Reference Period
and, in the case of Acquired Indebtedness, on the assumption that the related
transaction (whether by means of purchase, merger or otherwise) also had
occurred on such date with the appropriate adjustments with respect to such
acquisition being included in such pro forma calculation and (B) any
acquisition or disposition by the Company or any Restricted Subsidiary of any
properties or assets outside the ordinary course of business or any repayment
of any principal amount of any Indebtedness of the Company or any Restricted
Subsidiary prior to the stated maturity thereof, in either case since the first
day of such Reference Period through and including the date of determination,
had been consummated on such first day of such Reference Period; (ii) the
Consolidated Interest Expense attributable to interest on any Indebtedness
required to be computed on a pro forma basis in accordance with Section 4.07
and (A) bearing a floating interest rate shall be computed as if the rate in
effect on the date of computation had been the applicable rate for the entire
period and (B) which was not outstanding during the period for which the
computation is being made but which bears, at the option of the Company, a
fixed or floating rate of interest, shall be computed by applying, at the
option of the Company, either the fixed or floating rate; (iii) the
Consolidated Interest Expense attributable to interest on any Indebtedness
under a revolving credit facility required to be computed on a pro forma basis
in accordance with Section 4.07 shall be computed based upon the average daily
balance of such Indebtedness during the applicable period, provided that such
average daily balance shall be reduced by the amount of any repayment of
Indebtedness under a revolving credit facility during the applicable period;
(iv) notwithstanding the foregoing clauses (ii) and (iii), interest on
Indebtedness determined on a floating rate basis, to the extent such interest
is covered by agreements relating to Hedging Obligations, shall be deemed to
have accrued at the rate per annum resulting after giving effect to the
operation of such agreements; and (v) if after the first day of the applicable
Reference Period and before the date of determination, the Company has
permanently retired any Indebtedness out of the net proceeds of the issuance
and sale of shares of Capital Stock (other than Disqualified Capital Stock) of
the Company within 60 days of such issuance and sale, Consolidated Interest
Expense shall be calculated on a pro forma basis as if such Indebtedness had
been retired on the first day of such period.


     "CONSOLIDATED INTEREST EXPENSE" for any period means the sum, without
duplication, of the total interest expense of the Company and its Consolidated
Restricted Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP and including, without limitation (i) imputed interest on
Capitalized Lease Obligations and Attributable Indebtedness, (ii) commissions,
discounts and other fees and charges owed with respect to letters of credit
securing financial obligations and bankers' acceptance financing, (iii) the net
costs associated with Hedging Obligations, (iv) amortization of other financing
fees and expenses, (v) the interest portion of any deferred payment
obligations, (vi) amortization of debt discount or premium, if any, (vii) all
other non-cash interest expense, (viii) capitalized interest, (ix) all cash
dividend payments (and non-cash dividend payments in the case of a Restricted
Subsidiary) on any series of preferred stock of the Company or any Restricted
Subsidiary, (x) all interest payable with respect to discontinued operations,
and (xi) all interest on any Indebtedness of any other Person guaranteed by the
Company or any Restricted Subsidiary.





                                      -5-
<PAGE>   11
     "CONSOLIDATED NET INCOME" for any period means the net income (or loss) of
the Company and its consolidated Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP; provided that there
shall be excluded from such net income (to the extent otherwise included
therein), without duplication (i) the net income (or loss) of any Person (other
than a Restricted Subsidiary) in which any Person other than the Company and
its Restricted Subsidiaries has an ownership interest, except to the extent
that any such income has actually been received by the Company and its
Restricted Subsidiaries in the form of cash dividends during such period; (ii)
except to the extent includible in the consolidated net income of the Company
pursuant to the foregoing clause (i), the net income (or loss) of any Person
that accrued prior to the date that (a) such Person becomes a Restricted
Subsidiary or is merged into or consolidated with the Company or any Restricted
Subsidiary or (b) the assets of such Person are acquired by the Company or any
Restricted  Subsidiary; (iii) the net income of any Restricted Subsidiary
during such period to the extent that the declaration or payment of dividends
or similar distributions by such Restricted Subsidiary of that income (a) is
not permitted by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Subsidiary during such period or (b) would be subject to any
taxes payable on such dividend or distribution; (iv) any gain (or, only in the
case of a determination of Consolidated Net Income as used in EBITDA, any
loss), together with any related provisions for taxes on any such gain (or, if
applicable, the tax effects of such loss), realized during such period by the
Company or any Restricted Subsidiary upon (a) the acquisition of any
securities, or the extinguishment of any Indebtedness, of the Company or any
Restricted Subsidiary or (b) any Asset Sale by the Company or any of its
Restricted Subsidiaries; (v) any extraordinary gain (or, only in the case of a
determination of Consolidated Net Income as used in EBITDA, any extraordinary
loss), together with any related provision for taxes on any such extraordinary
gain (or, if applicable, the tax effects of such extraordinary loss), realized
by the Company or any Restricted Subsidiary during such period; and (vi) in the
case of a successor to the Company by consolidation, merger or transfer of its
assets, any earnings of the successor prior to such merger, consolidation or
transfer of assets; and provided, further, that any gain referred to in clauses
(iv) and (v) above that relates to a Restricted Investment and which is
received in cash by the Company or a Restricted Subsidiary during such period
shall be included in the consolidated net income of the Company.


     "CONSOLIDATED NET WORTH" means, with respect to any Person as of any date,
the consolidated equity of the common stockholders of such Person and its
consolidated Subsidiaries as of such date, less all write-ups (other than
write-ups resulting from foreign currency translations and write-ups of
tangible assets of a going concern business made within twelve months after the
acquisition of such business) subsequent to the date of this Indenture in the
book value of any asset owned by such Person or a Subsidiary of such Person.


     "CORPORATE TRUST OFFICE" shall be at the address of the Trustee specified
in Section 12.02 or such other address as the Trustee may give notice to the
Company.


     "COVERAGE RATIO INCURRENCE CONDITION" would be met at any specified time
only if the Company (or its Successor, as the case may be) would be able to
incur $1.00 of additional





                                      -6-
<PAGE>   12
Indebtedness at such specified time pursuant to the Consolidated Interest
Coverage Ratio test set forth in Section 4.07.

     "CREDIT AGREEMENT" means the Amended and Restated Credit Agreement dated
as of September 30, 1997, as amended on March 26, 1998 by and among SBC Warburg
Dillon Read Inc., as arranger, Credit Lyonnais New York Branch, as
administrative agent, Swiss Bank Corporation, as documentation agent, the banks
party  thereto, the Company and the Guarantors, together with any additional
guarantees by the Guarantors and security agreements, as any of the foregoing
may be subsequently amended, restated, refinanced, or replaced from time to
time, and shall include agreements in respect of Hedging Obligations designed
to protect against fluctuations in interest rates and entered into with respect
to loans thereunder.


     "CUSTODIAN" means any custodian, receiver, trustee, assignee, liquidator
or similar official under any Bankruptcy Law.


     "DEFAULT" means any event, act or condition that is, or after notice or
the passage of time or both would be, an Event of Default.


     "DEPOSITARY" means, with respect to the Notes issuable or issued in whole
or in part in global form, The Depository Trust Company, until a successor
shall have been appointed and becomes such Depositary, and, thereafter,
"Depositary" shall mean or include such successor.


     "DESIGNATED SENIOR INDEBTEDNESS" means (i) Indebtedness under the Credit
Agreement (whether incurred pursuant to the definition of Permitted
Indebtedness or pursuant to the provisions of Section 4.07) and (ii) any other
Indebtedness constituting Senior Indebtedness that at the date of
determination, has an aggregate principal amount outstanding of at least $25.0
million and that is specifically designated by the Company, in the instrument
creating or evidencing such Senior Indebtedness or in an Officers' Certificate
delivered to the Trustee, as "Designated Senior Indebtedness."


     "DISQUALIFIED CAPITAL STOCK" means any Capital Stock of such Person or any
of its Subsidiaries that, by its terms, by the terms of any agreement related
thereto or by the terms of any security into which it is convertible, puttable
or exchangeable, is, or upon the happening of any event or the passage of time
would be, required to be redeemed or repurchased by such Person or any to its
Subsidiaries, whether or not at the option of the holder thereof, or matures or
is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
in whole or in part, on or prior to the final maturity date of the Notes;
provided, however, that any class of Capital Stock of such Person that, by its
terms, authorizes such Person to satisfy in full its obligations with respect
to the payment of dividends or upon maturity, redemption (pursuant to a sinking
fund or otherwise) or repurchase thereof or otherwise by the delivery of
Capital Stock that is not Disqualified Capital Stock, and that is not
convertible, puttable or exchangeable for Disqualified Capital Stock or other
Indebtedness, shall not be deemed to be Disqualified Capital Stock so long as
such Person satisfies its obligations with respect thereto solely by the
delivery of Capital Stock that is not Disqualified Capital Stock.





                                      -7-
<PAGE>   13

     "DOLLARS" and "$" means lawful money of the United States of America.


     "EBITDA" for any period means without duplication, the sum of the amounts
for such period of (i) Consolidated Net Income plus (ii) in each case to the
extent deducted in determining Consolidated Net Income for such period (and
without duplication), (A) Consolidated Income Tax Expense, (B) Consolidated
Amortization Expense (but only to the extent not included in Consolidated
Interest Expense), (C) Consolidated Depreciation Expense, (D) Consolidated
Interest Expense and (E) all other non-cash items reducing the Consolidated Net
Income (excluding any such non-cash charge that results in an accrual of a
reserve for cash charges in any future period) for such period, in each case
determined on a consolidated basis in accordance with GAAP and minus (iii) the
aggregate amount of all non-cash items, determined on a consolidated basis, to
the extent such items increased Consolidated Net Income for such Period.


     "EQUITY OFFERING" means an underwritten primary offering of Capital Stock
of the Company pursuant to a registration statement filed with the Commission
in accordance with the Securities Act, or pursuant to a private placement
pursuant to an available exemption from registration and, in the case of any
such private placement, a majority of such placement of which is sold to
Persons that are not then and were not at the Issue Date Affiliates of the
Company.


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


     "EXCHANGE OFFER" means the offer that may be made by the Company pursuant
to the Registration Rights Agreement and the Exchange Offer Registration
Statement to exchange New Notes for the Old Notes.


     "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean a registration
statement relating to an Exchange Offer on an appropriate form and all
amendments and supplements to such registration statement, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.


     "EXISTING INDEBTEDNESS" means all of the Indebtedness of the Company and
its Subsidiaries that is outstanding on the Issue Date.


     "FAIR MARKET VALUE" of any asset or items means the fair market value of
such asset or items as determined in good faith by the Board of Directors and
evidenced by a Board Resolution.


     "FOREIGN SUBSIDIARY" means any Subsidiary of the Company that is not
incorporated or organized in the United States or in any State thereof.


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





                                      -8-
<PAGE>   14
in such other statements by such other entity as may be approved by a
significant segment of the accounting profession of the United States, as in
effect on the Issue Date.


     "GLOBAL NOTE" means a global note, without coupons, representing all or a
portion of the Notes deposited with, or on behalf of, the Depositary
substantially in the form of Exhibit A attached hereto.


     "GOVERNMENT SECURITIES" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligations the full faith and credit of the United States of America is
pledged.


     The term "GUARANTEE" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters of
credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness.


     "GUARANTOR" or any "SUBSIDIARY GUARANTOR" means each Restricted Subsidiary
of the Company other than Foreign Subsidiaries and each other Person who is
required to become (or whom the Company otherwise causes to become) a
Subsidiary Guarantor by the terms of the Indenture.


     "HEDGING OBLIGATIONS" of any Person means the obligations of such Person
pursuant to (i) any interest rate swap agreement, interest rate collar
agreement or other similar agreement or arrangement designed to protect such
Person against fluctuations in interest rates, (ii) agreements or arrangements
designed to protect such Person against fluctuations in foreign currency
exchange rates in the conduct of its operations, or (iii) any forward contract,
commodity swap agreement, commodity option agreement or other similar agreement
or arrangement designed to protect such Person against fluctuations in
commodity prices, in each case, entered into in the ordinary course of business
for bona fide hedging purposes and not for the purpose of speculation.


     "HOLDER" means a Person in whose name a Note is registered on the
Registrar's books.


     The term "INCUR" means, with respect to any Indebtedness or Obligation,
incur, create, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise, with respect to such Indebtedness
or Obligation; provided that (i) the Indebtedness of a Person existing at the
time such Person became a Restricted Subsidiary shall be deemed to have been
incurred by such Restricted Subsidiary and (ii) neither the accrual of interest
nor the accretion of accreted value shall be deemed to be an incurrence of
Indebtedness.


     "INDEBTEDNESS" of any Person at any date means, without duplication: (i)
all liabilities, contingent or otherwise, of such Person for borrowed money
(whether or not the recourse of the lender is to the whole of the assets of
such Person or only to a portion thereof); (ii) all obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments; (iii) all





                                      -9-
<PAGE>   15
obligations of such Person in respect of letters of credit or other similar
instruments (or reimbursement obligations with respect thereto); (iv) all
obligations of such Person to pay the deferred and unpaid purchase price of
property or services, except trade payables and accrued expenses incurred by
such Person in the ordinary course of business in connection with obtaining
goods, materials or services, which payable is not overdue by more than 60 days
according to the original terms of sale unless such payable is being contested
in good faith; (v) the maximum fixed redemption or repurchase price of all
Disqualified Capital Stock of such Person; (vi) all Capitalized Lease
Obligations of such Person; (vii) all Indebtedness of others secured by a Lien
on any asset of such Person, whether or not such Indebtedness is assumed by
such Person; (viii) all Indebtedness of others guaranteed by such Person to the
extent of such guarantee; provided that Indebtedness of the Company or its
Subsidiaries that is guaranteed by the Company or the Company's Subsidiaries
shall only be counted once in the calculation of the amount of Indebtedness of
the Company and its Subsidiaries on a consolidated basis; (ix) all Attributable
Indebtedness of such Person; and (x) to the extent not otherwise included in
this definition, Hedging Obligations of such Person.  The amount of
Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above, the maximum liability
of such Person for any such contingent obligations at such date and, in the
case of clause (vii), the lesser of (A) the Fair Market Value of any asset
subject to a Lien securing the Indebtedness of others on the date that the Lien
attaches and (B) the amount of the Indebtedness secured.  For purposes of the
preceding sentence, the "maximum fixed redemption or repurchase price" of any
Disqualified Capital Stock that does not have a fixed redemption or repurchase
price shall be calculated in accordance with the terms of such Disqualified
Capital Stock as if such Disqualified Capital Stock were purchased or redeemed
on any date on which Indebtedness shall be required to be determined pursuant
to this Indenture, and if such price is based upon, or measured by, the fair
market value of such Disqualified Capital Stock (or any equity security for
which it may be exchanged or converted), such fair market value shall be
determined in good faith by the Board of Directors of such Person, which
determination shall be evidenced by a Board Resolution.


     "INDENTURE" means this Indenture as amended or supplemented from time to
time.


     "INDEPENDENT DIRECTOR" means a director of the Company who has not and
whose Affiliates have not, at any time during the twelve months prior to the
taking of any action hereunder, directly or indirectly, received, or entered
into any understanding or agreement to receive, any compensation, payment or
other benefit, of any type or form, from the Company or any of its Affiliates,
other than customary directors fees for serving on the Board of Directors of
the Company or any Affiliate and reimbursement of out-of-pocket expenses for
attendance at the Company's or Affiliate's board and board committee meetings.


     "INDEPENDENT FINANCIAL ADVISOR" means an accounting, appraisal or
investment banking firm of nationally recognized standing that is, in the
reasonable judgment of the Company's Board of Directors, qualified to perform
the task for which it has been engaged and disinterested and independent with
respect to the Company and its Affiliates.





                                      -10-
<PAGE>   16
     "INTEREST PAYMENT DATE" shall have the meaning set forth in the Notes.


     "INVESTMENTS" of any Person means (i) all investments by such Person in
any other Person in the form of loans, advances or capital contributions
(excluding (A) commission, travel and similar advances to officers and
employees made in the ordinary course of business and (B) loans and advances to
officers and employees made in the ordinary course of business not to exceed
$1.0 million at any time outstanding) or similar credit extensions constituting
Indebtedness of such Person, and any guarantee of Indebtedness of any other
Person, (ii) all purchases (or other acquisitions for consideration) by such
Person of Indebtedness, Capital Stock or other securities of any other Person
and (iii) all other items that would be classified as investments (including
without limitation purchases of assets outside the ordinary course of business)
on a balance sheet of such Person prepared in accordance with GAAP.


     "ISSUE DATE" means the date the Notes are initially issued.


     "LIEN" means, with respect to any asset or property, any mortgage, deed of
trust, lien (statutory or other), pledge, lease, easement, restriction,
covenant, charge, security interest or other encumbrance of any kind or nature
in respect of such asset or property, whether or not filed, recorded or
otherwise perfected under applicable law, including without limitation any
conditional sale or other title retention agreement, and any lease in the
nature thereof, any option or other agreement to sell, and any filing of, or
agreement to give, any financing statement under the Uniform Commercial Code
(or equivalent statutes) of any jurisdiction (other than cautionary filings in
respect of operating leases).


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


     "NET AVAILABLE PROCEEDS" means, with respect to any Asset Sale, the
proceeds thereof in the form of cash or Cash Equivalents including payments in
respect of deferred payment obligations when received in the form of cash or
Cash Equivalents (except to the extent that such obligations are financed or
sold with recourse to the Company or any Restricted Subsidiary), net of (i)
brokerage commissions and other fees and expenses (including fees and expenses
of legal counsel, accountants and investment banks) related to such Asset Sale,
(ii) provisions for all taxes payable as a result of such Asset Sale (after
taking into account any available tax credits or deductions and any tax sharing
arrangements), (iii) amounts required to be paid to any Person (other than the
Company or any Restricted Subsidiary) owning a beneficial interest in the
properties or assets subject to the Asset Sale or having a Lien therein and
(iv) appropriate amounts to be provided by the Company or any Restricted
Subsidiary, as the case may be, as a reserve required in accordance with GAAP
against any liabilities associated with such Asset Sale and retained by the
Company or any Restricted Subsidiary, as the case may be, after such Asset
Sale, including, without limitation, pensions and other postemployment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale, all as
reflected in an Officers' Certificate delivered to the Trustee; provided,
however, that any amounts remaining after adjustments, revaluations or
liquidations of such reserves shall constitute Net Available Proceeds.





                                      -11-
<PAGE>   17

     "NON-RECOURSE PURCHASE MONEY INDEBTEDNESS" means Indebtedness of the
Company or any of its Subsidiaries incurred (a) to finance the purchase of any
assets of the Company or any of its Subsidiaries within 90 days of such
purchase, (b) to the extent the amount of Indebtedness thereunder does not
exceed 100% of the purchase cost of such assets, (c) to the extent the purchase
cost of such assets is or should be included in "additions to property, plant
and equipment" in accordance with GAAP, and (d) to the extent that such
Indebtedness is non-recourse to the Company or any of its Subsidiaries or any
of their respective assets other than the assets so purchased.


     "NON-U.S. PERSON" means a Person that is not a U.S. Person, as defined in
Regulation S.


     "OBLIGATION" means any principal, interest (including, in the case of
Senior Indebtedness, interest accruing subsequent to the filing of a petition
in bankruptcy or insolvency at the rate specified in the document relating to
such Indebtedness, whether or not such interest is an allowed claim permitted
to be enforced against the obligor under applicable law), penalties, fees,
indemnification, reimbursements, costs, expenses, damages and other liabilities
payable under the documentation governing any Indebtedness.


     "OFFER" means a Change of Control Offer or an Net Proceeds Offer, as the
context requires.


     "OFFER PERIOD" means a Change of Control Offer Period as an Net Proceeds
Offer Period, as the context requires.


     "OFFERING MEMORANDUM" means the Offering Memorandum dated March 26, 1998,
in the form used in connection with the original sale of the Notes.


     "OFFICER" means any of the following of the Company: the Chairman of the
Board, the Chief Executive Officer, the Chief Financial Officer, the President,
any Vice President, the Treasurer or the Secretary.


     "OFFICERS' CERTIFICATE" means a certificate signed by any two Officers.


     "OPINION OF COUNSEL" means a written opinion from legal counsel (such
counsel may be an employee of or counsel to the Company or the Trustee) that
complies with the requirements of this Indenture.


     "PAYMENT RESTRICTION" with respect to a Subsidiary of any Person, means
any encumbrance, restriction of limitation, whether by operation of the terms
of its charter or by reason of any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation, on the ability of (i) such
Subsidiary to (a) pay dividends or make other distributions on its Capital
Stock or make payments on any obligation, liability or Indebtedness owed to
such Person or any other Subsidiary of such Person, (b) make loans or advances
to such Person or any other Subsidiary of such Person, (c) guarantee any
Indebtedness of the Company or any Restricted Subsidiary or (d)





                                      -12-
<PAGE>   18
transfer any of its properties or assets to such Person or any other Subsidiary
of such Person (other than customary restrictions on transfers of property
subject to a Lien permitted under this Indenture) or (ii) such Person or any
other Subsidiary of such Person to receive or retain any such dividends,
distributions or payments, loans or advances, guarantee, or transfer of
properties or assets.


     "PERMITTED INDEBTEDNESS" means any of the following:


                      (i) Indebtedness of the Company and any Subsidiary
     Guarantor under the Credit Agreement in an aggregate principal amount at
     any time outstanding not to exceed the greater of (a) $180 million, or (b)
     the sum of 80% of the consolidated accounts receivable of the Company plus
     30% of the consolidated net property, plant and equipment of the Company,
     calculated as of the end of the most recent fiscal quarter for which
     financial statements are available, as determined in accordance with GAAP;


                      (ii) Indebtedness under the Notes, the Note  Guarantees
     and this Indenture;


                      (iii) Existing Indebtedness;


                      (iv) Indebtedness under Hedging Obligations, provided
     that (1) such Hedging Obligations are related to payment obligations on
     Permitted Indebtedness or Indebtedness otherwise permitted by Section
     4.07, and (2) the notional principal amount of such Hedging Obligations at
     the time incurred does not exceed the principal amount of such
     Indebtedness to which such Hedging Obligations relate;


                      (v)  Indebtedness of the Company to a Subsidiary
     Guarantor and Indebtedness of any Subsidiary Guarantor to the Company or
     any other Subsidiary Guarantor; provided, however, that upon either (1)
     the subsequent issuance (other than directors' qualifying shares), sale,
     transfer or other disposition of any Capital Stock or any other event
     which results in any such Subsidiary Guarantor ceasing to be a Subsidiary
     Guarantor or (2) the transfer or other disposition of any such
     Indebtedness (except to the Company or a Subsidiary Guarantor), the
     provisions of this clause (v) shall no longer be applicable to such
     Indebtedness and such Indebtedness shall be deemed, in each case, to be
     incurred and shall be treated as an incurrence for purposes of Section
     4.07 at the time the Subsidiary Guarantor in question ceased to be a
     Subsidiary Guarantor or the time such transfer or other disposition
     occurred;


                      (vi) Indebtedness in respect of bid, performance or
     surety bonds issued for the account of the Company or any Restricted
     Subsidiary in the ordinary course of business, including guarantees or
     obligations of the Company or any Restricted Subsidiary with respect to
     letters of credit supporting such bid, performance or surety obligations
     (in each case other than for an obligation for money borrowed);





                                      -13-
<PAGE>   19
                      (vii) Indebtedness in respect of Non-Recourse Purchase
     Money Indebtedness incurred by the Company or any Restricted Subsidiary;


                      (viii)  Refinancing Indebtedness;


                      (ix)  Indebtedness, in addition to Indebtedness incurred
     pursuant to the other clauses of this definition, with an aggregate
     principal face or stated amount (as applicable) at any time outstanding
     for all such Indebtedness incurred pursuant to this clause not in excess
     of $20.0 million; provided, however, that the aggregate principal amount
     at any time outstanding for all other Indebtedness incurred by all Foreign
     Subsidiaries pursuant to this clause may not exceed $10.0 million in the
     aggregate; and


                      (x)   Acquired Indebtedness that is repaid by the
     Company or any Restricted Subsidiary within 45 days after the time of the
     merger or acquisition resulting in such Acquired Indebtedness if, but only
     if, the Company could incur such amount of additional Indebtedness under
     clause (i) above, at the time of such merger or acquisition and at the
     time the Company or any Restricted Subsidiary repays such Indebtedness,
     after giving effect to such repayment.


     "PERMITTED JUNIOR SECURITIES" means any securities of the Company provided
for by a plan of reorganization or readjustment that are subordinated in right
of payment to all Senior Indebtedness that may at the time be outstanding to
substantially the same extent as, or to a greater extent than, the Notes are
subordinated to Senior Indebtedness of the Company.


     "PERMITTED LIENS" means the following types of Liens:


                      (i)  Liens existing as of the Issue Date;


                      (ii) Liens securing the Notes;


                      (iii) Liens in favor of the Company or, with respect to a
     Restricted Subsidiary, Liens in favor of another Restricted Subsidiary;


                      (iv) Liens securing Permitted Indebtedness of the Company
     and the Restricted Subsidiaries of the type described in clauses (i) and
     (x) of the definition of Permitted Indebtedness;


                      (v)  Liens securing Indebtedness that constitutes
     Permitted Indebtedness of the type described in clause (viii) of the
     definition of "Permitted Indebtedness" incurred as a refinancing of any
     Indebtedness secured by Liens described in clauses (i), (iv), (xi), (xii)
     and (xiii) of this definition;





                                      -14-
<PAGE>   20
                      (vi) Liens for taxes, assessments or governmental charges
     or claims either (a) not delinquent or (b) contested in good faith by
     appropriate proceedings and as to which the Company or a Restricted
     Subsidiary, as the case may be, has set aside on its books such reserves,
     or has made such other appropriate provision, if any, as is required by
     GAAP;


                      (vii) Liens of landlords, carriers, warehousemen,
     mechanics, suppliers, materialmen, repairmen and other similar Liens
     incurred in the ordinary course of business for sums not delinquent or
     being contested in good faith, and as to which the Company or a Restricted
     Subsidiary, as the case may be, has set aside on its books such reserves,
     or has made such other appropriate provision, if any, as is required by
     GAAP;


                      (viii) Liens incurred or deposits made in the ordinary
     course of business in connection with workers' compensation, unemployment
     insurance and other types of social security, or to secure the payment or
     performance of tenders, statutory or regulatory obligations, surety and
     appeal bonds, bids, government contracts and leases, performance and
     return of money bonds and other similar obligations (exclusive of
     obligations for the payment of borrowed money);


                      (ix)  Liens securing any judgment not giving rise to a
     Default or Event of Default and so long as any appropriate legal
     proceedings that may have been duly initiated for the review of the
     judgment has not been finally terminated or the period within which those
     proceedings may be initiated has not expired;


                      (x)   easements, rights-of-way, reservations, zoning and
     other restrictions and other similar encumbrances not interfering in any
     material respect with the ordinary conduct of business of the Company or
     any Restricted Subsidiary;


                      (xi)  any interest or title of a lessor under any
     Capitalized Lease Obligation or operating lease; provided that (a) the
     Attributable Indebtedness related thereto constitutes Indebtedness
     permitted to be incurred under the terms of this Indenture and (b) with
     respect to any Capitalized Lease Obligation, such Liens do not extend to
     any property or assets that is not leased property subject to such
     Capitalized Lease Obligation;


                      (xii) Liens securing Non-Recourse Purchase Money
     Indebtedness; provided, however, that (a) the Non-Recourse Purchase Money
     Indebtedness shall not be secured by any property or assets of the Company
     or any Restricted Subsidiary other than the property or assets so acquired
     and any proceeds therefrom and (b) the Lien securing such Non-Recourse
     Purchase Money Indebtedness shall be created within 90 days of such
     acquisition;


                      (xiii) Liens securing Acquired Indebtedness incurred in
     accordance with the Consolidated Interest Coverage Ratio test described in
     Section 4.07; provided that (a) such Liens secured such Acquired
     Indebtedness at the time of and prior to the incurrence of such Acquired
     Indebtedness by the Company or a Restricted Subsidiary and were not
     granted in





                                      -15-
<PAGE>   21
     connection with, or in anticipation of, the incurrence of such Acquired
     Indebtedness by the Company or a Restricted Subsidiary and (b) such Liens
     do not extend to or cover any property or assets of the Company or of any
     Restricted Subsidiary other than the property or assets that secured the
     Acquired Indebtedness prior to the time such Indebtedness became Acquired
     Indebtedness of the Company or a Restricted Subsidiary and are no more
     favorable to the lienholder than those securing the Acquired Indebtedness
     prior to the incurrence of such Acquired Indebtedness by the  Company or a
     Restricted Subsidiary;


                      (xiv)  leases or subleases granted to others that do not
     interfere with the ordinary conduct of business of the Company or any
     Restricted Subsidiary;


                      (xv)   rights of a common owner of any interest in
     property held by the Company or any Restricted Subsidiary and that common
     owner as tenants in common or through other common ownership; and


                      (xvi)  Liens or equitable encumbrances deemed to exist by
     reason of (a) fraudulent conveyance or transfer laws or (b) negative
     pledge or other agreements to refrain from giving Liens.


     "PERSON" means any individual, corporation, partnership, limited liability
company, joint venture, incorporated or unincorporated association, joint-stock
company, trust, unincorporated organization or government or other agency or
political subdivision thereof or other entity of any kind.


     "PLAN OF LIQUIDATION" with respect to any Person, means a plan that
provides for, contemplates or the effectuation of which is preceded or
accompanied by (whether or not substantially contemporaneously, in phases or
otherwise): (i) the sale, lease, conveyance or other disposition of all or
substantially all of the assets of such Person otherwise than as an entirety or
substantially as an entirety; and (ii) the distribution of all or substantially
all of the proceeds of such sale, lease, conveyance or other disposition and
all or substantially all of the remaining assets of such Person to holders of
Capital Stock of such Person.


     "PURCHASE DATE" means the Change of Control Purchase Date or the Net
Proceeds Purchase Date, as the context requires.


     "QIB" means a "qualified institutional buyer" as defined in Rule 144A.


     "RECORD DATE" has the meaning set forth in the Notes.


     "REFINANCING INDEBTEDNESS" means Indebtedness of the Company or a
Restricted Subsidiary issued in exchange for, or the proceeds from the issuance
and sale or disbursement of which are used substantially concurrently to repay,
redeem, refund, refinance, discharge or otherwise retire for value, in whole or
in part (collectively, "repay"), or constituting an amendment, modification or
supplement





                                      -16-
<PAGE>   22
to or a deferral or renewal of (collectively, an "amendment"), any Indebtedness
of the Company or any Restricted Subsidiary (the "Refinanced Indebtedness") in
a principal amount not in excess of the principal amount of the Refinanced
Indebtedness (or, if such Refinancing Indebtedness refinances Indebtedness
under a revolving credit facility or other agreement providing a commitment for
subsequent borrowings,  with a maximum commitment not to exceed the maximum
commitment under such revolving credit facility or other agreement), plus the
amount of any premium required to be paid in connection with such refinancing
pursuant to the terms of the Refinanced Indebtedness or the amount of any
premium reasonably determined by the Company or such Restricted Subsidiary as
necessary to accomplish such refinancing, plus the amount of expenses of the
Company or such Restricted Subsidiary incurred in connection with such
refinancing; provided that: (i) the Refinancing Indebtedness is the obligation
of the same Person as that of the Refinanced Indebtedness, (ii) if the
Refinanced Indebtedness was subordinated to or pari passu with the Note
Indebtedness, then such Refinancing Indebtedness, by its terms, is expressly
pari passu with (in the case of Refinanced Indebtedness that was pari passu
with) the Note Indebtedness, or subordinate in right of payment to (in the case
of Refinanced Indebtedness that was subordinated to) the Note Indebtedness at
least to the same extent as the Refinanced Indebtedness; (iii) the portion, if
any, of the Refinancing Indebtedness that is scheduled to mature on or prior to
the maturity date of the Notes has a Weighted Average Life to Maturity at the
time such Refinancing Indebtedness is incurred that is equal to or greater than
the Weighted Average Life to Maturity of the portion of the Refinanced
Indebtedness being repaid that is scheduled to mature on or prior to the
maturity date of the Notes; and (iv) the Refinancing Indebtedness is secured
only to the extent, if at all, and by the assets (which may include
after-acquired assets), that the Refinanced Indebtedness is secured.


     "REGISTRATION" means a registered exchange offer for the Notes by the
Company or other registration of the Notes under the Securities Act pursuant to
and in accordance with the terms of the Registration Rights Agreement.


     "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement,
dated as of the Closing Date, by and among the Company, SBC Warburg Dillon Read
Inc., Morgan Stanley & Co. Incorporated and Johnson Rice & Company L.L.C., as
such agreement may be amended, modified or supplemented from time to time.


     "REGISTRATION STATEMENT" means the Registration Statement pursuant to and
as defined in the Registration Rights Agreement.


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


     "RELATED BUSINESS" means any business in which the Company and its
Subsidiaries operate on the Issue Date, or that is closely related to or
complements the business of the Company and its Subsidiaries, as such business
exists on the Issue Date.


     "RELATED BUSINESS INVESTMENT" means any Investment directly by the Company
or its Subsidiaries in any Related Business.




                                      -17-
<PAGE>   23


     "RELATED PARTY AGREEMENT" means any management or advisory agreement or
other arrangements with any Affiliate of the Company or with any other direct
or indirect holder of more than 10% of any class of the Company's Capital Stock
(except, in any such case, the Company or any Restricted Subsidiary).


     "REPRESENTATIVE" means, with respect to any Senior Indebtedness, the
indenture trustee or other trustee, agent or other representative(s), if any,
of holders of such Senior Indebtedness.


     "RESTRICTED DEBT PAYMENT" means any purchase, redemption, defeasance
(including without limitation in substance or legal defeasance) or other
acquisition or retirement for value, directly or indirectly, by the Company or
a Restricted Subsidiary, prior to the scheduled maturity or prior to any
scheduled repayment of principal or sinking fund payment, as the case may be,
in respect of Subordinated Indebtedness.


     "RESTRICTED INVESTMENT" means any Investment by the Company or any
Restricted Subsidiary (other than investments in Cash Equivalents) in any
Person that is not the Company or a Restricted Subsidiary, including in any
Unrestricted Subsidiary.


     "RESTRICTED PAYMENT" means with respect to any Person: (i) the declaration
or payment of any dividend (other than a dividend declared and paid (x) by a
Wholly-Owned Restricted Subsidiary to holders of its Capital Stock, or (y) by a
Subsidiary (other than a Wholly-Owned Restricted Subsidiary) to its
shareholders on a pro rata basis, but only to the extent of the dividends
actually received by the Company or a Restricted Subsidiary) or the making of
any other payment or distribution of cash, securities or other property or
assets in respect of such Person's Capital Stock (except that a dividend
payable solely in Capital Stock (other than Disqualified Capital Stock) of such
Person shall not constitute a Restricted Payment); (ii) any payment on account
of the purchase, redemption, retirement or other acquisition for value of (A)
the Capital Stock of the Company or (B) the Capital Stock of any Restricted
Subsidiary, or any other payment or distribution made in respect thereof,
either directly or indirectly (other than a payment solely in Capital Stock
that is not Disqualified Capital Stock, and excluding any such payment to the
extent actually received by the Company or a Restricted Subsidiary); or (iii)
any Restricted Investment; or (iv) any Restricted Debt Payment.


     "RESTRICTED SUBSIDIARY" means any Subsidiary of the Company other than an
Unrestricted Subsidiary.


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


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


     "SALE AND LEASEBACK TRANSACTIONS" means with respect to any Person an
arrangement with any bank, insurance company or other lender or investor or to
which such lender or investor is a





                                      -18-
<PAGE>   24
party, providing for the leasing by such Person of any property or asset of
such Person which has been or is being sold or transferred by such Person to
such lender or investor or to any Person to whom funds have been or are to be
advanced by such lender or investor on the security of such property or asset.


     "SEC" means the Securities and Exchange Commission.


     "SECURITIES ACT" means the U.S. Securities Act of 1933, as amended.


     "SENIOR INDEBTEDNESS" means all Indebtedness and other Obligations
specified below payable directly or indirectly by the Company or any Guarantor,
as the case may be, whether outstanding on the Issue Date or thereafter
created, incurred or assumed by the Company or such Guarantor: (i) the
principal of and interest on and all other Indebtedness and Obligations related
to the Credit Agreement (including, without limitation, all loans, letters of
credit and unpaid drawings with respect thereto and other extensions of credit
under the Credit Agreement, and all expenses, fees, reimbursements, indemnities
and other amounts owing pursuant to the Credit Agreement), (ii) amounts payable
in respect of any Hedging Obligations, (iii) in addition to the amounts
described in (i) and (ii), all Indebtedness not prohibited by Section 4.07 that
is not expressly pari passu with, or subordinated to, the Notes or the Note
Guarantees, as the case may be, (iv) all Capitalized Lease Obligations, and (v)
all Refinancing Indebtedness permitted under this Indenture.  Notwithstanding
anything to the contrary in the foregoing, Senior Indebtedness will not include
(a) any Indebtedness which by the express terms of the agreement or instrument
creating, evidencing or governing the same is junior or subordinate in right of
payment to any item of Senior Indebtedness, (b) any trade payable arising from
the purchase of goods or materials or for services obtained in the ordinary
course of business, (c) Indebtedness incurred (but only to the extent incurred)
in violation of this Indenture as in effect at the time of the respective
incurrence, (d) any Indebtedness of the Company or any of its Subsidiaries
that, when incurred, was without recourse to the Company or any of its
Subsidiaries, (e) any Indebtedness to any employee of the Company or any of its
Subsidiaries or (f) any liability for taxes owned or owing by the Company or
any of its Subsidiaries.


     "SENIOR SUBORDINATED INDEBTEDNESS" of the Company means the Notes and any
other Indebtedness of the Company that specifically provides that such
Indebtedness is to rank pari passu with the Notes in right of payment and is
not subordinated by its terms in right of payment to any Indebtedness or other
obligation of the Company which is not Senior Indebtedness.  "Senior
Subordinated Indebtedness" of any Guarantor has a correlative meaning.


     "SHELF REGISTRATION STATEMENT" shall mean a Shelf Registration Statement
of the Company pursuant to the Registration Rights Agreement.


     "SIGNIFICANT SUBSIDIARY" means any Subsidiary of the Company that would be
a "Significant Subsidiary" as defined in Article 1, Rule 1-02 of Regulation
S-X, promulgated pursuant to the Securities Act, as such Regulation is in
effect on the Issue Date, except all references to "10 percent" in such
definition shall be changed to "2 percent".





                                      -19-
<PAGE>   25
     "SPECIAL INTEREST" has the meaning set forth in the Notes.


     "SUBORDINATED INDEBTEDNESS" means Indebtedness of the Company or any
Restricted Subsidiary that is subordinated in right of payment to the Notes or
the Note Guarantee of such Restricted Subsidiary, respectively.


     "SUBSIDIARY" of any Person means (i) any corporation of which at least a
majority of the aggregate voting power of all classes of the Voting Stock is
owned by such Person directly or through one or more other Subsidiaries of such
Person and (ii) any entity other than a corporation in which such Person,
directly or indirectly, owns at least a majority of the Voting Stock of such
entity entitling the holder thereof to vote or otherwise participate in the
selection of the governing body, partners, managers or others that control the
management and policies of such entity; provided, however that Pool Arabia,
Ltd. shall not be deemed a Subsidiary as long as the Company uses the equity
method to account for its interest in Pool Arabia, Ltd. and the consolidated
financial statements of the Company do not include the financial statements of
Pool Arabia, Ltd. in accordance with GAAP.  Unless otherwise specified,
"Subsidiary" means a Subsidiary of the Company.


     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the Closing Date (except as otherwise provided in
Section 1.03 hereof); provided, however, that, in the event the Trust Indenture
Act of 1939 is amended after such date, "Trust Indenture Act" means, to the
extent required by any such amendments, the Trust Indenture Act of 1939 as so
amended.


     "TRUSTEE" means Marine Midland Bank until a successor replaces it in
accordance with the applicable provisions of this Indenture and thereafter
means such successor.


     "TRUST OFFICER" when used with respect to the Trustee means any officer or
assistant officer of the Trustee assigned by the Trustee to administer this
Indenture; and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.


     "UNRESTRICTED SUBSIDIARY" means (i) any Subsidiary that at the time of
determination shall be designated an Unrestricted Subsidiary by the Board of
Directors of the Company in the manner provided below and (ii) any Subsidiary
of an Unrestricted Subsidiary.  The Board of Directors of the Company may
designate  any Restricted Subsidiary to be an Unrestricted Subsidiary, and any
such designation shall be deemed to be a Restricted Investment at the time of
and immediately upon such designation by the Company and its Restricted
Subsidiaries in the amount of the Consolidated Net Worth of such designated
Subsidiary and its consolidated Subsidiaries at such time, provided that such
designation shall be permitted only if (A) the Company and its Restricted
Subsidiaries would be able to make the Restricted Investment deemed made
pursuant to such designation at such time, (B) no portion of the Indebtedness
or any other obligation (contingent or otherwise) of such Subsidiary (x) is
Guaranteed by the Company or any Restricted Subsidiary, (y) is recourse to the





                                      -20-
<PAGE>   26
Company or any Restricted Subsidiary or (z) subjects any property or asset of
the Company or any Restricted Subsidiary, directly or indirectly, contingently
or otherwise, to the satisfaction thereof and (C) no default or event of
default with respect to any Indebtedness of such Subsidiary would permit any
holder of any Indebtedness of the Company or any Restricted Subsidiary to
declare such Indebtedness of the Company or any restricted Subsidiary due and
payable prior to its maturity.  The Board of Directors of the Company may
designate any Unrestricted Subsidiary to be a Restricted Subsidiary, and any
such designation shall be deemed to be an incurrence by the Company and its
Subsidiaries of the Indebtedness (if any) of such Subsidiary so designated for
purposes of Section 4.07 as of the date of such designation, provided that such
designation shall be permitted only if immediately after giving effect to such
designation and the incurrence of any such additional Indebtedness deemed to
have been incurred thereby (x) the Company would meet the Coverage Ratio
Incurrence Condition and (y) no Default or Event of Default shall be
continuing.  Any such designation by the Board of Directors described in the
two preceding sentences shall be evidenced to the Trustee by the filing with
the Trustee of a certified copy of the Board Resolution giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing conditions and setting forth the underlying
calculations of such certificate.


     "U.S. PERSON" has the meaning ascribed to it in Regulation S.


     "VOTING STOCK" with respect to any Person, means securities of any class
of Capital Stock of such Person entitling the holders thereof (whether at all
times or only so long as no senior class of stock or other relevant equity
interest has voting power by reason of any contingency) to vote in the election
of members of the board of directors of such Person.


     "WEIGHTED AVERAGE LIFE TO MATURITY", when applied to any Indebtedness at
any date, means the number of years obtained by dividing (i) the sum of the
products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof, by (b) the
number  of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment by (ii) the then outstanding
principal amount of such Indebtedness.


     "WHOLLY-OWNED RESTRICTED SUBSIDIARY" means a Restricted Subsidiary of
which 100% of the Capital Stock (except for directors' qualifying shares or
certain minority interests owned by other Persons solely due to local law
requirements that there be more than one stockholder, but which interest is not
in excess of what is required for such purpose) is owned directly by the
Company or through one or more Wholly-Owned Restricted Subsidiaries.


       Section 1.02.  Other Definitions.


<TABLE>
<CAPTION>
                                                                         DEFINED IN
 TERM                                                                     SECTION

 <S>                                                                          <C>
 "AFFILIATE TRANSACTION"..................................................... 4.08

 "AGENT MEMBERS"............................................................. 2.07
</TABLE>





                                      -21-
<PAGE>   27
<TABLE>
<CAPTION>
                                                                         DEFINED IN
 TERM                                                                     SECTION
 <S>                                                                      <C>
 "ASSET SALE OFFER".......................................................... 4.14
 "ASSET SALE OFFER AMOUNT"................................................... 4.14
 "ASSET SALE OFFER PERIOD"................................................... 4.14
 "ASSET SALE PAYMENT"........................................................ 4.14
 "AFFILIATE TRANSACTION"..................................................... 4.10
 "AGENT MEMBERS"......................................................... 2.07(a)(iii)
 "ASSET SALE TRIGGER DATE"................................................. 4.16(c)
 "CEDEL BANK".............................................................. 2.01(a)
 "CERTIFICATED NOTE"....................................................... 2.01(a)
 "CHANGE OF CONTROL OFFER"............................................... 4.15(b)(ii)
 "CHANGE OF CONTROL OFFER PERIOD".......................................... 4.15(c)
 "CHANGE OF CONTROL PURCHASE DATE"......................................... 4.15(c)
 "CHANGE OF CONTROL PURCHASE PRICE"........................................ 4.15(a)
 "CHANGE OF CONTROL TRIGGER DATE".......................................... 4.15(a)
 "COMMISSION"................................................................ 4.02
 "COVENANT DEFEASANCE"................................................... 8.01(b)(ii)
 "EVENT OF DEFAULT"........................................................ 6.01(a)
 "EUROCLEAR"............................................................... 2.01(a)
 "EXCESS PROCEEDS"....................................................... 4.16(b)(ii)
 "GLOBAL NOTE HOLDER"...................................................... 2.01(a)
 "INSOLVENCY OR LIQUIDATION PROCEEDING".................................... 10.02(a)
 "LEGAL DEFEASANCE"....................................................... 8.01(b)(i)
 "NET PROCEEDS DEFICIENCY"............................................... 4.16(c)(ii)
 "NET PROCEEDS OFFER"..................................................... 4.16(c)(i)
 "NET PROCEEDS OFFER PERIOD ............................................. 4.16(c)(iii)
 "NET PROCEEDS PURCHASE DATE"............................................ 4.16(c)(iii)
 "NON-PAYMENT DEFAULT"..................................................... 10.03(b)
 "NOTE GUARANTEE"........................................................ 11.01(a)(a)
 "NOTE INDEBTEDNESS"........................................................ 10.01
 "NOTICE OF DEFAULT"....................................................... 6.01(a)
 "OFFERED PRICE"......................................................... 4.16(c)(ii)
 "OFFSHORE CERTIFICATED NOTE".............................................. 2.01(a)
 "PAYING AGENT".............................................................. 2.03
 "PAYMENT AMOUNT"......................................................... 4.16(c)(i)
 "PAYMENT BLOCKAGE NOTICE"................................................. 10.03(b)
 "PAYMENT BLOCKAGE PERIOD"................................................. 10.03(b)
 "PAYMENT DEFAULT"......................................................... 10.03(a)
 "REGULATION S GLOBAL NOTE"................................................ 2.02(a)
 "REGULATION S NOTES"...................................................... 2.01(a)
 "REGULATION S PERMANENT GLOBAL NOTE"...................................... 2.01(a)
 "REGULATION S TEMPORARY GLOBAL NOTE"...................................... 2.01(a)
</TABLE>





                                      -22-
<PAGE>   28
<TABLE>
<CAPTION>
                                                                         DEFINED IN
 TERM                                                                     SECTION
 <S>                                                                      <C>
 "REPLACEMENT FACILITY".................................................... 4.13(b)
 "RESTRICTED GLOBAL NOTE".................................................. 2.01(a)
 "REGISTRAR"................................................................. 2.03
 "RULE 144A NOTES"......................................................... 2.01(a)
 "SECURITIES ACT LEGEND"................................................... 2.01(a)
 "SUCCESSOR"............................................................. 5.01(a)(ii)
 "TRUSTEE EXPENSES".......................................................... 6.08
</TABLE>


     Section 1.03.  Incorporation by Reference of TIA.  Whenever this
Indenture refers to a provision of the TIA, the portion of the provision
required to be incorporated herein in order for this Indenture to be qualified
under the TIA is incorporated by reference in, and made a part of, this
Indenture.  Any terms incorporated by reference in this Indenture that are
defined by the TIA, defined by the TIA by reference to another statute or
defined by the SEC in a rule under the TIA have the meanings so assigned to
them therein.


     Section 1.04.  Rules of Construction.  Unless the context otherwise
requires: (1) a term has the meaning assigned to it in this Indenture; (2) an
accounting term not otherwise defined herein has the meaning assigned to it
under GAAP; (3) "OR" is not exclusive; (4) words in the singular include the
plural, and in the plural include the singular; (5) provisions apply to
successive events and transactions; and (6) any reference to a Section or
Article refers to such Section or Article of this Indenture.


                                   ARTICLE 2

                                   The Notes


     Section 2.01.  Form and Dating.  (a) The Notes and the certificate of
authentication of the Trustee or an authenticating agent appointed on its
behalf pursuant to Section 2.02 shall be substantially in the form of Exhibit A
hereto, bearing such legends as are required pursuant to this Section 2.01.
The Notes  may have notations, legends or endorsements required by this
Indenture, law, stock exchange rule or usage.  Each Note shall be dated the
date of its authentication.  The Notes shall be in denominations of $1,000
principal amount and integral multiples thereof.


     The Old Notes and the New Notes shall be considered collectively to be a
single class for all purposes of this Indenture, including, without limitation,
waivers, amendments, redemptions and offers to purchase.  Any Old Notes that
remain outstanding after the Exchange Offer will be aggregated with the New
Notes, and the Holders of such Old Notes and the New Notes will vote together
as a single series for all such purposes.  Accordingly, all references herein
shall be deemed to mean, at any time after the Exchange Offer is consummated,
such percentages in aggregate principal amount of the Old Notes and the New
Notes then outstanding.





                                      -23-
<PAGE>   29

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


     Old Notes offered and sold to QIBs in reliance on Rule 144A ("RULE 144A
NOTES") shall be issued initially in the form of one or more Global Notes in
definitive, fully registered form, without interest coupons, substantially in
the form of Exhibit A hereto, bearing such legends as are required pursuant to
this Section 2.01 (the "RESTRICTED GLOBAL NOTES"), will be deposited on the
Issue Date with, or on behalf of, the Depositary and registered in the name of
Cede & Co., as nominee of the Depositary (such nominee being referred to herein
as the "GLOBAL NOTE HOLDER"), duly executed by the Company and authenticated by
the Trustee as herein provided.  The aggregate principal amount of the
Restricted Global Notes may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the Depositary
or its nominee, as hereinafter provided.


     Old Notes sold in offshore transactions in reliance on Regulation S under
the Securities Act ("REGULATION S NOTES") will initially be represented by one
or more temporary Global Notes in definitive, fully registered form without
interest coupons (each a "REGULATION S TEMPORARY GLOBAL NOTE") and will be
deposited with the Trustee as custodian for, and registered in the name of Cede
& Co., as nominee of the Depositary for the accounts of Morgan Guaranty Trust
Company of New York, Brussels office, as operator of the Euroclear System
("EUROCLEAR"), and Cedel Bank, societe anonyme ("CEDEL BANK").  Each Regulation
S Temporary Global Note will be exchangeable for one or more permanent global
Notes (each a "REGULATION S PERMANENT GLOBAL NOTE" and together with the
Regulation S Temporary Global Notes, the "REGULATION S GLOBAL NOTES") on or
after the 40th day following the latest of  the commencement of the offering of
the Old Notes and the Issue Date upon delivery to the Company of certificates
of compliance with the transfer restrictions applicable to the Old Notes and
pursuant to Regulation S under the Securities Act.  Prior to such 40th day,
beneficial interests in a Regulation S Temporary Global Note may be held only
through Euroclear or Cedel Bank.  The aggregate principal amount of the
Regulation S Global Notes may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the nominee of
the Depositary for the Regulation S Global Notes, for the accounts of Euroclear
and Cedel Bank, as hereinafter provided.


     Any Person having a beneficial interest in the Global Notes may, upon
request to the Trustee, exchange such beneficial interest for Notes in
definitive form (each a "CERTIFICATED NOTE"). Certificated Notes issued in
exchange for interests in any Regulation S Global Note are sometimes referred
to as the "OFFSHORE CERTIFICATED NOTES."  Upon any such issuance, the Trustee
is required to register such Notes in the name of, and cause the same to be
delivered to, such Persons or Persons (or the nominee of any thereof).  Such
Notes will be issued in fully registered form and will be subject to transfer
restrictions.  In addition, if (i) the Company notifies the Trustee in writing
that the Depositary is no longer willing or able to act as a depositary and the
Company is unable to locate a qualified successor within 90 days or (ii) the
Company, at its option, notifies the Trustee in writing that it elects to cause
the issuance of Certificated Notes, then, upon surrender by the relevant Global





                                      -24-
<PAGE>   30
Note Holder of its Global Note in accordance with Section 2.07(e), Notes in
such form will be issued to each Person that such Global Note Holder and the
Depositary identify as being the beneficial owner of the related Notes.


     Except as otherwise provided in Section 2.08(e), each Restricted Global
Note, each Regulation S Global Note and each Certificated Note shall bear the
legend (the "SECURITIES ACT LEGEND") set forth below on the face thereof:


     "THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED
     IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE U.S.
     SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE
     SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
     TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
     THEREFROM.  EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY (1) BY ITS
     ACQUISITION HEREOF REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
     BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT
     A U.S. PERSON AND IS ACQUIRING THE SECURITY EVIDENCED HEREBY IN AN
     OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
     ACT AND (2) IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
     EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
     BY RULE 144A THEREUNDER OR  ANOTHER EXEMPTION UNDER THE SECURITIES ACT.
     THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE
     ISSUER THAT (X) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE
     TRANSFERRED ONLY (i) (a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
     A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
     SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
     (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
     SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A PERSON THAT IS NOT A
     U.S. PERSON (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT) IN A
     TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT
     OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
     REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL
     IF THE COMPANY SO REQUESTS), (ii) TO THE COMPANY OR (iii) PURSUANT TO AN
     EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
     APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
     APPLICABLE JURISDICTION AND (Y) THE HOLDER WILL, AND EACH SUBSEQUENT
     HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE





                                      -25-
<PAGE>   31
   SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (X) ABOVE."


     (b)  Each Global Note, whether or not a New Note, shall also bear the
following legend on the face thereof:


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


     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
     NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
     SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
     LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
     SECTIONS 2.06, 2.07 AND 2.08 OF THE INDENTURE.


     Section 2.02.    Execution and Authentication; Authentication Agent.  The
President or any Vice President and the Treasurer or any Assistant Treasurer of
the Company shall sign each Note for the Company by manual or facsimile
signature.  If an Officer whose signature is on a Note no longer holds that
office at the  time the Note is authenticated, the Note shall nevertheless be
valid.


     A Note shall not be valid until authenticated by the manual signature of
the Trustee, and the Trustee's signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.  The form of Trustee's
certificate of authentication to be borne by the Notes shall be substantially
as set forth in Exhibit A.  The Trustee may appoint an authenticating agent
acceptable to the Company to authenticate the Notes.  Unless limited by the
terms of such appointment, an authenticating agent may authenticate Notes
whenever the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.  An
authenticating agent has the same rights as an Agent to deal with the Company
or any of its Affiliates.  If an appointment of an authenticating agent is made
pursuant to this Section 2.02, the Notes may have endorsed thereon, in lieu of
the Trustee's certificate of authentication, an alternative certificate of
authentication substantially in the form set forth in Exhibit A.





                                      -26-
<PAGE>   32

     The Trustee shall, upon receipt of a written order signed by an Officer of
the Company, authenticate (i) Old Notes for issuance on the Issue Date in the
aggregate principal amount of $150,000,000 and (ii) New Notes for issuance only
in exchange for a like principal amount of Old Notes.  Notwithstanding anything
to the contrary contained in this Indenture, the Notes or otherwise, the
aggregate principal amount of outstanding Notes may not exceed $150,000,000 at
any time, except as provided in Section 2.10.


     Section 2.03.  Registrar and Paying Agent.  The Company shall maintain
an office or agency (the "REGISTRAR") where Notes may be presented for
registration of transfer or for exchange (subject to Sections 2.06, 2.07 and
2.08) and an office or agency within the City and State of New York (the
"PAYING AGENT") where Notes may be presented for payment and an office or
agency where notices to or upon the Company in respect of the Notes or this
Indenture may be served. The Registrar shall keep a register of the Notes and
of their transfer and exchange.  The Company may appoint one or more
co-registrars and one or more additional paying agents.  The term "Paying
Agent" includes any additional paying agent.  The Company may change the Paying
Agent, Registrar or co-registrar without prior notice to any Holder.  The
Company shall notify the Trustee and the Trustee shall notify the Holders of
the name and address of any Agent not a party to this Indenture.  The Company
shall enter into an appropriate agency agreement with any Agent not a party to
this Indenture, and such agreement shall incorporate the provisions of the TIA
and implement the provisions of this Indenture that relate to such Agent.  The
Company initially appoints the Trustee as Registrar (subject to Section 2.06),
Paying Agent and agent for service of notices and demands in connection with
the Notes.  The Company or any of its Affiliates may act as Paying Agent,
Registrar or co-registrar.  If the Company fails to appoint or maintain a
Registrar and/or Paying Agent, subject to Section 2.06, the Trustee shall act
as such, and shall be entitled to appropriate compensation in accordance with
Section 7.07.

     Section 2.04.  Paying Agent to Hold Money in Trust.  The Company shall
require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will hold in trust for the Holders' benefit or the Trustee all
money the Paying Agent holds for the redemption or purchase of the Notes or for
the payment of principal of, or premium, if any, or interest (including Special
Interest, if any) on the Notes, and will notify the Trustee of any default by
the Company in providing the Paying Agent with sufficient funds to redeem or
purchase Notes or make any payment on the Notes as and to the extent required
to be redeemed, purchased or paid under the terms of this Indenture.  While any
such default continues, the Trustee may require the Paying Agent to pay all
money it holds to the Trustee and account for any funds disbursed. The Company
at any time may require the Paying Agent to pay all money it holds to the
Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than the
Company or any of its Affiliates) shall have no further liability for the money
it delivered to the Trustee.  If the Company or any of its Subsidiaries acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the
Holders' benefit all money it holds as Paying Agent.


     Section 2.05.  Holder Lists.  The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders and shall





                                      -27-
<PAGE>   33
otherwise comply with section 312(a) of the TIA.  If the Trustee is not the
Registrar, the Company shall furnish to the Trustee, at least 7 Business Days
before each interest payment date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require that sets forth the names and addresses of, and the
aggregate principal amount of Notes held by, each Holder, and the Company shall
otherwise comply with section 312(a) of the TIA.


     Section 2.06     Transfer and Exchange.  (a) The Company appoints the
Trustee as transfer and exchange agent for the purpose of any transfer or
exchange of the Notes.


     (b)              Without the prior consent of the Company, neither the
Trustee nor the Registrar shall be required (i) to register the transfer of or
exchange any Note selected for redemption, (ii) to register the transfer of or
exchange any Note for a period of 15 days before the mailing of a notice of
redemption ending on the date of such mailing, (iii) to register the transfer
or exchange of a Note between a record date and the next succeeding interest
payment date.


     (c)              No service charge shall be made for any registration of
transfer or exchange (except as otherwise expressly permitted herein), but the
Registrar may require a Holder to furnish  appropriate endorsements and
transfer documents and payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any
such transfer tax or similar governmental charge payable upon exchanges
pursuant to Section 2.12, 3.06 or 9.05, which the Company shall pay).


     (d)              Prior to due presentment for registration of transfer of
any Note to the Trustee, the Trustee, any Agent and the Company shall deem and
treat the Person in whose name any Note is registered as the absolute owner of
such Note (whether or not such Note shall be overdue and notwithstanding any
notation of ownership or other writing on such Note made by anyone other than
the Company, the Registrar, or any co-registrar) for the purpose of receiving
payment of principal of, premium, if any, interest (including Special Interest,
if any) on such Note and for all other purposes, and notice to the contrary
shall not affect the Trustee, any Agent or the Company.


     (e)              A Holder may transfer a Note only by written application
to the Registrar stating the name of the proposed transferee and otherwise
complying with the terms of this Indenture.  No such transfer shall be effected
until, and such transferee shall succeed to the rights of a Holder only upon,
final acceptance and registration of the transfer by the Registrar.
Furthermore, any Holder of a Global Note shall, by acceptance of such Global
Note, be deemed to agree that transfers of beneficial interests in such Global
Note may be effected through a book entry system maintained by the Holder of
such Global Note (or its agent) and that ownership of a beneficial interest in
the Note shall be required to be reflected in a book entry.  When Notes are
presented to the Registrar or a co-registrar with a request to register the
transfer or to exchange them for an equal principal amount of Notes of other
authorized denominations (including an exchange of Old Notes for New Notes),
the Registrar or co-registrar, as relevant, shall register the transfer or make
the exchange as requested if the requirements for such transactions set forth
herein are met; provided, however, that no exchanges





                                      -28-
<PAGE>   34
of Old Notes for New Notes shall occur except pursuant to the Exchange Offer or
otherwise pursuant to a Registration of Notes and provided further that any Old
Notes that are so exchanged for New Notes shall be cancelled by the Trustee.
To permit registrations of transfers and exchanges, the Company shall execute
and the Trustee shall authenticate Notes at the Registrar's request.


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


     Section 2.07.    Book-entry Provisions for Global Notes.  (a) The
Restricted Global Notes and Regulation S Global Notes initially shall (i) be
registered in the name of the Depositary  for such Global Notes or the nominee
of such Depositary, (ii) be delivered to the Trustee as custodian for such
Depositary and (iii) bear legends as set forth in Section 2.01.


     Members of, or participants in, the Depositary ("AGENT MEMBERS") shall
have no rights under this Indenture with respect to any Restricted Global Note
or Regulation S Global Note held on their behalf by the Depositary, or the
Trustee as its custodian, or under such Restricted Global Note or Regulation S
Global Note, and the Depositary may be treated by the Company, the Trustee and
any agent of the Company or the Trustee as the absolute owner of such Global
Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or
the Trustee, from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or shall impair, as between the
Depositary and its Agent Members, the operation of customary practices
governing the exercise of the rights of a Holder of any Note.


     (b)              Transfers of a Restricted Global Note or Regulation S
Global Note shall be limited to transfers of such Global Note in whole, but not
in part, to the Depositary, its successors or their respective nominees.
Interests of beneficial owners in a Restricted Global Note or Regulation S
Global Note may be transferred in accordance with the rules and procedures of
the Depositary and the provisions of Section 2.08.


     (c)              Any beneficial interest in one of the Global Notes that
is transferred to a Person who takes delivery in the form of an interest in the
other Global Note will, upon transfer, cease to be an interest in such Global
Note and become an interest in the other Global Note and, accordingly, will
thereafter be subject to all transfer restrictions, if any, and other
procedures applicable to beneficial interests in such other Global Note for as
long as it remains such an interest.


     (d)              In connection with any exchange of a portion of the
beneficial interests in the Global Notes for Certificated Notes by the
beneficial owners pursuant to Section 2.01(a), the Registrar shall reflect on
its books and records the date and a decrease in the principal amount of the
Global Notes in an amount equal to the principal amount of the beneficial
interest in the Global Notes to be transferred, and the Company shall execute,
and the Trustee shall authenticate and deliver, one or more Certificated Notes
of like tenor and amount.





                                      -29-
<PAGE>   35
     (e)              In connection with the transfer of all of the Restricted
Global Notes or Regulation S Global Notes to beneficial owners pursuant to
Section 2.01(a), the Restricted Global Notes or Regulation S Global Notes, as
the case may be, shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the relevant Global Note
Holder and the Depositary in exchange for its  beneficial interest in the
Restricted Global Notes or Regulation S Global Notes, as the case may be, an
equal aggregate principal amount of Certificated Notes or Offshore Certificated
Notes, as the case may be, of authorized denominations.


     (f)              Any Certificated Notes delivered in exchange for an
interest in a Restricted Global Note pursuant to Section 2.01(a) or paragraph
(d) of this Section shall, except as otherwise provided by paragraph (e) of
Section 2.08, bear the legend regarding transfer restrictions applicable to the
Certificated Notes set forth in Section 2.01(a).


     (g)              Any Offshore Certificated Note delivered in exchange for
an interest in a Regulation S Global Note pursuant to Section 2.01(a) or
paragraph (d) of this Section shall, except as otherwise provided by paragraph
(e) of Section 2.08, bear the legend regarding transfer restrictions applicable
to the Offshore Certificated Note set forth in Section 2.01(a).


     (h)              The registered holder of a Global Note may grant proxies
and otherwise authorize any Person, including Agent Members and Persons that
may hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Notes.


     Section 2.08.    Special Transfer Provisions.  Unless and until a Note is
exchanged for a New Note in connection with an effective Registration pursuant
to the Registration Rights Agreement or the Note is no longer required by
Section 2.08(e) to bear a Securities Act Legend, the following provisions shall
apply:


     (a)              TRANSFERS TO QIBs.  The following provisions shall apply
with respect to the registration of any proposed transfer of a Certificated
Note or an interest in a Restricted Global Note to a QIB (excluding Non-U.S.
Persons):


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





                                      -30-
<PAGE>   36
     it is aware that the transferor is relying upon its foregoing
     representation in order to claim the exemption from registration provided
     for by Rule 144A or (y) an interest in the Restricted Global Note, the
     transfer of such interest may be effected only through the book entry
     system maintained by the Depositary.


                      (ii)   If the proposed transferee is an Agent Member, and
     the Note to be transferred consists of Certificated Notes, upon receipt by
     the Registrar of the documents referred to in clause (i) and instructions
     given in accordance with the Depositary's and the Registrar's procedures,
     the Registrar shall reflect on its books and records the date and an
     increase in the principal amount of the Restricted Global Notes in an
     amount equal to the principal amount of the Certificated Notes to be
     transferred and the Trustee shall cancel the Certificated Notes so
     transferred.


     (b)              TRANSFERS OF INTERESTS IN THE REGULATION S TEMPORARY
GLOBAL NOTES.  The following provisions shall apply with respect to
registration of any proposed transfer of interests in any Regulation S
Temporary Global Note:


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


                      (ii)   If the proposed transferee is an Agent Member,
     upon receipt by the Registrar of the documents referred to in clause
     (i)(y) above and instructions given in accordance with the Depositary's
     and the Registrar's procedures, the Registrar shall reflect on its books
     and records the date and an increase in the principal amount of the
     Restricted Global Notes, in an amount equal to the principal amount of the
     Regulation S Temporary Global Notes to be transferred, and the Trustee
     shall decrease the amount of the Regulation S Temporary Global Note.


     (c)              TRANSFERS OF INTERESTS IN THE REGULATION S PERMANENT
GLOBAL NOTES OR OFFSHORE CERTIFICATED NOTES TO U.S.  PERSONS.  The following
provisions shall apply with respect to any transfer of interests in any
Regulation S Global Note or Offshore Certificated Notes to U.S. Persons:





                                      -31-
<PAGE>   37
                      (i)    prior to the removal of the Securities Act Legend
     from any Regulation S Global Note or Offshore Certificated Notes in
     accordance with Section 2.01(e), the Registrar shall refuse to register
     such transfer; and


                      (ii)   after such removal, the Registrar shall register
     the transfer of any such Note without requiring any additional
     certification.


     (d)              TRANSFERS TO NON-U.S. PERSONS AT ANY TIME.  The following
provisions shall apply with respect to any transfer of a Note to a Non-U.S.
Person:


                      (i)    Prior to 40 days after the Issue Date, the
     Registrar shall register any proposed transfer of a Note to a Non-U.S.
     Person upon receipt of a certificate substantially in the form of Exhibit
     B hereto from the proposed transferor.


                      (ii)   On and after 40 days after the Issue Date, the
     Registrar shall register any proposed transfer to any Non-U.S. Person if
     the Note to be transferred is a Certificated Note or an interest in the
     Global Note, upon receipt of a certificate substantially in the form of
     Exhibit B from the proposed transferor.


                      (iii)  (A) If the proposed transferor is an Agent Member
     holding a beneficial interest in a Restricted Global Note, upon receipt by
     the Registrar of (x) the documents, if any, required by paragraph (ii) and
     (y) instructions in accordance with the Depositary's and the Registrar's
     procedures, the Registrar shall reflect on its books and records the date
     and a decrease in the principal amount of the Restricted Global Notes in
     an amount equal to the principal amount of the beneficial interest in the
     Restricted Global Notes to be transferred, and (B) if the proposed
     transferee is an Agent Member, upon receipt by the Registrar of
     instructions given in accordance with the Depositary's and the Registrar's
     procedures, the Registrar shall reflect on its books and records the date
     and an increase in the principal amount of the Regulation S Global Notes
     in an amount equal to the principal amount of the Certificated Notes or
     the Restricted Global Notes, as the case may be, to be transferred, and
     the Trustee shall cancel the Certificated Notes, if any, so transferred or
     decrease the amount of the Restricted Global Notes, as the case may be.


     (e)              SECURITIES ACT LEGEND.  Upon the registration of
transfer, exchange or replacement of Notes not bearing the Securities Act
Legend, the Registrar shall deliver Notes that do not bear the Securities Act
Legend.  Upon the registration of transfer, exchange or replacement of Notes
bearing the Securities Act Legend, the Registrar shall deliver only Notes that
bear the Securities Act Legend unless (i) the Note being delivered is a New
Note issued in the Exchange Offer pursuant to the Exchange Offer Registration
Statement or (ii) there is delivered to the Registrar an Opinion of Counsel
reasonably satisfactory to the Company and the Trustee to the effect that
neither such legend nor the related restrictions on transfer are required in
order to maintain compliance with the provisions of the Securities Act.





                                      -32-
<PAGE>   38
     (f)              GENERAL.  By its acceptance of any Note bearing the
Securities Act Legend, each Holder of such a Note acknowledges the restrictions
on transfer of such Note set forth in this Indenture and in the Securities Act
Legend and agrees that it will transfer such Note only as provided in this
Indenture.  The Registrar shall not register a transfer of any Note unless such
transfer complies with the restrictions on transfer of such Note set forth in
this Indenture.  In connection with any transfer of Notes, each Holder agrees
by its acceptance of the Notes to furnish the Registrar or the Company such
certifications, legal opinions or other information as either of them may
reasonably require to confirm that such transfer is being made pursuant to an
exemption from, or a transaction not subject to, the registration requirements
of the Securities Act; provided that the Registrar shall not be required to
determine (but may rely on a determination made by the Company with respect to)
the sufficiency of any such certifications, legal opinions or other
information.


     The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.07 or this Section 2.08.
The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon
the giving of reasonable written notice to the Registrar.


     Section 2.09.  Replacement Notes.  Holders shall surrender mutilated
Notes to the Trustee. If any mutilated Note is surrendered to the Trustee, or
if the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee
shall authenticate, a replacement Note if the Trustee's requirements are met,
and each such replacement Note shall be an additional obligation of the
Company.  If the Trustee or the Company requires, the Holder must supply an
indemnity bond that is sufficient, in the reasonable judgment of the Trustee
and the Company, to protect the Company, the Trustee, any Agent or any
authenticating agent from any loss that any of them may suffer if a Note is
replaced.  The Company and the Trustee may charge for its reasonable expenses
in replacing a Note.


     Section 2.10.  Outstanding Notes.  The Notes outstanding at any time are
all the Notes the Trustee has authenticated except for those it has cancelled,
those delivered to it for cancellation, and those described in this Section
2.10 as not outstanding.  If a Note is replaced pursuant to Section 2.09, it
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that a protected purchaser holds the replaced Note.  If the entire principal
of, premium, if any, and accrued interest (including Special Interest, if any)
on any Note is considered paid under Section 2.04, it ceases to be outstanding
and interest on it ceases to accrue.  Subject to Section 2.11, a Note does not
cease to be outstanding because the Company or any Affiliate of the Company
holds such Note.


     Section 2.11   Treasury Notes.  In determining whether the Holders of
the required principal amount of Notes have concurred in any direction, waiver
or consent, Notes owned by the Company or any Affiliate of the Company shall be
considered as though they are not outstanding; provided, however, that for the
purposes of determining whether the Trustee shall be protected in relying on
any such direction, waiver or consent, only Notes that the Trustee knows are so
owned shall be so disregarded.  Notwithstanding the foregoing, Notes that the
Company or any Affiliate of the Company offers to purchase or acquires pursuant
to an exchange offer, tender offer or otherwise shall





                                      -33-
<PAGE>   39
not be deemed to be owned by the Company or any Affiliate of the Company until
legal title to such Notes passes to the Company or such Affiliate, as the case
may be.


     Section 2.12.  Temporary Notes.  Until definitive Notes are ready for
delivery, the Company may prepare and the Trustee on its behalf shall
authenticate temporary Notes.  Temporary Notes shall be substantially in the
form of definitive Notes but may have variations that the Company considers
appropriate for temporary Notes.  Without unreasonable delay, the Company shall
prepare and the Trustee on its behalf, upon receipt of a written order signed
by two Officers of the Company, shall authenticate definitive Notes in exchange
for temporary Notes.  Until such exchange, temporary Notes shall be entitled to
the same rights, benefits and privileges as definitive Notes.


     Section 2.13.  Cancellation.  Holders shall surrender Notes for
cancellation to the Trustee. The Company at any time may deliver Notes to the
Trustee for cancellation.  The Registrar, any co-registrar, the Paying Agent,
the Company and its Subsidiaries shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange, replacement,
payment (including all Notes called for redemption and all Notes accepted for
payment pursuant to an Offer) or cancellation, and the Trustee shall cancel all
such Notes and shall return all cancelled Notes to the Company.  The Company
may not issue new Notes to replace any Notes that have been cancelled by the
Trustee or that have been delivered to the Trustee for cancellation. If the
Company or any Affiliate of the Company acquires any Notes (other than by
redemption pursuant to Section 3.07 or an Offer pursuant to Section 4.15 or
4.16), such acquisition shall not operate as a redemption or satisfaction of
the Indebtedness represented by such Notes unless and until such Notes are
delivered to the Trustee for cancellation.


     Section 2.14.  Defaulted Interest.  If the Company defaults in a payment
of interest on the Notes, it shall pay the defaulted interest in any lawful
manner plus, to the extent lawful, interest payable on the defaulted interest,
to Holders on a subsequent special record date, in each case at the rate
provided in the Notes and Section 4.01.  The Company shall, with the Trustee's
consent, fix or cause to be fixed each such special record date and payment
date.  At least 15 days before the special record date, the Company (or, at the
request of the Company, the Trustee in the name of, and at the expense of, the
Company) shall mail a notice that states the special record date, the related
payment date and the amount of interest to be paid.


     Section 2.15.  Record Date.  The record date for purposes of determining
the identity of Holders of Notes entitled to vote or consent to any action by
vote or consent authorized or permitted under this Indenture shall be
determined as provided for in section 316(c) of the TIA.


     Section 2.16.  CUSIP and CINS Numbers.  A "CUSIP" or "CINS" number will
be printed on the Notes and the Trustee shall use CUSIP or CINS numbers, as the
case may be, in notices of redemption, purchase or exchange as a convenience to
Holders, provided that any such notice may state that no representation is made
as to the correctness or accuracy of such numbers printed in the notice or on
the Notes and that reliance may be placed only on the other identification
numbers





                                      -34-
<PAGE>   40
printed on the Notes.  The Company will promptly notify the Trustee of any
change in the CUSIP or CINS number, as the case may be.



                                   ARTICLE 3

                       Redemptions and Offers to Purchase


     Section 3.01.  Notices to Trustee.  If the Company elects to redeem
Notes pursuant to Section 3.07, it shall furnish to the Trustee, at least 45
but not more than 60 days before notice of any redemption is to be mailed to
Holders (or such shorter time as may be satisfactory to the Trustee), (x) an
Officers' Certificate stating (i) that the Company has elected to redeem Notes
pursuant to Section 3.07(a) or (b), as the case may be, (ii) the date notice of
redemption is to be mailed to Holders, (iii) the redemption date, (iv) the
aggregate principal amount of Notes to be redeemed, (v) the redemption price
for such Notes and, (vi) the amount, if any, of accrued and unpaid interest
(including Special Interest, if any) on such Notes as of the redemption date
and (y) in the case of any redemption pursuant to Section 3.07(b), an Opinion
of Counsel that the Company is entitled to redeem the Notes.  If the Trustee is
not the Registrar, the Company shall, concurrently with delivery of its notice
to the Trustee of a redemption, cause the Registrar to  deliver to the Trustee
a certificate (upon which the Trustee may rely) setting forth the name of, and
the aggregate principal amount of the Notes held by, each Holder.


     If the Company is required to offer to purchase Notes pursuant to Section
4.15 or 4.16, it shall furnish to the Trustee, at least two Business Days
before notice of the Offer is to be mailed to Holders, an Officers' Certificate
setting forth (i) that the Offer is being made pursuant to Section 4.15 or
4.16, as the case may be, (ii) the Purchase Date, (iii) the maximum principal
amount of Notes the Company is offering to purchase pursuant to the Offer, (iv)
the purchase price for such Notes and (v) the amount, if any, of accrued and
unpaid interest (including Special Interest, if any) on such Notes as of the
Purchase Date.


     The Company will also provide the Trustee with any additional information
that the Trustee reasonably requests in connection with any redemption or
Offer.


     Section 3.02.  Selection of Notes to Be Redeemed or Purchased.  If less
than all outstanding Notes are to be redeemed or if less than all Notes
tendered pursuant to an Offer are to be accepted for payment, the Trustee shall
select the outstanding Notes to be redeemed or accepted for payment on a pro
rata basis, by lot or by any other method that the Trustee deems fair and
appropriate.  If the Company elects to mail notice of a redemption to Holders,
the Trustee shall at least 15 days prior to the date notice of redemption is to
be mailed (i) select the Notes to be redeemed from Notes outstanding not
previously called for redemption in the manner specified by the Trustee and
(ii) notify the Company of the names of each Holder of Notes selected for
redemption, the principal amount of Notes held by each such Holder and the
principal amount of such Holder's Notes that are to be redeemed.  If less than
all Notes tendered pursuant to an Offer are to be accepted for payment, the
Trustee shall select on or prior to the Purchase Date for such Offer the Notes
to be accepted for payment.  The Trustee shall select for redemption or
purchase Notes or portions of Notes in principal





                                      -35-
<PAGE>   41
amounts at maturity of $1,000 or integral multiples thereof; except that if all
of the Notes of a Holder are selected for redemption or purchase, the aggregate
principal amount of the Notes held by such Holder, even if not an integral
multiple of $1,000, may be redeemed or purchased.  Except as provided in the
preceding sentence, provisions of this Indenture that apply to Notes called for
redemption or tendered pursuant to an Offer also apply to portions of Notes
called for redemption or tendered pursuant to an Offer.  The Trustee shall
notify the Company promptly of the Notes or portions of Notes to be called for
redemption or selected for purchase.


     Section 3.03.  Notice of Redemption.  (a) At least 30 days but not more
than 60 days before any redemption date the Company shall mail by first class
mail a notice of redemption to the Holders and the Trustee.  With respect to
any redemption of  Notes, the notice shall identify the Notes or portions
thereof to be redeemed, including CUSIP or CINS numbers, and shall state: (1)
the redemption date; (2) the redemption price for the Notes and the amount, if
any, of unpaid and accrued interest on such Notes as of the date of redemption
and the premium, if any, and Special Interest, if any, on the Notes as of the
date of redemption; (3) the section of this Indenture pursuant to which the
Notes called for redemption are being redeemed; (4) if any Note is being
redeemed in part, the portion of the principal amount of such Note to be
redeemed and that, after the redemption date, upon surrender of such Note, a
new Note or Notes in principal amount equal to the unredeemed portion will be
issued; (5) the name and address of the Paying Agent; (6) that Notes called for
redemption must be surrendered to the Paying Agent to collect the redemption
price for, and any accrued and unpaid interest (including Special Interest, if
any) on such Notes as of the date of redemption; (7) that, unless the Company
defaults in making such redemption payment, interest on Notes called for
redemption ceases to accrete or accrue, as the case may be, on, and after the
redemption date; and  (8) that no representation is made as to the correctness
or accuracy of the CUSIP or CINS number (as applicable) listed in such notice
and printed on the Notes.  If any of the Notes to be redeemed is in the form of
a Global Note, then the Company shall modify such notice to the extent
necessary to accord with the procedures of the Depositary applicable to
redemptions.


     (b)              At the request of the Company, the Trustee shall (at the
Company's expense and in the Company's name) give the notice of any redemption
to Holders; provided, however, that the Company shall deliver to the Trustee,
at least 45 days prior to the date of redemption and at least 15 days prior to
the date that notice of the redemption is to be mailed to Holders, an Officers'
Certificate that (i) requests the Trustee to give notice of the redemption to
Holders, (ii) sets forth the information to be provided to Holders in the
notice of redemption, as set forth in the preceding paragraph, and (iii) sets
forth the aggregate principal amount of Notes to be redeemed and the amount, if
any, of accrued and unpaid interest (including Special Interest, if any)
thereon as of the date of redemption. If the Trustee is not the Registrar, the
Company shall, concurrently with any such request, cause the Registrar to
deliver to the Trustee a certificate (upon which the Trustee may rely) setting
forth the name of, the address of, and the aggregate principal amount of Notes
held by, each Holder; provided further that any such Officers' Certificate may
be delivered to the Trustee on a date later than permitted under this Section
3.03(b) if such later date is acceptable to the Trustee.





                                      -36-
<PAGE>   42
     Section 3.04.  Effect of Notice of Redemption.  Once notice of
redemption is mailed, Notes called for redemption become due and payable on the
redemption date at the price set forth in the Note.


     Section 3.05.  Deposit of Redemption Price.  (a) Prior to  10:00 a.m.,
New York City time, on any redemption date, the Company shall deposit with the
Paying Agent money sufficient to pay the redemption price of, and the amount,
if any, of accrued interest and unpaid interest (including Special Interest, if
any) on all Notes to be redeemed in immediately available funds as of the date
of redemption.  After any redemption date, the Paying Agent shall promptly
return to the Company any money that the Company deposited with the Paying
Agent in excess of the amounts necessary to pay the redemption price of, and
any accrued interest (including Special Interest, if any) on all Notes to be
redeemed.


     (b)              If the Company complies with the preceding paragraph,
interest on the Notes to be redeemed will cease to accrue on such Notes on the
applicable redemption date, whether or not such Notes are presented for
payment.  If a Note is redeemed on an interest payment date, then any accrued
and unpaid interest shall be paid to the Person in whose name such Note was
registered at the close of business on the related interest record date, but,
in all other circumstances, such interest shall be paid to the Holder of such
Note.  If any Note called for redemption shall not be so paid upon surrender
for redemption because of the failure of the Company to comply with the
preceding paragraph, interest will be paid on the unpaid principal, premium, if
any, and unpaid interest (including Special Interest, if any) which has accrued
to the redemption date, from the redemption date until such amounts are paid,
at the rate of interest provided in the Notes and Section 4.01.


     Section 3.06   Notes Redeemed in Part.  Upon surrender of a Note that is
redeemed in part, the Company shall issue and the Trustee shall authenticate
for the Holder at the Company's expense a new Note equal in principal amount to
the unredeemed portion of the Note surrendered.





                                      -37-
<PAGE>   43
     Section 3.07   Redemption Provisions.  (a) The Notes will not be
redeemable at the Company's option prior to April 1, 2003 except as described
below, with the proceeds of an Equity Offering.  Thereafter, the Notes will be
subject to redemption at the option of the Company, in whole or in part, upon
not less than 30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest (including Special Interest, if any) thereon, if any, to the
applicable redemption date, if redeemed during the twelve-month period
beginning on April 1 of the years indicated below:


<TABLE>
<CAPTION>
                     YEAR                          PERCENTAGE
 -------------------------------------------       ----------
 <S>                                                <C>
 2003.......................................        104.313%
 2004.......................................        102.875%
 2005.......................................        101.438%
 2006 and thereafter........................        100.000%
</TABLE>


     (b)              In addition to the Company's right to redeem the Notes as
set forth in subsection (a), above, from time to time prior to April 1, 2001,
the Company may (but will not have the obligation to) redeem up to 35% of the
aggregate principal amount of the Notes outstanding on the Issue Date at a
redemption price of 108.625% of the principal amount thereof, in each case plus
accrued and unpaid interest (including Special Interest, if any)  thereon, if
any, to the redemption date, with the net cash proceeds of one or more Equity
Offerings; provided that at least $97.5 million of the aggregate principal
amount of the Notes remain outstanding immediately after the occurrence of any
such redemption; and provided, further that each such redemption will occur
within 60 days of the date of the closing of any such Equity Offering.


     Section 3.08.  Mandatory Offers.  (a) Within 30 days after any Change of
Control Trigger Date or Asset Sale Trigger Date, the Company shall mail to the
Trustee (who shall mail to each Holder at the Company's expense) a notice
stating: (1) that an Offer is being made pursuant to Section 4.15 or 4.16, as
the case may be, and describing the transaction or transactions that constitute
the change of control or Asset Sale, as the case may be, and the length of time
the Offer shall remain open and the maximum aggregate principal amount of Notes
that the Company is offering to purchase pursuant to such Offer; (2) the
purchase price for the Notes (as set forth in Section 4.15 or 4.16, as the case
may be), the amount (if any) of accrued and unpaid interest on such Notes as of
the Purchase Date, and the Purchase Date; (3) that any Note not accepted for
payment will continue to accrue interest; (4) that, unless the Company defaults
in making such payment, any Note accepted for payment pursuant to the Offer
will cease to accrue interest after the relevant Purchase Date; (5) that
Holders may tender all or any portion of the Notes registered in the name of
such Holder and that any portion of a Note tendered must be tendered in a
principal amount of $1,000 or an integral multiple thereof; (6) that Holders
electing to tender any Note or portion thereof will be required to surrender
their Note, with the form therein entitled "Option of Holder to Elect Purchase"
completed, or transfer by book-entry transfer, to the Company, a Depositary, if
appointed by the Company, or a Paying Agent at the address specified in the
notice at least three days prior to the Purchase Date; (7) that Holders will be
entitled to withdraw their election to tender Notes if the Company, the
Depositary or the Paying Agent, as the case may be, receives, not later than
the close of business on





                                      -38-
<PAGE>   44
the last day of the relevant Offer Period, a facsimile transmission or letter
setting forth the name of the Holder, the principal amount of Notes delivered
for purchase, and a statement that such Holder is withdrawing his election to
have such Note purchased; and (8) that Holders whose Notes are accepted for
payment in part will be issued new Notes equal in principal amount to the
unpurchased portion of Notes surrendered, provided that only Notes in a
principal amount of $1,000 or integral multiples thereof will be accepted for
payment in part.


     (b)              On the Purchase Date for any Offer, the Company will (i)
to the extent lawful, (x) in the case of an Offer resulting from a Change of
Control, accept for payment all Notes or portions thereof properly tendered
pursuant to such Offer and (y) in the case of an Offer resulting from one or
more Asset Sales, accept for payment, on a pro rata basis to the extent
necessary, the Payment Amount of Notes or portions thereof  pursuant to the Net
Proceeds Offer, or if less than the Payment Amount has been tendered, all Notes
tendered, and will deliver to the Trustee an Officers' Certificate stating that
such Notes or portions thereof were accepted for payment by the Company in
accordance with the terms of Sections 3.08 and 4.16, (ii) deposit with the
Paying Agent in immediately available funds the aggregate purchase price of all
Notes or portions thereof accepted for payment any accrued and unpaid interest
(including Special Interest, if any) on such Notes as of the Purchase Date, and
(iii) deliver, or cause to be delivered, to the Trustee all Notes or portions
thereof so accepted together with an Officers' Certificate setting forth the
name of each Holder that tendered Notes and the principal amount of the Notes,
as the case may be, or portions thereof tendered by each such Holder.


     (c)              With respect to any Offer, (i) if less than all of the
Notes tendered pursuant to an Offer are to be accepted for payment by the
Company for any reason, the Trustee shall select on or prior to the Purchase
Date the Notes or portions thereof to be accepted for payment pursuant to
Section 3.02, and (ii) if the Company deposits with the Paying Agent on the
Purchase Date an amount sufficient to purchase all Notes accepted for payment,
interest shall cease to accrue on such Notes on the Purchase Date; provided,
however, that if the Company fails to deposit an amount sufficient to purchase
all Notes accepted for payment, the deposited funds shall be used to purchase
on a pro rata basis all Notes accepted for payment and interest shall continue
to accrue, as the case may be, on all Notes not purchased.


     (d)              Promptly after consummation of an Offer, (i) the Paying
Agent shall mail to each Holder of Notes or portions thereof accepted for
payment an amount equal to the Change of Control Purchase Price or Offered
Price, as the case may be, (ii) with respect to any tendered Note not accepted
for payment in whole or in part, the Trustee shall return such Note to the
Holder thereof, and (iii) with respect to any Note accepted for payment in
part, the Company shall issue and the Trustee shall authenticate and mail to
each such Holder a new Note equal in principal amount to the unpurchased
portion of the tendered Note.


     (e)              The Company will (i) publicly announce the results of the
Offer to Holders on or as soon as practicable after the Purchase Date, and (ii)
comply with Rule 14e-1 under the Exchange Act and any other securities laws and
regulations to the extent such laws and regulations are applicable to any
Offer.





                                      -39-
<PAGE>   45
     (f)              If any of this Section 3.08, Section 4.15 or Section 4.16
conflict with duties imposed upon the Company or the Guarantors by virtue of
any applicable United States securities laws or regulations, the Company or
such Guarantor, as the case may be, shall comply with such securities laws or
regulations and will not be deemed to have breached its obligations under this
Indenture.



                                   ARTICLE 4

                                   Covenants


     Section 4.01   Payment of Notes.  Subject to the provisions of Article
10, the Company shall pay the principal of, and premium, if any, and interest
(including Special Interest, if any) on the Notes on the dates and in the
manner provided in the Notes.  Holders must surrender their Notes to the Paying
Agent to collect principal payments.  The Notes will be payable as to
principal, premium, if any, and interest (including Special Interest, if any)
at the office or agency of the Company maintained for such purpose within the
City and State of New York or, at the option of the Company, by wire transfer
of immediately available funds or, in the case of Certificated Notes or
Offshore Certificated Notes only, by mailing a check to the registered address
of the Holder.


     Principal, premium or interest (including Special Interest, if any) shall
be considered paid on the date due if, by 10:00 a.m., New York City time, on
such date, the Company has deposited with the Paying Agent money in immediately
available funds designated for and sufficient to pay such principal, premium or
interest (including Special Interest, if any); provided, however, that
principal, premium or interest (including Special Interest, if any) shall not
be considered paid within the meaning of this Section 4.01 if money intended to
pay such principal, premium or interest (including Special Interest, if any) is
held by the Paying Agent for the benefit of holders of Senior Indebtedness of
the Company pursuant to the provisions of Article 10.  The Paying Agent shall
return to the Company, no later than five days following the date of payment,
any money that exceeds the amount then due and payable on the Notes.


     Section 4.02.  Reports.  Whether or not required by the rules and
regulations of the Securities and Exchange Commission (the "COMMISSION"), so
long as any Notes are outstanding, the Company and the Subsidiary Guarantors
will file with the Commission, to the extent such filings are accepted by the
Commission, and will furnish (within 15 days after such filing) to the Trustee
and the Holders of Notes all quarterly and annual reports and other
information, documents and reports that would be required to be filed with the
Commission pursuant to Section 13 of the Exchange Act if the Company and the
Subsidiary Guarantors were required to file under such section.  In addition,
the Company and the Subsidiary Guarantors will make such information available
to prospective purchasers of the Notes, securities analysts and broker-dealers
who request it in writing.  The Company and the Guarantors have agreed that,
for so long as any Notes remain outstanding, they will furnish to the Holders
and beneficial Holders of Notes and to prospective purchasers of Notes
designated by the Holders and to broker dealers, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.





                                      -40-
<PAGE>   46
     Section 4.03.  Compliance Certificate.  The Company and each  Subsidiary
Guarantor shall deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company, beginning with the fiscal year ending December 31,
1998, an Officers' Certificate stating that (i) a review of the activities of
the Company and its Subsidiaries during the preceding fiscal year without
regard to any Grace Period has been made to determine whether the Company and
each Subsidiary Guarantor has kept, observed, performed and fulfilled all of
its obligations under this Indenture and the Notes, (ii) such review was
supervised by the Officers of the Company and each Subsidiary Guarantor signing
such certificate, and (iii) that to the best knowledge of each Officer signing
such certificate, (a) the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in
the performance or observance of any of the terms, provisions and conditions of
this Indenture (or, if a Default or Event of Default occurred, describing all
such Defaults or Events of Default of which each such Officer may have
knowledge and what action the Company and each Subsidiary Guarantor has taken
or proposes to take with respect thereto), and (b) no event has occurred and
remains in existence by reason of which payments on account of the principal
of, or premium, if any, or interest (including Special Interest, if any) on the
Notes are prohibited or if such event has occurred, a description of the event
and what action the Company and each Subsidiary Guarantor is taking or proposes
to take with respect thereto.


     The Company will, so long as any of the Notes are outstanding, deliver to
the Trustee, promptly after any Officer of the Company becomes aware of any
Default or Event of Default, an Officers' Certificate specifying such Default
or Event of Default and what action the Company is taking or proposes to take
with respect thereto.


     Section 4.04.  Stay, Extension and Usury Laws.  Each of the Company and
the Subsidiary Guarantors covenant (to the extent that they may lawfully do so)
that they will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law
wherever enacted, now or at any time hereafter in force, that might affect the
covenants or the performance of their obligations under this Indenture and
Notes; and each of the Company and the Guarantors (to the extent they may
lawfully do so) hereby expressly waive all benefit or advantage of any such
law, and covenant that they will not, by resort to any such law, hinder, delay
or impede the execution of any power granted to the Trustee pursuant to this
Indenture, but will suffer and permit the execution of every such power as
though no such law has been enacted.


     Section 4.05   Limitation on Restricted Payments.  The Company will not,
and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, make any Restricted Payment (except as permitted below) if at the
time of such Restricted Payment:


                      (i)    a Default or Event of Default shall have occurred
     and be continuing or shall occur as a consequence thereof;


                      (ii)   the Company would be unable to meet the Coverage
     Ratio Incurrence Condition; or





                                      -41-
<PAGE>   47

                      (iii)  the amount of such Restricted Payment, when added
     to the aggregate amount of all other Restricted Payments (except as
     expressly provided in the second following paragraph) made after the Issue
     Date, exceeds the sum of (A) 50% of the Company's Consolidated Net Income
     (taken as one accounting period) from the beginning of the first fiscal
     quarter commencing after the Issue Date to the end of the Company's most
     recently ended fiscal quarter for which financial statements are available
     at the time of such Restricted Payment (or, if such aggregate Consolidated
     Net Income shall be a deficit, minus 100% of such aggregate deficit) plus
     (B) the net cash proceeds from the issuance and sale (other than to a
     Subsidiary of the Company) after the Issue Date of (1) the Company's
     Capital Stock that is not Disqualified Capital Stock or (2) debt
     securities of the Company that have been converted into the Company's
     Capital Stock that is not Disqualified Capital Stock (and is not then held
     by a Subsidiary of the Company), plus (C) to the extent that any
     Restricted Investment that was made after the Issue Date is sold for cash
     or otherwise liquidated or repaid for cash, the lesser of (x) the cash
     return of capital with respect to such Restricted Investment (less the
     cost of disposition, if any) and (y) the initial amount of such Restricted
     Investment plus (D) the amount of Restricted Investment outstanding in an
     Unrestricted Subsidiary at the time such Unrestricted Subsidiary is
     designated a Restricted Subsidiary of the Company in accordance with the
     definition of "Unrestricted Subsidiary" plus (E) $5.0 million.


     The foregoing provisions will not prohibit (1) the payment of any dividend
by the Company or any Restricted Subsidiary within 60 days after the date of
declaration thereof, if at said date of declaration such payment would have
complied with the provisions of this Indenture; (2) the redemption, repurchase,
retirement or other acquisition of any Capital Stock of the Company in exchange
for, or out of the proceeds of, the substantially concurrent sale (other than
to a Subsidiary of the Company) of other Capital Stock of the Company (other
than any Disqualified Capital Stock); (3) the defeasance, redemption,
repurchase or other retirement of Subordinated Indebtedness in exchange for, or
out of the proceeds of, the substantially concurrent issue and sale of Capital
Stock of the Company (other than (x) Disqualified Capital Stock, (y) Capital
Stock sold to a Subsidiary of the Company and (z) Capital Stock purchased with
the proceeds of loans from the Company or any of its Subsidiaries); (4) the
making of a Related Business Investment in joint ventures or Unrestricted
Subsidiaries out of the proceeds of the substantially concurrent issue and sale
of Capital Stock  of the Company (other than (x) Disqualified Capital Stock,
(y) Capital Stock sold to a Subsidiary of the Company and (z) Capital Stock
purchased with the proceeds of loans from the Company or any of its
Subsidiaries); (5) the repurchase, redemption or other acquisition or
retirement for value of any Capital Stock held by any member of the Company's
management pursuant to any management equity subscription agreement, employment
agreement, stock option agreement or other compensation agreement in an amount
not to exceed $500,000 in the aggregate in any fiscal year of the Company; or
(6) Restricted Investments the amount of which, together with the amount of all
other Restricted Investments made pursuant to this clause (6) after the Issue
Date, does not exceed $20.0 million, provided that, in the case of clause (6),
no Default or Event of Default shall have occurred and be continuing or occur
as a consequence of the actions or payments set forth therein.





                                      -42-
<PAGE>   48
     Each Restricted Payment permitted pursuant to clause (1) of the preceding
paragraph shall be included once in calculating whether the conditions of
clause (iii) of the second preceding paragraph have been met with respect to
any subsequent Restricted Payments.  For purposes of determining compliance
with this Section 4.05, in the event that a transaction meets the criteria of
more than one of the types of Restricted Payments described in the clauses of
the immediately preceding paragraph or of the clauses of the definition of
"Restricted Payment," the Company, in its sole discretion, shall classify such
transaction and only be required to include the amount and type of such
transaction in one of such clauses.  If an issuance of Capital Stock of the
Company is applied to make a Restricted Payment pursuant to clause (2), (3) or
(4) above, then, in calculating whether the conditions of clause (iii) of the
second preceding paragraph have been met with respect to any subsequent
Restricted Payments, the proceeds of any such issuance shall be included under
such clause (iii) only to the extent such proceeds are not applied as so
described in this sentence.  In addition, Restricted Investments made pursuant
to clause (6) of the preceding paragraph shall not be treated as a Restricted
Payment or Restricted Investment for purposes of calculating whether the
conditions of clause (iii) of the second preceding paragraph have been met with
respect to any subsequent Restricted Payments.


     Not later than the date of making any Restricted Payment, the Company
shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.05 were computed, which calculations
shall be based upon the Company's latest available financial statements,
provided that the Company shall not be required to deliver individually such an
Officers' Certificate with respect to Restricted Payments that are otherwise
permitted under this Section 4.05 by Kuukpik/Pool Arctic Alaska, an Alaskan
partnership ("KPAA"), and are made in the ordinary course of business; and
thereafter, shall deliver the basis upon which the calculations required by
this Section 4.05 were computed with respect to KPAA permitted Restricted
Payments in the next  required Officers' Certificate pursuant to this
paragraph.


     Section 4.06     Corporate Existence.  Subject to Article 5, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and the corporate, partnership or
other existence of each of its Subsidiaries in accordance with the respective
organizational documents of each of its Subsidiaries and the rights (charter
and statutory), licenses and franchises of the Company and each of its
Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any Subsidiary, if the Board of Directors of the Company
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and its Subsidiaries taken as a whole,
and that the loss thereof is not adverse in any material respect to the
Holders.


     Section 4.07.    Limitations on Additional Indebtedness.  The Company will
not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, incur any Indebtedness (including without limitation Acquired
Indebtedness), provided that the Company and its Restricted Subsidiaries may
incur Permitted Indebtedness and may incur additional Indebtedness if, after
giving





                                      -43-
<PAGE>   49
effect thereto, the Company's Consolidated Interest Coverage Ratio on the date
thereof would be at least 2.5 to 1, determined on a pro forma basis as if the
incurrence of such additional Indebtedness, and the application of the net
proceeds therefrom, had occurred at the beginning of the four-quarter period
used to calculate the Company's Consolidated Interest Coverage Ratio.


     Section 4.08.    Limitation on the Issuance of Capital Stock of Restricted
Subsidiaries.   The Company will not permit any Restricted Subsidiary, directly
or indirectly, to issue or sell any shares of its Capital Stock (including
options, warrants or other rights to purchase shares of such Capital Stock)
except (i) to the Company or a Wholly-Owned Restricted Subsidiary, (ii) if,
immediately after giving effect to such issuance or sale, such Restricted
Subsidiary would no longer constitute a Restricted Subsidiary or (iii) to the
extent such shares represent directors' qualifying shares or shares required by
applicable law to be held by a Person other than the Company or a Wholly-Owned
Restricted Subsidiary.  The proceeds of any sale of Capital Stock permitted
hereunder and referred to in clauses (ii) and (iii) above will be treated as
Net Available Proceeds and must be applied in a manner consistent with the
provisions of Section 4.16.


     Section 4.09.    Limitations on Layering Debt.  The Company will not, and
will not permit any Subsidiary Guarantor to, incur any Indebtedness that is
subordinate or junior in right of payment to any Senior Indebtedness of the
Company or such Subsidiary Guarantor unless such Indebtedness by its terms is
pari passu with, or subordinated to, the Notes or the Note  Guarantee of such
Subsidiary Guarantor, as the case may be.


     Section 4.10.    Limitation on Transactions with Affiliates.  The Company
will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly, in one transaction or a series of related transactions, sell,
lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from or enter into any contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (each of the foregoing, an "AFFILIATE TRANSACTION"), unless (i) such
Affiliate Transaction is on terms that are no less favorable to the Company or
the relevant Restricted Subsidiary than those that would have been obtained in
a comparable transaction by the Company or such Restricted Subsidiary with an
unrelated Person and (ii) the Company delivers to the Trustee (a) with respect
to any Affiliate Transaction (or series of related transactions) involving
aggregate payments in excess of $5.0 million, an Officers' Certificate
certifying that such Affiliate Transaction complies with clause (i) above and a
Board Resolution that has been adopted by a vote of a majority of the
Independent Directors approving such Affiliate Transaction or, if at the time
fewer than three Independent Directors are then in office, a Board Resolution
that has been adopted unanimously by the Company's Board of Directors and (b)
with respect to any Affiliate Transaction (or series of related transactions)
involving aggregate payments of $15.0 million or more, the certificates
described in the preceding clause (a) and an opinion as to the fairness to the
Company or such Subsidiary from a financial point of view issued by an
Independent Financial Advisor; provided, however, that the following shall not
be deemed to be Affiliate Transactions:  (i) transactions exclusively between
or among (1) the Company and one or more Restricted Subsidiaries or (2)
Restricted Subsidiaries, provided, in each case, that no Affiliate of the
Company (other than another Restricted Subsidiary) owns Capital Stock of any
such





                                      -44-
<PAGE>   50
Restricted Subsidiary; (ii) transactions between the Company or any Restricted
Subsidiary and any qualified employee stock ownership plan established for the
benefit of the Company's employees, or the establishment or maintenance of any
such plan; (iii) reasonable director, officer and employee compensation and
other benefits, and indemnification arrangements approved by a majority of the
Independent Directors on the Board of Directors; (iv) transactions permitted
under Section 4.05; (v) the pledge of Capital Stock of Unrestricted
Subsidiaries to support the Indebtedness thereof; (vi) transactions between the
Company and any Restricted Subsidiary and KPAA, so long as no direct or
indirect holder of an equity interest in KPAA (other than the Company or a
Restricted Subsidiary) is an Affiliate of the Company or a Restricted
Subsidiary and provided that at the time of such transaction the Company and
its Restricted Subsidiary have no less economic benefit in KPAA than the
Company and its Restricted Subsidiaries had as of the Issue Date; (vii)
transactions between the Company or any Restricted Subsidiary and any Affiliate
of the Company or such Restricted Subsidiary that is a joint venture, provided
that  no direct or indirect holder of an equity interest in such joint venture
(other than the Company or a Restricted Subsidiary) is an Affiliate of the
Company or such Restricted Subsidiary; and (viii) sale of inventory in the
ordinary course of business from the Company or any Restricted Subsidiary to
any Affiliate of the Company.


     Section 4.11.    Limitations on Liens.  The Company shall not, and shall
not permit any Restricted Subsidiary to, directly or indirectly, incur or
permit to exist any Lien of any nature whatsoever on any property of the
Company or any Restricted Subsidiary (including Capital Stock of a Restricted
Subsidiary), whether owned at the Issue Date or thereafter acquired, which
secures Indebtedness that is not Senior Indebtedness, except Permitted Liens,
unless contemporaneously therewith effective provision is made to secure the
Notes or its Note Guarantee, as the case may be, equally and ratably with (or
if such Lien secures Subordinated Indebtedness, prior to) such Indebtedness.


     Section 4.12.    Taxes.  The Company shall, and shall cause each of its
Subsidiaries to, pay prior to delinquency all taxes, assessments and
governmental levies the failure of which to pay could reasonably be expected to
result in a material adverse effect on the condition (financial or otherwise),
business or results of operations of the Company and its Subsidiaries taken as
a whole, except for those taxes contested in good faith by appropriate
proceedings.


     Section 4.13.    Limitations on Restrictions on Distributions from
Restricted Subsidiaries.  The Company will not, and will not permit any of its
Restricted Subsidiaries to, create or otherwise cause or suffer to exist or
become effective any consensual Payment Restriction with respect to any of its
Restricted Subsidiaries, except for (a) any such Payment Restriction in effect
on the Issue Date under the Credit Agreement or any similar Payment Restriction
under any similar credit facility, or any amendment, restatement, renewal,
replacement or refinancing of any of the foregoing, provided that such similar
Payment Restrictions are not, taken as a whole, materially more restrictive
than the Payment Restrictions in effect on the Issue Date under the Credit
Agreement, (b) any such Payment Restriction in effect on the Issue Date
consisting of customary net worth or leverage tests in effect on the Issue Date
under any credit facility of any Foreign Subsidiary, or any amendment,
restatement, renewal, replacement or refinancing of any of the foregoing
(including for purposes of this clause





                                      -45-
<PAGE>   51
(b), any increase in the principal amount available thereunder) (a "REPLACEMENT
FACILITY"), provided that any such Payment Restrictions in any such Replacement
Facility are not, taken as a whole, materially more restrictive than the
Payment Restrictions in effect on the Issue Date under the facility amended,
restated, renewed, replaced or refinanced, (c) any such Payment Restriction
under any agreement evidencing any Acquired Indebtedness that was permitted to
be incurred pursuant to this Indenture in effect at the time of such incurrence
and not created in contemplation of such event, provided that such Payment
Restriction is not extended to apply to any of the assets of the entities not
previously subject thereto, (d) any such Payment Restriction arising in
connection with Refinancing Indebtedness, provided that any such Payment
Restrictions that arise under such Refinancing Indebtedness are not, taken as a
whole, materially more restrictive than those under the agreement creating or
evidencing the Indebtedness being refunded or refinanced and (e) any such
restriction by reason of customary provisions restricting assignments,
subletting or other transfers contained in leases, licenses and similar
agreements entered into in the ordinary course of business.


     Section 4.14.    [Intentionally Omitted.]


     Section 4.15.    Change of Control.  (a) Upon the occurrence of a Change
of Control (the "CHANGE OF CONTROL TRIGGER DATE"), each Holder of Notes may
require the Company to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of such Holder's Notes pursuant to the offer
described below at an offer price in cash equal to 101% of the aggregate
principal amount of the Notes thereof plus accrued and unpaid interest
(including Special Interest, if any), if any, to the date of repurchase (the
"CHANGE OF CONTROL PURCHASE PRICE").


     (b)              Within 30 days following any Change of Control, the
Company will mail to the Trustee (who shall mail to each Holder at the
Company's expense) a notice (i) describing the transaction or transactions that
constitute the Change of Control, (ii) offering to repurchase, pursuant to the
procedures required by Section 3.08 of this Indenture and described in such
notice (a "CHANGE OF CONTROL OFFER"), on a date specified in such notice (which
shall be a Business Day not earlier than 30 days or later than 60 days from the
date such notice is mailed) and for the Change of Control Purchase Price, all
Notes properly tendered by such Holder pursuant to such offer to purchase for
the Change of Control Purchase Price and (iii) describing the procedures that
Holders must follow to accept the Change of Control Offer.


     (c)              The Change of Control Offer will remain open for a period
of at least 20 Business Days following its commencement (the "CHANGE OF CONTROL
OFFER PERIOD").  No later than five Business Days after the termination of the
Change of Control Offer Period (the "CHANGE OF CONTROL PURCHASE DATE"), the
Company will purchase all Notes tendered in response to the Change of Control
Offer.  Payment for any Notes so purchased will be made in the same manner as
interest payments are made.


     (d)              Prior to complying with the provisions of this Section
4.15, but in any event within 30 days following a Change of Control, the
Company will either repay all outstanding Senior Indebtedness or obtain the
requisite consents, if any, under all agreements governing outstanding





                                      -46-
<PAGE>   52
Senior Indebtedness to permit the repurchase of Notes required by this
covenant.  The Company's  obligation to make a Change of Control Offer will be
satisfied if a third party makes the Change of Control Offer in the manner and
at the times and otherwise in compliance with the requirements applicable to a
Change of Control Offer made by the Company and purchases all Notes properly
tendered and not withdrawn under such Change of Control Offer.


     (e)              The Company will comply with the applicable tender offer
rules, including the requirements of Rule 14e-1 under the Exchange Act and any
other applicable laws and regulations in connection with the purchase of Notes
pursuant to a Change of Control Offer.


     Section 4.16.    Limitations on Asset Sales.  (a) The Company will not,
and will not permit any of its Restricted Subsidiaries to, consummate any Asset
Sale unless (i) the Company or such Restricted Subsidiary receives
consideration at the time of such Asset Sale at least equal to the Fair Market
Value of the assets included in such Asset Sale (evidenced by the delivery by
the Company to the Trustee of an Officers' Certificate certifying that such
Asset Sale complies with this clause (i)), (ii) immediately before and
immediately giving effect to such Asset Sale, no Default or Event of Default
shall have occurred and be continuing, and (iii) at least 75% of the
consideration received by the Company or such Restricted Subsidiary therefor is
in the form of cash paid at the closing thereof.  The amount (without
duplication) of any (x) Indebtedness (other than Subordinated Indebtedness) of
the Company or such Restricted Subsidiary that is expressly assumed by the
transferee in such Asset Sale and with respect to which the Company or such
Restricted Subsidiary, as the case may be, is unconditionally released by the
holder of such Indebtedness, and (y) any Cash Equivalents, or other notes,
securities or items of property received from such transferee that are promptly
(but in any event within 30 days) converted by the Company or such Restricted
Subsidiary to cash (to the extent of the cash actually so received), shall be
deemed to be cash for purposes of clause (ii) and, in the case of clause (x)
above, shall also be deemed to constitute a repayment of, and a permanent
reduction in, the amount of such Indebtedness for purposes of the following
paragraph (b).  If at any time any non-cash consideration received by the
Company or any Restricted Subsidiary of the Company, as the case may be, in
connection with any Asset Sale is converted into or sold or otherwise disposed
of for cash (other than interest received with respect to any such non-cash
consideration), then the date of such conversion or disposition shall be deemed
to constitute the date of an Asset Sale hereunder and the Net Available
Proceeds thereof shall be applied in accordance with this Section 4.16.  A
transfer of assets by the Company to a Restricted Subsidiary or by a Restricted
Subsidiary to the Company or to a Restricted Subsidiary will not be deemed to
be an Asset Sale and a transfer of assets that constitutes a Restricted
Investment and that is permitted under Section 4.05 will not be deemed to be an
Asset Sale.


     (b)              If the Company or any Restricted Subsidiary engages in an
Asset Sale, the Company or any Restricted Subsidiary shall, no later than 270
days after such Asset Sale, either (i) apply all or any of the Net Available
Proceeds therefrom to repay amounts outstanding under the Credit Agreement or
any other Senior Indebtedness; provided, in each case, that the related loan
commitment (if any) is thereby permanently reduced by the amount of such
Indebtedness so repaid and/or (ii) invest all or any part of the Net Available
Proceeds thereof in the purchase of fixed assets





                                      -47-
<PAGE>   53
to be used by the Company and its Restricted Subsidiaries in a Related Business
(together with any short-term assets incidental thereto), or the making of a
Related Business Investment.  The amount of such Net Available Proceeds not
applied or invested as provided in this paragraph will constitute "EXCESS
PROCEEDS."


     (c)              When the aggregate amount of Excess Proceeds equals or
exceed $10.0 million (such date, the "ASSET SALE TRIGGER DATE"), the Company
will be required to make an offer to purchase, from all Holders of the Notes,
an aggregate principal amount of Notes equal to the amount of such Excess
Proceeds as follows:


                      (i)    The Company will make an offer to purchase (a "NET
     PROCEEDS OFFER") from all Holders of the Notes, in accordance with the
     procedures set forth in Section 3.08, the maximum principal amount
     (expressed as a multiple of $1,000) of Notes that may be purchased out of
     the amount (the "PAYMENT AMOUNT") of such Excess Proceeds.


                      (ii)   The offer price for the Notes will be payable in
     cash in an amount equal to 100% of the principal amount of the Notes
     tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid
     interest and Special Interest, if any, to the date such Net Proceeds Offer
     is consummated (the "OFFERED PRICE"), in accordance with the procedures
     set forth in this Indenture.  To the extent that the aggregate Offered
     Price of Notes tendered pursuant to a Net Proceeds Offer is less than the
     Payment Amount relating thereto (such shortfall constituting a "NET
     PROCEEDS DEFICIENCY"), the Company may use such Net Proceeds Deficiency,
     or a portion thereof, for general corporate purposes, subject to the
     limitations in Section 4.05.


                      (iii)  If the aggregate Offered Price of Notes validly
     tendered and not withdrawn by Holders thereof exceeds the Payment Amount,
     Notes to be purchased will be selected on a pro rata basis (with such
     adjustments as may be deemed appropriate by the Company so that only Notes
     in denominations of $1,000, or integral multiples thereof, will be
     purchased).  The Net Proceeds Offer shall remain open for a period of at
     least 20 Business Days following its commencement (the "NET PROCEEDS OFFER
     PERIOD").  No later than five Business Days after the termination of the
     Offer Period (the "NET PROCEEDS PURCHASE DATE"), the Company will purchase
     the principal amount of Notes required to be  purchased pursuant to this
     covenant.  Payment for any Notes so purchased will be made in the same
     manner as interest payments are made.


                      (iv)   Upon completion of such Net Proceeds Offer in
     accordance with the foregoing provisions, the amount of Excess Proceeds
     with respect to which such Net Proceeds Offer was made shall be deemed to
     be zero.


     The Company will not permit any Subsidiary to enter into or suffer to
exist any agreement that would place any restriction of any kind (other than
pursuant to law or regulation) on the ability of the Company to make a Net
Proceeds Offer following any Asset Sale.  The Company will comply with Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder,





                                      -48-
<PAGE>   54
if applicable, in the event that an Asset Sale occurs and the Company is
required to purchase Notes as described above.


     Section 4.17.    Additional Note Guarantees.  If the Company or any of its
Subsidiaries shall acquire or create another Subsidiary (other than (x) any
Foreign Subsidiary or (y) a Subsidiary that has been designated as an
Unrestricted Subsidiary), then within 10 days after acquiring or creating such
Subsidiary, the Company will cause each such Subsidiary to execute and deliver
to the Trustee a supplement to this Indenture, substantially in the form of
Exhibit C hereto, as a Subsidiary Guarantor.


                                   ARTICLE 5

                                   Successors


     Section 5.01.    Limitations on Mergers and Certain Other Transactions.
The Company will not, in a single transaction or a series of related
transactions, (i) consolidate or merge with or into (other than a merger with a
Wholly-Owned Restricted Subsidiary solely for the purpose of changing the
Company's jurisdiction of incorporation to another State of the United States),
or sell, lease, transfer, convey or otherwise dispose of or assign all or
substantially all of the assets of the Company or the Company and its
Subsidiaries (taken as a whole), or assign any of its obligations under the
Notes and this Indenture, to any Person or (ii) adopt a Plan of Liquidation
unless, in either case:  (v) the Person formed by or surviving such
consolidation or merger (if other than the Company) or to which such sale,
lease, conveyance or other disposition or assignment shall be made (or, in the
case of a Plan of Liquidation, any Person to which assets are transferred)
(collectively, the "SUCCESSOR"), is a corporation organized and existing under
the laws of any State of the United States of America or the District of
Columbia, and the Successor assumes by supplemental indenture in a form
satisfactory to the Trustee all of the obligations of the Company under the
Notes and this Indenture; (w) immediately prior to and immediately after giving
effect to such transaction and the assumption of the obligations as set forth
in clause (v) above  and the incurrence of any Indebtedness to be incurred in
connection therewith, no Default or Event of Default shall have occurred and be
continuing; (x) immediately after and giving effect to such transaction and the
assumption of the obligations set forth in clause (v) above and the incurrence
of any Indebtedness to be incurred in connection therewith, and the use of any
net proceeds therefrom on a pro forma basis, (1) the Consolidated Net Worth of
the Company or the Successor, as the case may be, would be at least equal to
the Consolidated Net Worth of the Company immediately prior to such transaction
and (2) the Company or the Successor, as the case may be, could meet the
Coverage Ratio Incurrence Condition; (y) each Subsidiary Guarantor, unless it
is the other party to the transactions described above, shall have confirmed,
by a supplemental indenture in form and substance reasonably satisfactory to
the Trustee, that its Note Guarantee shall apply to the obligations of the
Company or the Successor under the Notes and this Indenture; and (z) the
Company will have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer
and such supplemental indenture (if any) comply with the provisions of this
Section 5.01.  For purposes of this covenant, any Indebtedness of the Successor
which was not





                                      -49-
<PAGE>   55
Indebtedness of the Company immediately prior to the transaction shall be
deemed to have been incurred in connection with such transaction.



                                   ARTICLE 6

                             Defaults and Remedies


     Section 6.01.  Events of Default.  (a) Each of the following constitutes
an event of default (an "EVENT OF DEFAULT"):


                      (i)    failure by the Company to pay interest on any of
     the Notes when it becomes due and payable and the continuance of any such
     failure for 30 days;


                      (ii)   failure by the Company to pay the principal or
     premium, if any, on any of the Notes when it becomes due and payable,
     whether at stated maturity, upon redemption, upon acceleration or
     otherwise;


                      (iii)  failure by the Company to comply with any of its
     agreements or covenants described above under Article 5, or in respect of
     its obligations to make a Change of Control Offer or a Net Proceeds Offer
     described in Sections 4.15 and 4.16, respectively;


                      (iv)   failure by the Company to comply with any other
     covenant in this Indenture and continuance of such failure for 60 days
     after notice of such failure has been given to the Company by the Trustee
     or to the Company and the Trustee by the Holders of at least 25% of the
     aggregate principal amount of the Notes then outstanding;


                      (v)    failure by either the Company or any of its
     Restricted Subsidiaries to make any payment when due after the expiration
     of any applicable grace period, in respect of any Indebtedness of the
     Company or any of such Restricted Subsidiaries, or the acceleration of the
     maturity of such Indebtedness by the holders thereof because of a default,
     with an aggregate outstanding principal amount for all such Indebtedness
     under this clause (v) of $10.0 million or more;


                      (vi)   one or more final, non-appealable judgments or
     orders that exceed $10.0 million in the aggregate for the payment of money
     have been entered by a court or courts of competent jurisdiction against
     the Company or any Subsidiary of the Company and such judgment or
     judgments have not been satisfied, stayed, annulled or rescinded within 60
     days of being entered;


                      (vii)  except as permitted by this Indenture, any Note
     Guarantee ceases to be in full force and effect or any Guarantor
     repudiates its obligations under any Note Guarantee; and


                      (viii) if under any Bankruptcy Law, (A) the Company, or
     any Significant Subsidiary commences a voluntary case, consents to the
     entry of an order for relief against it in an





                                      -50-
<PAGE>   56
     involuntary case, consents to the appointment of a Custodian of it or for
     all or substantially all of its property, or makes a general assignment
     for the benefit of its creditors, or (B) a court of competent jurisdiction
     enters an order or decree, and such order or decree remains unstated and
     in effect for 60 days, that is for relief against the Company or any
     Significant Subsidiary in an involuntary case, appoints a Custodian of the
     Company or any Significant Subsidiary or for all or substantially all of
     the property of the Company or any Significant Subsidiary, or orders the
     liquidation of the Company or any Significant Subsidiary.


     (b)              Any notice of default delivered to the Company by the
Trustee or by Holders of Notes with a copy to the Trustee must specify the
Default, demand that it be remedied and state that the notice is a "NOTICE OF
DEFAULT".


     Section 6.02.    Acceleration.  (a) If an Event of Default (other than an
Event of Default under Section 6.01(a)(viii) involving the Company) occurs and
is continuing under this Indenture, the Trustee, by written notice to the
Company, or the Holders of at least 25% in aggregate principal amount of the
Notes then outstanding by written notice to the Company and the Trustee may
declare all amounts owing under the Notes to be due and payable immediately.
Upon such declaration of acceleration, the aggregate principal of, premium, if
any, and interest on the outstanding Notes shall immediately become due and
payable.


     (b)              Notwithstanding anything to the contrary in this
Indenture, if an Event of Default arises under Section 6.01(a)(viii) involving
the Company, the principal amount of and premium on, if any, and any accrued
and unpaid interest (including Special Interest, if any) on all outstanding
Notes shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holders.


     (c)              The Holders of a majority in aggregate principal amount
of the then outstanding Notes by notice to the Trustee may rescind any
declaration of acceleration of such Notes and its consequences if (i) the
rescission would not conflict with any judgment or decree, (ii) all existing
Defaults and Events of Default (other than the nonpayment of principal of, or
premium, if any, or interest on, the Notes which shall have become due by such
declaration) shall have been cured or waived and (iii) the Trustee has been
paid all amounts due to it pursuant to Section 7.07.


     Section 6.03.    Other Remedies.  If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of, or premium, if any, or interest (including Special Interest,
if any) on, the Notes or to enforce the performance of any provision of the
Notes or this Indenture.  The Trustee may maintain a proceeding even if it does
not possess any of the Notes or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law.





                                      -51-
<PAGE>   57

     Section 6.04.    Waiver of Past Defaults.  The Holders of a majority in
aggregate principal amount of the then outstanding Notes by notice to the
Trustee may on behalf of all Holders waive any existing Default or Event of
Default and its consequences under this Indenture, except a continuing Default
or Event of Default in the payment of the principal of, premium, if any, or
interest (including Special Interest, if any) on, any Note (which may only be
waived with the consent of each Holder affected).  Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured for every purpose of this Indenture; provided that
no such waiver shall extend to any subsequent or other Default or Event of
Default or impair any right consequent thereon.


     Section 6.05.    Control by Majority of Holders.  Subject to Section
7.01(e), the Holders of a majority in aggregate principal amount of the then
outstanding Notes may 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 it by this Indenture.  However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture, that the
Trustee determines may be unduly prejudicial to the rights of other Holders, or
would involve the Trustee in personal  liability.  The Trustee may take any
other action deemed proper by the Trustee that is not inconsistent with such
direction.  Notwithstanding any provision to the contrary in this Indenture,
the Trustee shall not be obligated to take any action with respect to the
provisions of Section 6.12 hereof unless directed to do so pursuant to this
Section 6.05.


     Section 6.06.    Limitations on Suits by Holders.  A Holder may pursue a
remedy with respect to this Indenture or the Notes only if:  (1) the Holder
gives to the Trustee written notice of a continuing Event of Default; (2) the
Holders of at least 25% in principal amount of the then outstanding Notes make
a written request to the Trustee to pursue the remedy; (3) such Holder or
Holders offer to the Trustee indemnity satisfactory to the Trustee against any
loss, liability or expense; (4) the Trustee does not comply with the request
within 60 days after receipt of the request and the offer of indemnity; and (5)
during such 60-day period the Holders of a majority in aggregate principal
amount of the then outstanding Notes do not give the Trustee a direction
inconsistent with the request.  A Holder may not use this Indenture to
prejudice the rights of another Holder or to obtain a preference or priority
over another Holder.  Holders of the Notes may not enforce this Indenture or
the Notes, except as provided herein.


     Section 6.07.    Rights of Holders to Receive Payment.  Notwithstanding
any other provision of this Indenture, but subject to Article 10, the right of
any Holder to receive payment of principal of, and premium, if any, and
interest (including Special Interest, if any) on, a Note, on or after a
respective due date expressed in the Note, or to bring suit for the enforcement
of any such payment on or after such respective date, shall not be impaired or
affected without the consent of the Holder.


     Section 6.08.    Collection Suit by Trustee.  If an Event of Default
specified in Section 6.01(a)(i) or (a)(ii) occurs and is continuing, the
Trustee is authorized to recover judgment in its own name and as trustee of an
express trust against the Company (or any Guarantor or other obligor under the
Notes) for (i) principal, premium, if any, interest, if any, and Special
Interest, if any, remaining





                                      -52-
<PAGE>   58
unpaid on the Notes, (ii) interest on overdue principal and premium, if any,
and, to the extent lawful, interest, and (iii) such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel ("TRUSTEE EXPENSES").


     Section 6.09.    Trustee May File Proofs of Claim.  The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable to have the claims of the Trustee (including any claim for Trustee
Expenses and for amounts due under Section 7.07) and the Holders allowed in any
Insolvency or Liquidation Proceeding or other judicial proceeding relative to
the Company (or any Subsidiary Guarantor or other  obligor upon the Notes), its
creditors or its property and shall be entitled and empowered to collect,
receive and distribute to Holders any money or other property payable or
deliverable on any such claims and each Holder authorizes any Custodian in any
such Insolvency or Liquidation Proceeding or other judicial proceeding to make
such payments to the Trustee, and if the Trustee shall consent to the making of
such payments directly to the Holders any such Custodian is hereby authorized
to make such payments directly to the Holders, and to pay to the Trustee any
amount due to it hereunder for Trustee Expenses, and any other amounts due the
Trustee or any predecessor Trustee under Section 7.07; provided, however, that
the Trustee shall not be authorized to (i) consent to, accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder or (ii) vote in
respect of the claim of any Holder in any such Insolvency or Liquidation
Proceeding or other judicial proceeding.  To the extent that the payment of any
such Trustee Expenses, and any other amounts due the Trustee under Section 7.07
out of the estate in any such proceeding, shall be denied for any reason,
payment of the same shall be secured by a Lien on, and shall be paid out of,
any and all distributions, dividends, money, Notes and other properties which
the Holders may be entitled to receive in such proceeding, whether in
liquidation or under any plan of reorganization or arrangement or otherwise.

     Section 6.10.    Priorities.  If the Trustee collects any money pursuant
to this Article 6, it shall pay out the money in the following order:


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


     Second:          to the holders of Senior Indebtedness to the extent
                      required by Article 10;


     Third:           to Holders for amounts due and unpaid on the Notes for
                      principal, premium, if any, interest, Special Interest,
                      if any, ratably, without preference or priority of any
                      kind, according to the amounts due and payable on the
                      Notes for principal, premium, if any, interest and
                      Special Interest, if any, respectively; and


     Fourth:          to the Company or to such party as a court of competent
                      jurisdiction shall direct.





                                      -53-
<PAGE>   59
     The Trustee may fix a record date and payment date for any payment to
Holders.


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


     Section 6.12.    Willful Default.  In the case of an Event of Default
occurring by reason of any willful action (or inaction) taken (or not taken) by
or on behalf of the Company with the intention of avoiding payment of the
premium that the Company would have had to pay if the Company then had elected
to redeem the Notes under the provisions of Article 3 and under the Notes, an
equivalent premium shall also become and be immediately due and payable, to the
extent permitted by law, upon the acceleration of the Notes.  If an Event of
Default occurs prior to April 1, 2003 by reason of any willful action (or
inaction) taken (or not taken) by or on behalf of the Company with the
intention of avoiding the prohibition on redemption of the Notes prior to April
1, 2003, then, upon acceleration of the Notes, an additional premium shall also
become and be immediately due and payable, to the extent permitted by law, in
an amount equal to 10.0%.




                                   ARTICLE 7

                                    Trustee


     Section 7.01.    Duties of Trustee.  (a) If an Event of Default occurs
(and has not been cured) the Trustee shall (i) exercise the rights and powers
vested in it by this Indenture, and (ii) use the same degree of care and skill
in exercising such rights and powers as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs.


     (b)              Except during the continuance of an Event of Default:
(i) the Trustee's duties shall be determined solely by the express provisions
of this Indenture and the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and (ii) in the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture.  However, the Trustee shall
examine the certificates and opinions to determine whether they conform to this
Indenture's requirements.


     (c)              The Trustee shall not be relieved from liability for its
own negligent action, its own negligent failure to act, or its own wilful
misconduct, except that:  (i) this Section 7.01(c) does not limit the effect of
Section 7.01(b); (ii) the Trustee  shall not be liable for any error of
judgment made





                                      -54-
<PAGE>   60
in good faith by a Trust Officer, unless it is proved that the Trustee was
negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not
be liable with respect to any action it takes or omits to take in good faith in
accordance with a direction it receives pursuant to Section 6.05.


     (d)              Every provision of this Indenture that in any way relates
to the Trustee shall be subject to paragraphs (a), (b) and (c) of this Section.


     (e)              No provision of this Indenture shall require the Trustee
to expend or risk its own funds or incur any liability.  The Trustee shall be
under no obligation to exercise any of its rights and powers or to perform any
duty under this Indenture at the request of any Holders, including, without
limitation, the provisions of Section 6.05 hereof, unless such Holders shall
have offered to the Trustee security and indemnity satisfactory to it against
any loss, liability or expense that might be incurred by it in complying with
such request.


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


     Section 7.02.    Rights of Trustee.  (a) The Trustee may rely on any
document it believes to be genuine and to have been signed or presented by the
proper Person.  The Trustee need not investigate any fact or matter stated in
any such document.


     (b)              Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel, or both.  The
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on such Officers' Certificate or Opinion of Counsel.  The
Trustee may consult with counsel and 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 under this Indenture in good faith
and in reliance on such advice or opinion.


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


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


     (e)              Unless otherwise specifically provided in this Indenture,
any demand, request, direction or notice from the Company shall be sufficient
if signed by an Officer of the Company.


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





                                      -55-
<PAGE>   61
     (g)              The Trustee shall not be charged with knowledge of any
Default or Event of Default with respect to the Notes unless either (1) a Trust
Officer shall have actual knowledge of such Default or Event of Default or (2)
written notice of such Default or Event of Default shall have been given to the
Trustee by the Company or any other obligor on the Notes or by any Holder of
the Notes.


     Section 7.03.    Individual Rights of Trustee.  The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or any of its Affiliates with the same
rights it would have if it were not Trustee.  The Trustee shall at all times
comply with Section 310(b) of the TIA as in effect from time to time.  Each
Agent shall have the same rights as the Trustee under this Section 7.03.


     Section 7.04.    Trustee's Disclaimer.  The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture, the Notes or any Note Guarantee; it shall not be accountable
for the Company's use of the proceeds from the Notes, and it shall not be
responsible for any statement or recital in this Indenture or any statement in
the Notes or any other document executed in connection with the sale of the
Notes or pursuant to this Indenture other than its certificate of
authentication.


     Section 7.05.    Notice to Holders of Defaults and Events of Default.  If
a Default or Event of Default occurs and is continuing and if it is known to
the Trustee, the Trustee shall mail to the Holders a notice of the Default or
Event of Default within 30 days after the occurrence thereof. Except in the
case of a Default or Event of Default in payment of principal or interest or
Special Interest, if any, on any Note (including any failure to redeem Notes
called for redemption or any failure to purchase Notes that are tendered
pursuant to an Offer and that are required to be purchased by the terms of this
Indenture), the Trustee may withhold the notice if and so long as a committee
of its Trust Officers determines in good faith that withholding such notice is
in the Holders' interests.


     Section 7.06.    Reports by Trustee to Holders.  Within 60 days after each
May 15 beginning with May 15, 1998, the Trustee shall mail to the Holders a
brief report dated as of such reporting date that complies with section 313(a)
of the TIA (but if no event described in section 313(a) of the TIA has occurred
within the twelve months preceding the reporting date, no report  need be
transmitted).  The Trustee also shall comply with section 313(b)(2) of the TIA.
The Trustee shall also transmit by mail all reports as required by section
313(c) of the TIA.


     Commencing at the time this Indenture is qualified under the TIA, a copy
of each report at the time of its mailing to Holders shall be filed with the
SEC and each stock exchange on which the Notes are listed.  The Company shall
notify the Trustee when the Notes are listed on any stock exchange.


     Section 7.07.    Compensation and Indemnity.  The Company shall pay to the
Trustee from time to time such compensation for its services hereunder as the
parties shall agree to from time to time.  The Trustee's compensation shall not
be limited by any law on compensation of a trustee of





                                      -56-
<PAGE>   62
an express trust.  The Company shall reimburse the Trustee upon request for all
reasonable disbursements, advances and expenses it incurs or makes in addition
to the compensation for its services.  Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.


     The Company shall indemnify the Trustee for, from and against any and all
losses, liabilities or expenses the Trustee Incurs arising out of or in
connection with the acceptance or administration of its duties under this
Indenture (including any expenses Incurred in connection with the performance
of its duties under Section 6.08), except as set forth below.  The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity;
provided, however, that failure by the Trustee to provide the Company with any
such notice shall not relieve the Company of any of its obligations under this
Section 7.07 except to the extent that the Company has been prejudiced by such
failure.  The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld.


     The Company's obligations under this Section 7.07 shall survive the
resignation or removal of the Trustee and the satisfaction and discharge of
this Indenture.  The Company need not reimburse any expense or indemnify
against any loss or liability the Trustee Incurs through the Trustee's
negligence or bad faith.


     To secure payment of the Company's obligations under this Section 7.07,
the Trustee shall have a Lien prior to the Notes on all money or property the
Trustee holds or collects, except that held in trust to pay principal of, and
premium, if any, interest and Special Interest, if any, on, particular Notes.
Such Lien shall survive the satisfaction and discharge of this Indenture.


     When the Trustee Incurs expenses or renders services after an Event of
Default specified in Section 6.01(a)(viii) occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute administrative expenses under any
Bankruptcy Law  without any need to demonstrate substantial contribution under
Bankruptcy Law.


     Section 7.08.    Replacement of Trustee.  A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee's acceptance of appointment as provided in this Section
7.08.


     The Trustee may resign and be discharged from the trust hereby created by
so notifying the Company in writing.  The Holders of a majority in aggregate
principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:  (i) the Trustee fails to comply with Section 7.10; (ii) the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law; (iii) a Custodian
or public officer takes charge of the Trustee or its property or (iv) the
Trustee becomes incapable of performing the services of the Trustee hereunder.





                                      -57-
<PAGE>   63
     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee, provided that within one year after such appointment the Holders of a
majority in aggregate principal amount of the then outstanding Notes may
appoint a successor Trustee to replace any successor Trustee appointed by the
Company.  If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or
the Holders of at least 10% in principal amount of the then outstanding Notes
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.


     If the Trustee fails to comply with Section 7.10, any Holder may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.


     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company.  Thereupon, the resignation or
removal of the retiring Trustee shall become effective and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall mail a notice of its appointment to
Holders.  The retiring Trustee shall promptly transfer all property it holds as
Trustee to the successor Trustee, subject to its rights under Section 7.07 and
provided that all sums owing to the retiring Trustee hereunder have been paid.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Company's obligations under Section 7.07 shall continue for the retiring
Trustee's benefit with respect to expenses and liabilities relating to the
retiring Trustee's activities prior to being replaced.


     Section 7.09.    Successor Trustee by Merger, Etc.  If the Trustee
consolidates, merges or converts into, or transfers all  or substantially all
of its corporate trust business to, another corporation, subject to Section
7.10, the successor corporation without any further act shall be the successor
Trustee.  As soon as practicable, the successor Trustee shall give notice of
its succession to the Company and the Holders of the Notes.


     Section 7.10.    Eligibility; Disqualification.  The Trustee shall at all
times (i) be a corporation organized and doing business under the laws of the
United States of America, of any state thereof, or the District of Columbia
authorized under such laws to exercise corporate trustee power, (ii) be subject
to supervision or examination by federal or state authority, (iii) have a
combined capital and surplus of at least $50 million as set forth in its most
recent published annual report of condition, and (iv) satisfy the requirements
of sections 310(a)(1), (2) and (5) and 310(b) of the TIA.


     Section 7.11.    Preferential Collection of Claims Against Company.  The
Trustee is subject to section 311(a) of the TIA, excluding any creditor
relationship listed in section 311(b) of the TIA. A Trustee who has resigned or
been removed shall be subject to section 311(a) of the TIA to the extent
indicated therein.





                                      -58-
<PAGE>   64


                                   ARTICLE 8

                             Discharge of Indenture


     Section 8.01.    Discharge of Liability on Notes; Defeasance.  (a) Subject
to Sections 8.01(c) and 8.06, this Indenture shall cease to be of any further
effect after (i) either the Company has delivered to the Trustee all
outstanding Notes (other than Notes replaced pursuant to Section 2.09) for
cancellation or all outstanding Notes have become due and payable and the
Company has irrevocably deposited with the Trustee or a Paying Agent money
and/or Government Securities in an amount sufficient (without reinvestment
thereof) to pay when due all principal of, premium, if any, and interest and
Special Interest, if any, on, all outstanding Notes (other than Notes replaced
pursuant to Section 2.09), and (ii) the Company pays all other sums payable
under this Indenture.


     (b)              Subject to Sections 8.01(c), 8.02, and 8.06, the Company
at any time may terminate all its obligations under this Indenture and the
Notes ("LEGAL DEFEASANCE"), or its obligations under Sections 4.02, 4.03, 4.05,
4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and 5.01
("COVENANT DEFEASANCE").  The Company may exercise Legal defeasance
notwithstanding its prior exercise of Covenant Defeasance.

     If the Company exercises Legal Defeasance, payment of the Notes may not be
accelerated because of an Event of Default.  If the Company exercises Covenant
Defeasance, payment of the Notes may not be accelerated because of an Event of
Default specified in 6.01 (a)(iii), (iv), (v), (vi), (vii) or (viii).


     Upon satisfaction of the conditions set forth in Section 8.02 and upon the
Company's request (and at the Company's expense), the Trustee shall acknowledge
in writing the discharge of those obligations that the Company has terminated.
Upon discharge of the Company's obligations as a result of the exercise by the
Company of its Covenant Defeasance the obligations of the Guarantors under the
Note Guarantees and under this Indenture shall terminate.


     (c)              Notwithstanding Sections 8.01(a) and (b), the Company's
obligations under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 4.01,
4.04, 7.07, 7.08, 8.04, 8.05, and 8.06, and the obligations of the Trustee and
the Paying Agent under Section 8.04 shall survive until the Notes have been
paid in full.  Thereafter, the Company's obligations under Sections 7.07 and
8.05 and the obligations of the Company, Trustee and Paying Agent under Section
8.04 shall survive.


     Section 8.02.    Conditions to Defeasance.  The Company may exercise
either Legal Defeasance or Covenant Defeasance only if:


                      (i)    the Company irrevocably deposits with the Trustee,
     in trust, for the benefit of the Holders of the Notes, cash in U.S.
     dollars, non-callable Government Securities, or a combination thereof, in
     such amounts as will be sufficient, (x) in the opinion of a nationally
     recognized firm of independent public accountants, to pay the principal
     of, premium, if any, and interest and Special Interest, if any, on the
     outstanding Notes on the stated maturity or





                                      -59-
<PAGE>   65
     the date such payments are due in accordance with the terms of the Notes
     or on the applicable, redemption date, as the case may be, and (y) in the
     opinion of the Company as stated in an Officers' Certificate, to pay the
     Trustee Expenses.  In addition, the Company specifies whether the Notes
     are being defeased to maturity or to a particular redemption date,


                      (ii)   in the case of Legal Defeasance, the Company shall
     have delivered to the Trustee (1) an Opinion of Counsel reasonably
     acceptable to the Trustee confirming that (x) the Company has received
     from, or there has been published by, the Internal Revenue Service a
     ruling or (y) since the date of this Indenture, there has been a change in
     the applicable federal income tax law, in either case to the effect that,
     and based thereon such Opinion of Counsel will confirm that, the Holders
     of the outstanding Notes will not recognize income, gain or loss for
     federal income tax purposes as a result of such Legal Defeasance and will
     be subject to federal income tax on the same amounts, in the same manner
     and at the same times as would have been the case if such Legal Defeasance
     had not occurred, (2) an Opinion of Counsel to the effect that (x) the
     deposit of the trust funds does not violate the Investment Company Act of
     1940 and (y) the trust funds will not be subject to the effect of Section
     547 of the United States Bankruptcy Code or Section 15 of the  New York
     Debtor and Creditor Law in a case commenced by or against the Company
     under either such statute,


                      (iii)  in the case of Covenant Defeasance, the Company
     shall have delivered to the (1) Trustee an Opinion of Counsel in the
     United States reasonably acceptable to the Trustee confirming that the
     Holders of the outstanding Notes will not recognize income, gain or loss
     for federal income tax purposes as a result of such Covenant Defeasance
     and will be subject to federal income tax on the same amounts, in the same
     manner at the same times as would have been the case if such Covenant
     Defeasance had not occurred, (2) an Opinion of Counsel to the effect that
     (x) the deposit of the trust funds does not violate the Investment Company
     Act of 1940 and (y) the trust funds will not be subject to the effect of
     Section 547 of the United States Bankruptcy Code or Section 15 of the New
     York Debtor and Creditor Law in a case commenced by or against the Company
     under either such statute,


                      (iv)   no Default or Event of Default shall have occurred
     and be continuing on the date of such deposit (other than a Default or
     Event of Default resulting from the borrowing of funds to be applied to
     such deposit) or insofar as Events of Default from bankruptcy or
     insolvency events are concerned, at any time in the period ending on the
     123rd day after the date of deposit,


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





                                      -60-
<PAGE>   66
                      (vi)   the Company shall have delivered to the Trustee an
     Officers' Certificate stating that the deposit was not made by the Company
     with the intent of preferring the Holders of Notes over the other
     creditors of the Company with the intent of defeating, hindering, delaying
     or defrauding creditors of the Company or others and


                      (vii)  the Company shall have delivered to the Trustee an
     Officers' Certificate and an Opinion of Counsel, each stating that all
     conditions precedent relating to the Legal Defeasance or the Covenant
     Defeasance have been complied with.


     Section 8.03.    Application of Trust Money.  The Trustee or Paying Agent
shall hold in trust money and/or Government Securities deposited with it
pursuant to this Article 8.  The Trustee or Paying Agent shall apply the
deposited money and the money from Government Securities in accordance with
this Indenture to the payment of principal of, and premium, if any, interest or
Special Interest, if any, on, the Notes.  Money  deposited with the Trustee or
a Paying Agent pursuant to this Article 8 shall not be subject to the
provisions of Article 10.


     Section 8.04.    Repayment to Company.  After the Notes have been paid in
full, the Trustee and the Paying Agent shall promptly turn over to the Company
any excess money or Notes held by them.


     Any money deposited with the Trustee or a Paying Agent pursuant to this
Article 8 for the payment of the principal of, premium, if any, interest or
Special Interest, if any, on, any Note that remains unclaimed for two years
after becoming due and payable shall be paid to the Company on its request; and
the Holder of such Note 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 money shall 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 The
New York Times and The Wall Street Journal (National Edition), 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 notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.


     Section 8.05.    Indemnity for Government Securities.  The Company shall
pay and shall indemnify the Trustee and any Paying Agent against any tax, fee
or other charge imposed on or assessed against cash and/or Government
Securities deposited with it pursuant to this Article 8 or the principal and
interest received on such cash and/or Government Securities.


     Section 8.06.    Reinstatement.  If the Trustee or Paying Agent is unable
to apply any money or Government Securities in accordance with this Article 8
by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company's Obligations under this Indenture and the Notes
and the Guarantors' Obligations under the Note Guarantees shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 8 until
such time as the Trustee or Paying





                                      -61-
<PAGE>   67
Agent is permitted to apply all such money or Government Securities in
accordance with this Article 8; provided, however, that if the Company or any
Guarantor has made any payment of principal of, or premium, if any, interest,
or Special Interest, if any, on, any Notes because of the reinstatement of its
Obligations under this Indenture and the Notes or the Note Guarantees, the
Company or such Guarantor, as the case may be, shall be subrogated to the
Holders' rights to receive such payment from the money or Government Securities
held by the Trustee or Paying Agent.




                                   ARTICLE 9

                                   Amendments


     Section 9.01.    Amendments and Supplements Permitted without Consent of
Holders.   Notwithstanding Section 9.02, the Company, the Guarantors and the
Trustee may amend or supplement this Indenture or the Notes without the consent
of any Holder to:  (i) cure any ambiguity, defect or inconsistency; (ii)
provide for uncertificated Notes in addition to or in place of Certificated
Notes; (iii) provide for the assumption of the obligations to the Holders of
the Company or a Guarantor, as the case may be, in the event of a merger or
consolidation; (iv) make any change that (1) would provide any additional
rights or benefits to Holders or (2) does not adversely affect the legal rights
under this Indenture of any Holder; (v) comply with Section 4.17 or Article 11;
(vi) secure the Notes pursuant to the requirements of Section 4.11; or (vii)
comply with the requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA.


     Section 9.02.    Amendments and Supplements Requiring Consent of Holders.
(a) Except as otherwise provided in Sections 9.01, this Indenture and the Notes
may be amended or supplemented with the written consent of the Holders of at
least a majority in aggregate principal amount of the Notes then outstanding
(including consents obtained in connection with a tender offer or exchange
offer for the Notes), and any existing Default or Event of Default or
compliance with any provision of this Indenture or the Notes may be waived
(other than any continuing Default or Event of Default in the payment of the
principal of, premium, if any, or interest on the Notes) with the consent of
Holders of at least a majority in aggregate principal amount of the then
outstanding Notes (including consents obtained in connection with a tender
offer or exchange offer for the Notes); provided that:


                      (i)    no such modification or amendment may, without the
     consent of the Holders of at least 75% in aggregate principal amount of
     Notes then outstanding, amend or modify the obligations of the Company
     under Section 4.15 (or the definitions related thereto) that could
     adversely affect the rights of any holder of the Notes; and


                      (ii)   without the consent of each Holder affected, the
     Company and the Trustee may not: (w) extend the maturity of any Note; (x)
     affect the terms of any scheduled payment of interest on or principal of
     the Notes (including without limitation any redemption provisions); (y)
     take any action that would subordinate the Notes or the Note Guarantees to
     any other Indebtedness of the Company or any of Guarantors, respectively
     (except as provided in Article 10), or otherwise affect the ranking of the
     Notes or the Note Guarantees;





                                      -62-
<PAGE>   68
     or (z) reduce the percentage of Holders necessary to consent to an
     amendment, supplement or waiver to this Indenture.


     (b)              It shall not be necessary for the consent of the  Holders
under this Section 9.02 to approve the particular form of any proposed
amendment, supplement or waiver, but it shall be sufficient if such consent
approves the substance thereof.  After an amendment, supplement or waiver under
this Section becomes effective, the Company shall mail to each Holder affected
thereby a notice briefly describing the amendment, supplement or waiver.  Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver.


     Section 9.03.    Compliance with TIA.  Every amendment or supplement to
this Indenture or the Notes shall be set forth in an amended supplemental
indenture that complies with the TIA as then in effect.


     Section 9.04.    Revocation and Effect of Consents.  (a) Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder
of a Note is a continuing consent by the Holder and every subsequent Holder of
a Note or portion of a Note that evidences the same Indebtedness as the
consenting Holder's Note, even if notation of the consent is not made on any
Note.  However, any such Holder or subsequent Holder may revoke the consent as
to his or her Note or portion of a Note if the Trustee receives the notice of
revocation before the date on which the Trustee receives an Officers'
Certificate certifying that the Holders of the requisite principal amount of
Notes have consented to the amendment, supplement or waiver.


     (b)              The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders of Notes entitled to
consent to any amendment or waiver.  If a record date is fixed, then
notwithstanding the provisions of the immediately preceding paragraph, those
Persons who were Holders of Notes at such record date (or their duly designated
proxies), and only those Persons, shall be entitled to consent to such
amendment or waiver or to revoke any consent previously given, whether or not
such Persons continue to be Holders of Notes after such record date. No consent
shall be valid or effective for more than 90 days after such record date unless
consents from Holders of the principal amount of Notes required hereunder for
such amendment or waiver to be effective shall have also been given and not
revoked within such 90-day period.


     (c)              After an amendment, supplement or waiver becomes
effective, it shall bind every Holder, unless it is of the type described in
clause (ii) of Section 9.02(a), in which case the amendment, supplement or
waiver shall only bind each Holder that consented to it and every subsequent
holder of a Note that evidences the same debt as the consenting Holder's Note.


     Section 9.05.    Notation or Exchange of Notes.  The Trustee may place an
appropriate notation about an amendment, supplement or waiver on any Note
thereafter authenticated.  The Company in exchange for all Notes may issue and
the Trustee shall authenticate New Notes that





                                      -63-
<PAGE>   69
reflect the amendment, supplement or waiver.  Failure to make the appropriate
notation or issue a New Note shall not affect the validity and effect of such
amendment, supplement or waiver.


     Section 9.06.    Trustee Protected.  Upon the Company's request, after
receipt by the Trustee of a resolution of the Board of Directors of the Company
authorizing the execution of any amended or supplemental indenture described in
Section 9.02, the Trustee shall join with the Company and the Guarantors in the
execution of any amended or supplemental indenture authorized or permitted by
the terms of this Indenture, but the Trustee shall not be obligated to enter
into an amended or supplemental indenture that adversely affects its own
rights, duties or immunities under this Indenture or otherwise.  In signing
such amended or supplemental indenture, the Trustee shall be entitled to
receive and, subject to Section 7.01, shall be fully protected in relying upon,
an Officers' Certificate and Opinion of Counsel pursuant to Sections 12.04 and
12.05 as conclusive evidence that such amended or supplemental indenture is
authorized or permitted by this Indenture, that it is not inconsistent
herewith, and that it will be valid and binding upon the Company and the
Guarantors in accordance with its terms.



                                   ARTICLE 10

                                 Subordination


     Section 10.01.   Agreement to Subordinate.  The Company and each Guarantor
agrees, and each Holder by accepting a Note agrees, that the payment by the
Company of principal of, and premium, if any, and interest (including Special
Interest, if any) on the Notes, and by each Guarantor of such amounts under its
Note Guarantee (collectively, the "NOTE INDEBTEDNESS"), are subordinated to the
prior payment in full in cash when due of the principal of, and premium, if
any, and accrued and unpaid interest on and all other amounts owing in respect
of, all existing and future Senior Indebtedness of the Company and of each
Guarantor, as the case may be.


     Section 10.02.   Liquidation; Dissolution; Bankruptcy.  (a) Upon any
payment or distribution to creditors of the Company or any Guarantor of the
assets of the Company or such Guarantor of any kind or character in a total or
partial liquidation or dissolution of the Company or such Guarantor or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or any Guarantor, whether voluntary or involuntary
(including any assignment for the benefit of creditors and proceedings for
marshaling of assets and liabilities of the Company or such Guarantor) (a
"INSOLVENCY OR LIQUIDATION PROCEEDING"), the holders of all Senior Indebtedness
of the Company or any Guarantor then outstanding will be entitled to payment in
full in cash (including interest accruing subsequent to the filing of petition
of bankruptcy or insolvency at the rate specified in the document relating to
the applicable Senior Indebtedness, whether or not such interest is an allowed
claim enforceable against the Company or such Guarantor under applicable law)
before the Holders of Notes are entitled to receive any payment (other than
payments made from a trust previously established pursuant to provisions
described in Section 8.02) on or with respect to the Note Indebtedness and
until all such Senior Indebtedness receives payment in full in cash, any
distribution to which the Holders of Notes would be entitled will be made to
holders of such Senior Indebtedness.





                                      -64-
<PAGE>   70

     (b)              Notwithstanding anything to the contrary in Section
10.02, Holders of Notes may continue to receive payments from the trust
established pursuant to Article 8.


     Section 10.03.   No Payment on Notes in Certain Circumstances.  (a) Upon
the occurrence of any default in the payment of any principal of or interest on
or other amounts due on any Designated Senior Indebtedness of the Company or
any Guarantor (a "PAYMENT DEFAULT"), no payment of any kind or character shall
be made by the Company or such Guarantor (or by any other Person on its or
their behalf) with respect to the Note Indebtedness unless and until (i) such
Payment Default shall have been cured or waived in accordance with the
instruments governing such Indebtedness or shall have ceased to exist, (ii)
such Designated Senior Indebtedness has been discharged or paid in full in cash
in accordance with the instruments governing such Indebtedness or (iii) the
benefits of this sentence have been waived by the holders of such Designated
Senior Indebtedness or their representative, including, if applicable, the
Agents, immediately after which the Company or any Guarantor, as the case may
be, must resume making any and all required payments, including missed
payments, in respect of its obligations under the Notes.


     (b)              Upon (i) the occurrence and continuance of an event of
default (other than a Payment Default) relating to Designated Senior
Indebtedness, as such event of default is defined therein or in the instrument
or agreement under which it is outstanding, which event of default, pursuant to
the instruments governing such Designated Senior Indebtedness, entitles the
holders (or a specified portion of the holders) of such Designated Senior
Indebtedness or their designated representative to immediately accelerate
without further notice (except such notice as may be required to effect such
acceleration) the maturity of such Designated Senior Indebtedness (whether or
not such acceleration has actually occurred) (a "NON-PAYMENT DEFAULT") and (ii)
the receipt by the Trustee and the Company or any Guarantor from the trustee or
other representative of holders of such Designated Senior Indebtedness of
written notice (a "PAYMENT BLOCKAGE NOTICE") of such occurrence, no payment is
permitted to be made by the Company or any Guarantor (or by any other Person on
its or their behalf) in respect of the Note Indebtedness for a period (a
"PAYMENT BLOCKAGE PERIOD") commencing on the date of receipt by the Trustee of
such notice and ending on the earliest to occur of the following events
(subject to any blockage of payments that may then be in effect due to a
Payment Default on Designated  Senior Indebtedness):  (w) such Non-payment
Default has been cured or waived or has ceased to exist; (x) a
179-consecutive-day period commencing on the date such written notice is
received by the Trustee has elapsed; (y) such Payment Blockage Period has been
terminated by written notice to the Trustee from the trustee or other
representative of holders of such Designated Senior Indebtedness, whether or
not such Non-payment Default has been cured or waived or has ceased to exist;
and (z) such Designated Senior Indebtedness has been discharged or paid in full
in cash, immediately after which, in the case of clause (w), (x), (y) or (z),
the Company or any Guarantor, as the case may be, must resume making any and
all required payments, including missed payments, in respect of its obligations
under the Notes.  Notwithstanding the foregoing, (A) not more than one Payment
Blockage Period may be commenced in any period of 360 consecutive days and (B)
no default or event of default with respect to the Designated Senior
Indebtedness of the Company or any Guarantor that was the subject of a Payment
Blockage Notice which existed or was continuing on the date of the giving of
any Payment Blockage Notice shall be





                                      -65-
<PAGE>   71
or serve as the basis for the giving of a subsequent Payment Blockage Notice
whether or not within a period of 360 consecutive days unless such default or
event of default shall have been cured or waived for a period of at least 90
consecutive days after such date.  Notwithstanding anything in this Indenture
to the contrary, there must be 180 consecutive days in any 360-day period in
which no Payment Blockage Period is in effect.


     (c)              Notwithstanding the foregoing, Holders of Notes may
receive and retain Permitted Junior Securities and payment from the money or
the proceeds held in any defeasance trust described under Article 8, and no
such receipt or retention will be contractually subordinated in right of
payment to any Senior Indebtedness or subject to the restrictions described in
this Article 10.


     Section 10.04.   Acceleration of Notes.  If payment of the Notes is
accelerated because of an Event of Default, the Company shall promptly notify
the Credit Facility Agent and each holder of the Senior Indebtedness of the
Company or any Guarantor of the acceleration.


     Section 10.05.   When Distributions Must Be Paid Over.  In the event that
any payment or distribution of assets of the Company or any Guarantor, whether
in cash, property or securities, shall be received by the Trustee or the
Holders of Notes at a time when such payment or distribution is prohibited by
this Article 10, such payment or distribution shall be segregated from other
funds or assets and held in trust for the benefit of the holders of Senior
Indebtedness of the Company or such Guarantor, as the case may be, and shall be
paid or delivered by the Trustee or such Holders, as the case may be, to the
holders of the Senior Indebtedness of the Company or such Guarantor, as the
case may be, remaining unpaid or unprovided for or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any of such Senior Indebtedness of the Company
or such Guarantor, as the case may be, may have been issued, ratably according
to the aggregate amounts remaining unpaid on account of the Senior Indebtedness
of the Company or such Guarantor, as the case may be, held or represented by
each, for application to the payment of all Senior Indebtedness of the Company
or such Guarantor, as the case may be, remaining unpaid, to the extent
necessary to pay or to provide for the payment in full in cash of all such
Senior Indebtedness after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness.


     With respect to the holders of Senior Indebtedness of the Company or any
Guarantor, the Trustee undertakes to perform only such obligations on its part
as are specifically set forth in this Article 10, and no implied covenants or
obligations with respect to any holders of the Senior Indebtedness of the
Company or any Guarantor shall be read into this Indenture against the Trustee.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of the
Senior Indebtedness of the Company or any Guarantor and shall not be liable to
any holders of such Senior Indebtedness if the Trustee shall pay over or
distribute to, or on behalf of, Holders or the Company or any other Person,
money or assets to which any holders of such Senior Indebtedness are entitled
pursuant to this Article 10, except if such payment is made at a time when a
Trust Officer has knowledge that the terms of this Article 10 prohibit such
payment.





                                      -66-
<PAGE>   72

     Section 10.06.   Notice.  Neither the Trustee nor the Paying Agent shall
at any time be charged with the knowledge of the existence of any facts that
would prohibit the making of any payment to or by the Trustee or Paying Agent
under this Article 10, unless and until the Trustee or Paying Agent shall have
received written notice thereof from the Company or such Guarantor or one or
more holders of the Senior Indebtedness of the Company or such Guarantor, as
the case may be, or a Representative of any holders of such Senior
Indebtedness; and, prior to the receipt of any such written notice, the Trustee
or Paying Agent shall be entitled to assume conclusively that no such facts
exist.  The Trustee shall be entitled to rely on the delivery to it of written
notice by a Person representing itself to be a holder of the Senior
Indebtedness of the Company or such Guarantor (or a Representative thereof) to
establish that such notice has been given.


     The Company shall promptly notify the Trustee and the Paying Agent in
writing of any facts it knows that would cause a payment of principal of, or
premium, if any, or interest (including Special Interest, if any) on, the Notes
or any other Obligation in respect of the Notes to violate this Article 10, but
failure to give such notice shall not affect the subordination of the Notes to
the Senior Indebtedness of the Company or any Guarantor provided in this
Article 10 or the rights of holders of such Senior Indebtedness under this
Article 10.


     Section 10.07.   Subrogation.  After all Senior Indebtedness of the
Company or any Guarantor has been paid in full in cash and until the Notes are
paid in full, Holders shall be subrogated (equally and ratably with all other
Indebtedness pari-passu with the Notes) to the rights of holders of such Senior
Indebtedness to receive distributions applicable to such Senior Indebtedness to
the extent that distributions otherwise payable to the Holders have been
applied to the payment of such Senior Indebtedness.  A distribution made under
this Article 1 to holders of the Senior Indebtedness of the Company or any
Guarantor that otherwise would have been made to Holders is not, as between the
Company or such Guarantor, as the case may be, and Holders, a payment by the
Company or such Guarantor, as the case may be, on its Senior Indebtedness.


     Section 10.08.   Relative Rights.  This Article 10 defines the relative
rights of Holders and holders of the Senior Indebtedness of the Company or any
Guarantor.  Nothing in this Indenture shall:  (1) impair, as between the
Company or a Guarantor, as the case may be, and Holders, the Obligations of the
Company or any Guarantor, which are absolute and unconditional, to pay
principal of, and premium, if any, and interest (including Special Interest, if
any) on the Notes in accordance with their terms; (2) affect the relative
rights of Holders and the creditors of the Company or any Guarantor other than
their rights in relation to holders of the Senior Indebtedness of the Company
or any Guarantor; or (3) prevent the Trustee or any Holder from exercising its
available remedies upon a Default or Event of Default, subject to the rights of
holders of the Senior Indebtedness of the Company or any Guarantor to receive
distributions and payments otherwise payable to Holders.


     Nothing contained in this Article 10 or elsewhere in this Indenture or in
any Note is intended to or shall impair, as between the Company, any Guarantor
and the Holders, the Obligations of the Company and the Guarantors, which are
absolute and unconditional, to pay to the Holders the principal of, and
premium, if any, and interest (including Special Interest, if any) on the Notes
as and





                                      -67-
<PAGE>   73
when the same shall become due and payable in accordance with their terms, or
is intended to or shall affect the relative rights of the Holders and creditors
of the Company and the Guarantors other than the holders of the Senior
Indebtedness of the Company or any Guarantor, nor shall anything herein or
therein prevent the Trustee or any Holder from exercising all remedies
otherwise permitted by applicable law upon Default under this Indenture,
subject to the rights, if any, under this Article 10 of the holders of such
Senior Indebtedness.


     The failure to make a payment on account of principal of, or interest on
the Notes by reason of any provision of this Article 10 shall not be construed
as preventing the occurrence of an Event of Default under Section 6.01.

     Section 10.09.   The Company, Guarantors and Holders May Not Impair
Subordination. (a) No right of any holder of the Senior Indebtedness of the
Company or any Guarantor to enforce the subordination as provided in this
Article 10 shall at any time or in any way be prejudiced or impaired by any act
or failure to act by the Company or any Guarantor or by any noncompliance by
the Company or any Guarantor with the terms, provisions and covenants of this
Indenture or the Notes or any other agreement regardless of any knowledge
thereof with which any such holder may have or be otherwise charged.


     (b)              Without in any way limiting Section 10.09(a), the holders
of any Senior Indebtedness of the Company or any Guarantor may, at any time and
from time to time to the extent not otherwise prohibited by this Indenture,
without the consent of or notice to any Holders, without incurring any
liabilities to any Holder and without impairing or releasing the subordination
and other benefits provided in this Indenture or the Holders' obligations to
the holders of such Senior Indebtedness, even if any Holder's right of
reimbursement or subrogation or other right or remedy is affected, impaired or
extinguished thereby, do any one or more of the following:  (i) amend, renew,
exchange, extend, modify, increase or supplement in any manner such Senior
Indebtedness or any instrument evidencing or guaranteeing or securing such
Senior Indebtedness or any agreement under which such Senior Indebtedness is
outstanding (including, but not limited to, changing the manner, place or terms
of payment or changing or extending the time of payment of, or renewing,
exchanging, amending, increasing or altering, (x) the terms of such Senior
Indebtedness, (y) any security for, or any Guarantee of, such Senior
Indebtedness, (z) any liability of any obligor on such Senior Indebtedness
(including any guarantor) or any liability Incurred in respect of such Senior
Indebtedness); (ii) sell, exchange, release, surrender, realize upon, enforce
or otherwise deal with in any manner and in any order any property pledged,
mortgaged or otherwise securing such Senior Indebtedness or any liability of
any obligor thereon, to such holder, or any liability Incurred in respect
thereof; (iii) settle or compromise any such Senior Indebtedness or any other
liability of any obligor of such Senior Indebtedness to such holder or any
security therefor or any liability Incurred in respect thereof and apply any
sums by whomsoever paid and however realized to any liability (including,
without limitation, payment of any of the Senior Indebtedness) in any manner or
order; and (iv) fail to take or to record or otherwise perfect, for any reason
or for no reason, any lien or security interest securing such Senior
Indebtedness by whomsoever granted, exercise or delay in or refrain from
exercising any right or remedy against any obligor or any guarantor or any
other Person,





                                      -68-
<PAGE>   74
elect any remedy and otherwise deal freely with any obligor and any security
for such Senior Indebtedness or any liability of any obligor to the holders of
such Senior Indebtedness or any liability Incurred in respect of such Senior
Indebtedness.


     Section 10.10.   Distribution or Notice to Representative.  Whenever a
distribution is to be made, or a notice given, to holders of Senior
Indebtedness of the Company or any Guarantor,  the distribution may be made and
the notice given to their Representative, if any.  If any payment or
distribution of the Company's assets is required to be made to holders of any
of the Senior Indebtedness of the Company or any Guarantor pursuant to this
Article 10, the Trustee and the Holders shall be entitled to rely upon any
order or decree of any court of competent jurisdiction, or upon any certificate
of a Representative of such Senior Indebtedness or a Custodian, in ascertaining
the holders of such Senior Indebtedness entitled to participate in any such
payment or distribution, the amount to be paid or distributed to holders of
such Senior Indebtedness and all other facts pertinent to such payment or
distribution or to this Article 10.


     Section 10.11.   Rights of Trustee and Paying Agent.  The Trustee or
Paying Agent may continue to make payments on the Notes unless at least two
Business Days prior to any payment date it has received written notice of facts
that would cause a payment of principal of, or premium, if any, or interest
(including Special Interest, if any) on the Notes to violate this Article 10.
Only the Company, a Guarantor, a Representative of Senior Indebtedness, or a
holder of Senior Indebtedness that has no Representative may give such notice.


     To the extent permitted by the TIA, the Trustee in its individual or any
other capacity may hold Indebtedness of the Company or any Guarantor (including
Senior Indebtedness) with the same rights it would have if it were not Trustee.
Any Agent may do the same with like rights.


     Section 10.12.   Authorization to Effect Subordination.  Each Holder of a
Note by its acceptance thereof authorizes and directs the Trustee on its behalf
to take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article 10, and appoints the Trustee as such
Holder's attorney-in-fact for any and all such purposes (including, without
limitation, the timely filing of a claim for the unpaid balance of the Note
that such Holder holds in the form required in any Insolvency or Liquidation
Proceeding and causing such claim to be approved).


     If a proper claim or proof of debt in the form required in such proceeding
is not filed by or on behalf of all Holders prior to 30 days before the
expiration of the time to file such claims or proofs, then the holders or a
Representative of any Senior Indebtedness of the Company or any Guarantor are
hereby authorized, and shall have the right (without any duty), to file an
appropriate claim for and on behalf of the Holders.





                                      -69-
<PAGE>   75



                                   ARTICLE 11

                                   Guarantee


     Section 11.01.   Guarantee.  Each Guarantor hereby unconditionally,
jointly and severally, guarantees (each a "NOTE GUARANTEE") to each Holder of a
Note authenticated and delivered  by the Trustee that:  (i) the principal of,
premium, interest (including Special Interest, if any) on the Notes will be
promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest
(including Special Interest, if any), and premium, if any, on the Notes, if
any, to the extent lawful, and all other Obligations of the Company to the
Holders or the Trustee under this Indenture and the Notes will be promptly paid
in full, all in accordance with the terms of this Indenture and the Notes; and
(ii)  in case of any extension of time of payment or renewal of any Notes or
any of such other Obligations, that the Notes will be promptly paid in full
when due in accordance with the terms of such extension or renewal, whether at
stated maturity, by acceleration or otherwise.


     Each Guarantor hereby further agrees that its Obligations under this
Indenture and the Notes shall, subject to Section 11.05, be unconditional,
regardless of the validity, legality or enforceability of this Indenture or the
Notes, the absence of any action to enforce this Indenture or the Notes, any
waiver or consent by any Holder with respect to any provisions this Indenture
or the Notes, any modification or amendment of, or supplement of, this
Indenture or the Notes, the recovery of any judgment against the Company or any
action to enforce any such judgment, or any other circumstance that might
otherwise constitute a legal or equitable discharge or defense of such
Guarantor.  Each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenants that its Note
Guarantee will not be discharged except by complete performance by the Company
of such Obligations.  If any Holder or the Trustee is required by any court or
otherwise to return to the Company, such Guarantor or a Custodian of the
Company or such Guarantor any amount paid by the Company or such Guarantor to
the Trustee or such Holder, its Note Guarantee shall, to the extent previously
discharged as a result of any such payment, be immediately reinstated and be in
full force and effect.  Each Guarantor hereby acknowledges and agrees that, as
between it, on the one hand, and the Holders and the Trustee, on the other
hand, (x) the maturity of the Company's Obligations under this Indenture and
the Notes may be accelerated as provided in Article 6 for purposes of its Note
Guarantee notwithstanding any stay, injunction or other prohibition preventing
such acceleration, and (y) in the event of any declaration of acceleration of
the Company's Obligations under this Indenture and the Notes as provided in
Article 6, such Obligations (whether or not due and payable) shall forthwith
become due and payable by such Guarantor for the purpose of its Note Guarantee.


     (b)              Upon making any payment with respect to the Company
hereunder, a Guarantor shall be subrogated to the rights of the payee against
the Company with respect to such payment; provided that no Guarantor shall
enforce any payment by way of subrogation  or contribution until all
Obligations of the Company under this Indenture have been paid in full.





                                      -70-
<PAGE>   76
     Section 11.02.   Trustee to Include Paying Agent.  In case at any time any
Paying Agent other than the Trustee shall have been appointed by the Company,
the term "Trustee" as used in this Article 11 shall (unless the context shall
otherwise require) be construed as extending to and including such Paying Agent
within its meaning as fully and for all intents and purposes as if such Paying
Agent were named in this Article 11 in place of the Trustee.


     Section 11.03.   Subordination of Guarantee.  Each Guarantor's Obligations
under its Note Guarantee shall be junior and subordinated in right of payment
to any Senior Indebtedness of such Guarantor in the same manner and to the same
extent as the Notes are subordinated to Senior Indebtedness of the Company
pursuant to Article 10.  Any Payment Blockage Notice given to the Trustee in
respect of the Company's Designated Senior Indebtedness pursuant to Section
10.03 shall be deemed to be a Payment Blockage Notice given to the Trustee in
respect of such Guarantor's Designated Senior Indebtedness and any Payment
Blockage Notice given to the Trustee in respect of such Guarantor's Designated
Senior Indebtedness pursuant to this Section 11.03 shall be deemed to be a
Payment Blockage Notice given to the Trustee in respect of the Company's
Designated Senior Indebtedness.


     In the event of a conflict between the provisions of Section 10.03 and the
provisions of Section 10.03 as read to apply to such Guarantor's Note Guarantee
pursuant to this Section 11.03, the provisions of Section 10.03 shall apply and
govern this Indenture.


     Section 11.04.   Senior Subordinated Debt of Guarantor.  Each Guarantor
hereby agrees that it will not incur, guarantee or otherwise become liable for
any Indebtedness that is subordinated or junior in right of payment to any
Senior Indebtedness of such Guarantor unless such Indebtedness is pari passu
with or is expressly subordinated in right of payment to the Notes.


     Section 11.05.   Limits of Guarantee.  (a) Notwithstanding anything to the
contrary in this Article 11, the aggregate amount of the Obligations guaranteed
under this Indenture by each Subsidiary Guarantor shall be limited in amount to
the lesser of (a) the maximum amount that would not render such Subsidiary
Guarantor's obligations subject to avoidance under applicable fraudulent
conveyance provisions of the United States Bankruptcy Code or any comparable
provision of any applicable state law and (b) the maximum amount that would not
render the Note Guarantee an improper corporate distribution by such Subsidiary
Guarantor under applicable state law.


     Section 11.06.   Subsidiary Guarantors May Consolidate, etc., on Certain
Terms.  No Subsidiary Guarantor may consolidate with or merge with or into
(whether or not such Subsidiary Guarantor is the surviving Person), another
Person, whether or not affiliated with such Subsidiary Guarantor, unless:


     (a)              subject to the provisions of Section 11.07 hereof, the
Person formed by or surviving any such consolidation or merger (if other than
such Subsidiary Guarantor) assumes all the obligations of such Subsidiary
Guarantor) assumes all the obligations of such Subsidiary Guarantor





                                      -71-
<PAGE>   77
pursuant to a supplemental indenture in form reasonably satisfactory to the
Trustee in respect of the Notes, this Indenture and such Subsidiary Guarantor's
Note Guarantee;


     (b)              immediately after giving effect to such transaction, no
Default or Event of Default exists; and


     (c)              immediately after giving effect to such transaction, the
Coverage Ratio Incurrence Condition would be met.


Notwithstanding the foregoing, none of the Subsidiary Guarantors shall be
permitted to consolidate with or merge with or into (whether or not such
Subsidiary Guarantor is the surviving Person), another corporation, Person or
entity pursuant to the preceding sentence if such consolidation or merger would
not be permitted by Section 5.01 hereof.


     In case of any such consolidation or merger and upon the assumption by the
successor corporation, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by such Subsidiary Guarantor, such successor corporation shall
succeed to and be substituted for such Subsidiary Guarantor with the same
effect as if it had been named herein as a Subsidiary Guarantor.


     Except as set forth in Articles 4 and 5 hereof, nothing contained in this
Indenture or in any of the Notes shall prevent any consolidation or merger of
any Subsidiary Guarantor with or into the Company or another Subsidiary
Guarantor, or shall prevent any sale or conveyance of the property of any
Subsidiary Guarantor as an entirety or substantially as an entirety to the
Company or any Subsidiary Guarantor.


     Section 11.07.   Releases of Guarantees.  In the event of a sale or other
disposition of all or substantially all of the assets of any Subsidiary
Guarantor or a sale or other disposition of all of the Capital Stock of any
Subsidiary Guarantor, to any corporation or other Person (including an
Unrestricted Subsidiary) by way of merger, consolidation, or otherwise, in a
transaction that does not violate any of the covenants of this Indenture, then
such Subsidiary Guarantor (in the event of a sale or other disposition, by way
of such merger, consolidation or otherwise, of all the Capital Stock of such
Subsidiary Guarantor) shall be released and relieved of any obligations under
its Note  Guarantee and such acquiring corporation or other Person (in the
event of a sale or other disposition of all or substantially all of the assets
of such Subsidiary Guarantor), if other than a Subsidiary Guarantor, shall have
no obligation to assume or otherwise become liable under such Note Guarantee;
provided, that the Net Available Proceeds of such sale or other disposition are
applied in accordance with Section 4.16 hereof.  Upon delivery by the Company
to the Trustee of an Officers' Certificate and an Opinion of Counsel to the
effect that such sale or other disposition was made by the Company in
accordance with the provisions of this Indenture, including without limitation
Section 4.16, the Trustee shall execute any documents reasonably required in
order to evidence the release of any Subsidiary Guarantor from its obligations
under its Note Guarantee.





                                      -72-
<PAGE>   78

     Any Subsidiary Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of such Subsidiary Guarantor under
this Indenture as provided in Article 11.


     Any Subsidiary Guarantor that is designated an Unrestricted Subsidiary in
accordance with the terms of this Indenture shall be released from and relieved
of its obligations under its Note Guarantee and any Unrestricted Subsidiary
that becomes a Restricted Subsidiary and any newly created or newly acquired
Subsidiary that is or becomes a Subsidiary shall be required to execute a
supplemental indenture in accordance with the terms of this Indenture.



                                   ARTICLE 12

                                 Miscellaneous


     Section 12.01.   Trust Indenture Act Controls.  If any provision of this
Indenture limits, qualifies, or conflicts with the duties imposed by operation
of Section 318(c) of the TIA, the imposed duties shall control.


     Section 12.02.   Notices.  Any notice or communication by the Company, the
Guarantors or the Trustee to the others is duly given if in writing in the
English language and delivered in person, mailed by registered or certified
mail, postage prepaid, return receipt requested or delivered by telecopier or
overnight air courier guaranteeing next day delivery to the following address:


 If to the Company or the Guarantors:
           Pool Energy Services Co.
           10375 Richmond Avenue
           Houston, Texas  77042
           Telecopier: (713) 954-3037
           Attention: Senior Vice President, Finance
           Copy to:  Treasurer
           Telecopier:  (713) 954-3244



 If to the Trustee:
           Marine Midland Bank
           140 Broadway-12th Floor
           New York, New York 10005-1180
           Telecopier: (212) 658-6425
           Attention: Corporate Trust Administration

     The Company, the Guarantors or the Trustee by notice to the others may
designate additional or different addresses for subsequent notices or
communications.


     All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given:  (i) at the time delivered by hand, if
personally delivered; (ii) the date receipt is





                                      -73-
<PAGE>   79
acknowledged, if mailed by registered or certified mail; (iii) when answered
back, if telecopied and (iv) the next Business Day after timely delivery to the
courier, if sent by overnight air courier guaranteeing next day delivery.


     Any notice or communication to a Holder shall be mailed by first-class
mail to his or her address shown on the register maintained by the Registrar.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.  If a notice or
communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.  If the
Company or any Guarantor mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.


     Section 12.03.   Communication by Holders with Other Holders.  Holders may
communicate pursuant to section 312(b) of the TIA with other Holders with
respect to their rights under this Indenture or the Notes.  The Company, the
Trustee, the Registrar and any other Person shall have the protection of
section 312(c) of the TIA.


     Section 12.04.   Certificate and Opinion As to Conditions Precedent.  Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:  (a) an
Officers' Certificate (which shall include the statements set forth in Section
12.05) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been complied with; and (b) an Opinion of Counsel (which shall
include the statements set forth in Section 12.05) stating that, in the opinion
of such counsel, all such conditions precedent provided for in this Indenture
relating to the proposed action have been complied with.


     Section 12.05.   Statements Required in Certificate or Opinion.  Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
section 314(a)(4) of the TIA) shall include:  (1) a statement that the Person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the  examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based; (3) a statement that, in the opinion of such Person, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with, and (4) a statement as to whether, in such Person's opinion,
such condition or covenant has been complied with.


     Section 12.06.   Rules by Trustee and Agents.  The Trustee may make
reasonable rules for action by or at a meeting of Holders.  The Registrar or
Paying Agent may make reasonable rules and set reasonable requirements for its
functions.





                                      -74-
<PAGE>   80
     Section 12.07.   Legal Holidays.  If a payment date is a not a Business
Day at a place of payment, payment may be made at that place on the next
succeeding day that is a Business Day, and no interest shall accrue for the
intervening period.


     Section 12.08.   No Recourse Against Others.  No director, officer,
employee, incorporator or direct or indirect stockholder or Affiliate of the
Company or any Guarantor (other than the Company and any Guarantor), as such,
shall have any liability for any obligation of the Company or any Guarantor
under this Indenture, the Notes Guarantees or the Notes or for any claim based
on, in respect of, or by reason of, any such obligation or the creation of any
such obligation.  Each Holder by accepting a Note waives and releases such
Persons from all such liability and such waiver and release is part of the
consideration for the issuance of the Notes.


     Section 12.09.   Counterparts.  This Indenture may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.


     Section 12.10.   Table of Contents, Headings, Etc.  The Table of Contents
and headings of the Articles and Sections of this Indenture have been inserted
for convenience of reference only, are not to be considered a part of this
Indenture, and shall in no way modify or restrict any of the terms or
provisions of this Indenture.


     Section 12.11.   Governing Law.  The laws of the State of New York shall
govern this Indenture, the Note Guarantees and the Notes.


     Section 12.12.   No Adverse Interpretation of Other Agreements.  This
Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any of its Subsidiaries, and no other indenture,
loan or debt agreement may be used to interpret this Indenture.


     Section 12.13.   Successors.  All agreements of the Company  and the
Guarantors in this Indenture and the Notes shall bind any successors of the
Company and such Guarantors, respectively. All agreements of the Trustee in
this Indenture shall bind its successor.


     Section 12.14.   Severability.  If any provision in this Indenture or in
the Notes 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 12.15.   Third Party Beneficiaries.  Holders of Senior
Indebtedness are third party beneficiaries of this Indenture, and any of them
(or their Representative) shall have the right to enforce the provisions of
this Indenture that benefit such holders.





                                      -75-
<PAGE>   81
     IN WITNESS WHEREOF, the parties have caused this Indenture to be duly
executed as of the date and year first written above.


                      POOL ENERGY SERVICES CO.


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


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

                      MARINE MIDLAND BANK
                      as Trustee


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


                      GUARANTORS:

                      ASSOCIATED PETROLEUM SERVICES, INC.
                      BIG 10 FISHING TOOL COMPANY, INC.
                      INTERNATIONAL AIR DRILLING COMPANY
                      KUUKPIK - POOL ARCTIC ALASKA
                             By:  Pool Alaska, Inc., d/b/a Pool Arctic Alaska
                      PCNV, INC.
                      POOL ALASKA, INC.
                      POOL AMERICAS, INC.
                      POOL-AUSTRALIA, INC.
                      POOL CALIFORNIA ENERGY SERVICES, INC.
                      POOL COMPANY
                      POOL COMPANY HOUSTON LTD.
                              By:  Pool Company, General Partner
                      POOL COMPANY TEXAS, LTD.
                              By:  Pool Company, General Partner
                      POOL INTERNATIONAL, INC.
                      POOL PRODUCTION SERVICES, INC.
                      PTX, INC.


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





<PAGE>   82
                                                                       EXHIBIT A


                             (FORM OF FACE OF NOTE)


                            [Securities Act Legend]





     THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED
     IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE U.S.
     SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE
     SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
     TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
     THEREFROM.  EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY (1) BY ITS
     ACQUISITION HEREOF REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
     BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT
     A U.S. PERSON AND IS ACQUIRING THE SECURITY EVIDENCED HEREBY IN AN
     OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
     ACT AND (2) IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
     EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
     BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT.
     THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE
     ISSUER THAT (X) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE
     TRANSFERRED ONLY (i) (a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
     A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
     SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
     (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
     SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A PERSON THAT IS NOT A
     U.S. PERSON (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT) IN A
     TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT
     OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
     REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL
     IF THE COMPANY SO REQUESTS), (ii) TO THE COMPANY OR (iii) PURSUANT TO AN
     EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
     APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
     APPLICABLE JURISDICTION AND (Y) THE HOLDER WILL, AND EACH SUBSEQUENT
     HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE





                                      A-1
<PAGE>   83
     SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (X)
     ABOVE.


                  [Additional Legend if Note is a Global Note]



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


     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
     NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
     SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
     LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
     SECTIONS 2.06, 2.07 AND 2.08 OF THE INDENTURE.





                                      A-2
<PAGE>   84

                            POOL ENERGY SERVICES CO.

        8 5/8% [SERIES A] [SERIES B] SENIOR SUBORDINATED NOTE DUE 2008



No.  ___________                                           $__________
                                                      CUSIP NO.



     Pool Energy Services Co., a corporation duly organized and existing under
the laws of the State of Texas (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of One Hundred and Fifty Million Dollars on April 1, 2008.


     Interest Payment Dates:                   April 1 and October 1, commencing
                                               October 1, 1998


     Record Dates:                             March 15 and September 15


     Pursuant to the Indenture, the payment of principal of and premium, if
any, and interest and, if applicable, Special Interest on this Note is
unconditionally guaranteed by the Guarantors referred to on the reverse hereof.


     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and as more fully specified in the Indenture, which
further provisions shall for all purposes have the same effect as if set forth
at this place.





                                      A-3
<PAGE>   85
     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


                      POOL ENERGY SERVICES CO.

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


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


                      GUARANTORS:

                      ASSOCIATED PETROLEUM SERVICES, INC.
                      BIG 10 FISHING TOOL COMPANY, INC.
                      INTERNATIONAL AIR DRILLING COMPANY
                      KUUKPIK - POOL ARCTIC ALASKA
                              By:  Pool Alaska, Inc., d/b/a Pool Artic Alaska
                       PCNV, INC.
                      POOL ALASKA, INC.
                      POOL AMERICAS, INC.
                      POOL-AUSTRALIA, INC.
                      POOL CALIFORNIA ENERGY SERVICES, INC.
                      POOL COMPANY
                      POOL COMPANY HOUSTON LTD.
                               By:  Pool Company, General Partner
                      POOL COMPANY TEXAS, LTD.
                               By:  Pool Company, General Partner
                      POOL INTERNATIONAL, INC.
                      POOL PRODUCTION SERVICES, INC.
                      PTX, INC.

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


Dated: _____________________





                                      A-4
<PAGE>   86
                FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION



     This is one of the Notes referred to in the within-mentioned Indenture.


                      MARINE MIDLAND BANK,
                      as Trustee

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


               FORM OF ALTERNATIVE CERTIFICATE OF AUTHENTICATION


     This is one of the Notes referred to in the within-mentioned Indenture.


                      MARINE MIDLAND BANK,
                      as Trustee

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


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





                                      A-5
<PAGE>   87
                             FORM OF REVERSE OF NOTE


     1.               INTEREST.  Pool Energy Services Co. (the "Company")
promises to pay interest on the principal amount of this Note at the rate and
in the manner specified below.  Cash interest will accrue at 8_% per annum
until maturity and will be payable semi-annually in arrears in cash on April 1
and October 1 of each year commencing October 1, 1998, or if any such day is
not a Business Day on the next succeeding Business Day (each an "Interest
Payment Date").  Interest on this Note will accrue from the most recent date on
which interest has been paid or, if no interest has been paid, from the
original date of issue.  To the extent lawful, the Company shall pay interest
on overdue principal, premium, if any, interest and Special Interest, if any,
from time to time on demand at the rate of 8_% per annum, compounded
semi-annually.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.


     [In the event that a Registration Default occurs under the Registration
Rights Agreement, then Special Interest (as defined therein) (in addition to
the interest otherwise due hereon) will accrue on the principal amount of the
Notes and the New Notes (in addition to the stated interest on the Notes and
the New Notes) from and including the date on which any such Registration
Default shall occur to but excluding the date on which any such Registration
defaults have been cured.  Special Interest will accrue at a rate of 0.25% per
annum during the 90-day period immediately following the occurrence of any
Registration Default and shall increase by 0.25% per annum at the end of each
subsequent 90-day period, but in no event shall such rate exceed 1.5% per
annum.  All accrued Special Interest, if any, will be paid by the Company or
the Guarantors, in arrears, on each Interest Payment Date, commencing October
1, 1998. Upon the cure of all Registration Defaults, the accrual of Special
Interest will cease.](1)


     [There shall also be payable in respect of this Note all Special Interest
that may have accrued on the Note for which this Note was exchanged (as defined
in such Note) pursuant to the Exchange Offer or otherwise pursuant to a
Registration of such Note, such Special Interest to be payable in accordance
with the terms of such Note.](2)


     2.               METHOD OF PAYMENT.  The Company will pay interest on this
Note to the Person who is the registered Holder of this Note at the close of
business on the record date for the next Interest Payment Date, which record
date shall be March 15 and September 15 of each year (each a "Record Date")
even if such Note is cancelled after such Record Date and on or before such
Interest Payment Date.  Holders must surrender Notes to a Paying Agent, as
defined below, to collect principal payments on such Notes. Principal of,
premium, if any, interest and Special Interest, if any, on, the Notes will be
payable at the office or agency of the Company maintained for such purpose
within the City and State of New York or, at the option of the Company by wire
transfer of  immediately available funds or, in the case of certificated
securities only, by mailing a check to the registered





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


(1) To be included in Notes but not New Notes.

(2) To be included in New Notes.

                                      A-6
<PAGE>   88
address of the Holder.  Until otherwise designated by the Company, the
Company's office or agency will be the office of the Trustee maintained for
such purpose.


     3.               PAYING AGENT AND REGISTRAR.  (a) Marine Midland Bank (the
"Trustee") will initially act as the Paying Agent and Registrar.  The Company
may appoint additional paying agents or co-registrars, and change the Paying
Agent, any additional paying agent, the Registrar or any co-registrar without
prior notice to any Holder.  The Company or any of its Subsidiaries may act in
any such capacity.

                      (b)    Pursuant to the Indenture, the Company has
     appointed the Trustee as transfer and exchange agent for the purpose of
     any transfer or exchange of the Notes.


                      (c)    Holders shall present Notes to the Trustee, as
transfer and exchange agent.


     4.               INDENTURE.  The Company has issued the Notes under an
Indenture, dated as of March 31, 1998 (the "Indenture"), among the Company, as
issuer of the Notes, the Guarantors party thereto and the Trustee.  The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date of the original issuance of the
Notes (the "Trust Indenture Act").  The Notes are subject to, and qualified by,
all such terms, certain of which are summarized herein, and Holders are
referred to the Indenture and the Trust Indenture Act for a statement of such
terms (all capitalized terms not defined herein shall have the meanings
assigned to them in the Indenture).  The Notes are unsecured general
obligations of the Company limited to $150,000,000 in aggregate principal
amount.


     5.               REDEMPTION PROVISIONS.  (a) The Notes are not subject to
any mandatory sinking fund redemption prior to maturity.


                      (b)    Except as set forth below in this Section 5, the
     Notes may not be redeemed at the option of the Company prior to April 1,
     2003.  On April 1, 2003 and thereafter, the Notes will be subject to
     redemption at the option of the Company, in whole or in part, upon not
     less than 30 nor more than 60 days' notice, at the redemption prices
     (expressed as percentages of the principal amount of the Notes) set forth
     below, together with accrued and unpaid interest (including Special
     Interest, if any) thereon, if any, to the applicable redemption date, if
     redeemed during the twelve-month period beginning on April 1 of the years
     indicated below:


<TABLE>
<CAPTION>
                     YEAR                          PERCENTAGE
 ---------------------------------------------     ----------
 <S>                                                <C>
 2003                                               104.313%
 2004                                               102.875%
 2005                                               101.438%
 2006 and thereafter                                100.000%
</TABLE>




     (c)              In addition to the Company's right to redeem the Notes as
set forth in Section 5(b), from time to time prior to April 1, 2001, the
Company may redeem up to 35% of the





                                      A-7

<PAGE>   89
     aggregate principal amount of the Notes outstanding on the  Issue Date at
     a redemption price equal to 108.625% of the principal amount thereof, in
     each case plus accrued and unpaid interest (including Special Interest, if
     any) thereon, if any, to the redemption date, with the net cash proceeds
     of one or more Equity Offerings; provided that at least $97.5 million of
     the aggregate principal amount of the Notes remains outstanding
     immediately after the occurrence of such redemption; and provided, further
     that each such redemption occurs within 60 days of the date of the closing
     of any such Equity Offering.

                      (d)    If less than all of the Notes are to be redeemed
     at any time, selection of the Notes to be redeemed will be made by the
     Trustee from among the outstanding Notes on a pro rata basis, by lot or by
     any other method permitted in the Indenture.  Notice of redemption will be
     mailed at least 30 days but not more than 60 days before any redemption
     date to each holder whose Notes are to be redeemed at the registered
     address of such holder. On and after the redemption date, interest will
     cease to accrue on the Notes or portions thereof called for redemption.


     6.               MANDATORY OFFERS.  (a) Within 30 days after any Change of
Control Trigger Date or Asset Sale Trigger Date, the Company shall mail to the
Trustee (who shall mail to each Holder) a notice stating certain details as set
forth in Section 3.08 of the Indenture in connection with the Offer that the
Company is obligated under the Indenture to make to Holders in such
circumstances.


                      (b)    Holders may tender all or, subject to Section 8
     below, any portion of their Notes by completing the attachment hereto
     entitled "OPTION OF HOLDER TO ELECT PURCHASE" in an Offer.


                      (c)    Upon a Change of Control, any Holder of Notes will
     have the right to cause the Company to purchase the Notes of such Holder,
     in whole or in part in integral multiples of aggregate principal amount of
     $1,000, at a purchase price in cash equal to 101% of the principal amount
     thereof plus accrued and unpaid interest (including Special Interest, if
     any), if any, to the date of repurchase, as provided in, and subject to
     the terms of the Indenture.


                      (d)    Upon there being at least $10,000,000 in Excess
     Proceeds relating to one or more Asset Sales, any Holder of Notes will
     have the right to cause the Company to purchase the Notes, equal to the
     amount of such Excess Proceeds, of such Holder, in whole or in part in
     integral multiples of aggregate principal amount of $1,000, at a purchase
     price in cash equal to 100% of the principal amount thereof plus accrued
     and unpaid interest, if any, and Special Interest, if any, to the date
     such Net Proceeds Offer is consummated, as provided in, and subject to the
     terms of the Indenture.


                      (e)    Promptly after consummation of an Offer, (i) the
     Paying Agent shall mail or wire transfer, if permitted under the
     Indenture, to each Holder of Notes or portions thereof accepted for
     payment an amount equal to the Change of Control Purchase Price or Offered
     Price, as the case may be, (ii) with respect to any tendered Note not
     accepted for payment in whole or in part, the Trustee shall return such
     Note to the Holder thereof, and (iii) with respect to any Note accepted
     for payment in part, the Company shall issue and the Trustee





                                      A-8
<PAGE>   90
     shall authenticate and mail to each such Holder a new Note equal in
     principal amount to the unpurchased portion of the tendered Note.


                      (f)    The Company will (i) announce the results of the
     Offer to Holders on or as soon as practicable after the Purchase Date, and
     (ii) comply with Rule 14e-1 under the Securities Exchange Act of 1934, as
     amended, and any other securities laws and regulations to the extent such
     laws and regulations are applicable to any Offer.


     7.               NOTES TO BE REDEEMED OR PURCHASED.  The Notes may be
redeemed or purchased in part, but only in multiples of $1,000 principal amount
unless all Notes held by a Holder are to be redeemed or purchased.  On or after
any date on which Notes are redeemed or purchased, interest ceases to accrete
or accrue, as the case may be, on the Notes or portions thereof called for
redemption or accepted for purchase on such date.


     8.               DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in
registered form, without coupons, in denominations of $1,000 principal amount
and integral multiples thereof.  The transfer of Notes may be registered and
Notes may be exchanged as provided in the Indenture.  Holders seeking to
transfer or exchange their Notes may be required, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes
and fees required by law or permitted by the Indenture.  The Registrar need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption or tendered pursuant to an Offer.  Neither the Trustee or the
Registrar shall be required to issue, register the transfer of or exchange any
Note to register the transfer of or exchange any Note selected for redemption,
to register the transfer of or exchange any Note for a period of 15 days before
the mailing of a notice of redemption ending on the date of such mailing, to
register the transfer or exchange of a Note between a record date and the next
succeeding interest payment date.


     9.               PERSONS DEEMED OWNERS.  The registered Holder of a Note
shall be treated as the owner of the Note for all purposes.


     10.              AMENDMENTS AND WAIVERS.  (a) Subject to certain
exceptions, the Indenture and the Notes may be amended or supplemented with the
written consent of the Holders of at least a majority in aggregate principal
amount of the then outstanding Notes (including consents obtained in connection
with a tender  offer or exchange offer for the Notes), and any existing Default
or Event of Default or compliance with any provision of the Indenture or the
Notes may be waived with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes (including consents
obtained in connection with a tender offer or exchange offer for the Notes);
provided that:  (i) no such modification or amendment may, without the consent
of the Holders of at least 75% in aggregate principal amount of such series of
Notes then outstanding, amend or modify the obligations of the Company under
Section 4.15 of the Indenture (or the definitions related thereto) that could
adversely affect the rights of any holder of the Notes; and (ii) without the
consent of each holder affected, the Company and the Trustee may not: (w)
extend the maturity of any Note; (x) affect the terms of any scheduled payment
of interest on or principal of the Notes (including without limitation any
redemption provisions); (y) take any action that would subordinate the Notes or
the Note Guarantees to any other Indebtedness of the Company or any of





                                      A-9
<PAGE>   91
Guarantors, respectively (except as provided in Article 10), or otherwise
affect the ranking of the Notes or the Note Guarantees; or (z) reduce the
percentage of Holders necessary to consent to an amendment, supplement or
waiver to this Indenture.


                      (b)    Notwithstanding section 10(a) above, the Company,
     the Guarantors and the Trustee may amend or supplement the Indenture or
     the Notes, without the consent of any Holder, to:  cure any ambiguity,
     defect or inconsistency; provide for uncertificated Notes in addition to
     or in place of Certificated Notes; provide for the assumption of the
     obligations to the Holders of the Company or a Guarantor, as the case may
     be, in the event of a merger or consolidation; make any change that would
     provide any additional rights or benefits to Holders or does not adversely
     affect the legal rights under the Indenture of any Holder; comply with
     Section 4.17 or Article 11 of the Indenture; secure the Notes pursuant to
     the requirements of Section 4.11 of the Indenture; comply with the
     requirements of the SEC in order to effect or maintain the qualification
     of the Indenture under the Trust Indenture Act.


                      (c)    Certain provisions of the Indenture cannot be
     amended, supplemented or waived without the consent of each Holder of
     Notes affected.

     11.              DEFAULTS AND REMEDIES.  Events of Default include:  (i)
failure by the Company to pay interest on any of the Notes when it becomes due
and payable and the continuance of any such failure for 30 days; (ii) failure
by the Company to pay the principal or premium, if any, on any of the Notes
when it becomes due and payable, whether at stated maturity, upon redemption,
upon acceleration or otherwise; (iii) failure by the Company to comply with any
of its agreements or covenants described under Article 5 of the Indenture, or
in respect of its obligations to make a Change of Control Offer or a Net
Proceeds Offer described in Section 4.15 and 4.16 of the Indenture,
respectively; (iv)  failure by the Company to comply with any other covenant in
the Indenture and continuance of such failure for 60 days after notice of such
failure has been given to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% of the aggregate principal amount of the
Notes then outstanding; (v) failure by either the Company or any of its
Restricted Subsidiaries to make any payment when due after the expiration of
any applicable grace period, in respect of any Indebtedness of the Company or
any of such Restricted Subsidiaries, or the acceleration of the maturity of
such Indebtedness by the holders thereof because of a default, with an
aggregate outstanding principal amount for all such Indebtedness under this
clause (v) of $10.0 million or more; (vi) one or more final, non-appealable
judgments or orders that exceed $10.0 million in the aggregate for the payment
of money have been entered by a court or courts of competent jurisdiction
against the Company or any Subsidiary of the Company and such judgment or
judgments have not been satisfied, stayed, annulled or rescinded within 60 days
of being entered; (vii) certain events of bankruptcy, insolvency or
reorganization involving the Parent, the Company or any Significant Subsidiary;
and (viii) except as permitted by the Indenture, any Note Guarantee ceases to
be in full force and effect or any Guarantor repudiates its obligations under
any Note Guarantee.


     If an Event of Default (other than an Event of Default specified in clause
(vii) above involving the Company), occurs and is continuing under the
Indenture, the Trustee, by written notice to the Company, or the Holders of at
least 25% in aggregate principal amount of the Notes then





                                      A-10
<PAGE>   92
outstanding by written notice to the Company and the Trustee may declare all
amounts owing under the Notes to be due and payable immediately.  Upon such
declaration of acceleration, the aggregate principal of, premium, if any, and
interest on the outstanding Notes shall immediately become due and payable.  If
an Event of Default results from bankruptcy, insolvency or reorganization
involving the Company, all outstanding Notes shall become due and payable
without any further action or notice.  In certain cases, the Holders of a
majority in aggregate principal amount of the Notes then outstanding may waive
an existing Default or Event of Default and its consequences, except a default
in the payment of principal of, premium, if any, and interest on the Notes.


     The Holders may not enforce the provisions of the Indenture or the Notes
except as provided in the Indenture.  Subject to certain limitations, Holders
of a majority in principal amount of the Notes then outstanding may direct the
Trustee in its exercise of any trust or power; provided however, that such
direction does not conflict with the terms of the Indenture.  The Trustee may
withhold from the Holders notice of any continuing Default or Event of Default
(except any Default or Event of Default in payment of principal of, premium, if
any, or interest on the Notes) if the Trustee determines that withholding such
notice is in the holders' interest.


     12.              GUARANTEE.  Each Guarantor unconditionally, jointly and
severally, guarantees (each a "NOTE GUARANTEE") to each Holder of a Note
authenticated and delivered by the Trustee that: (i) the principal of, premium,
interest (including Special Interest, if any) on the Notes will be promptly
paid in full when due, whether at maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of and interest and
(including, Special Interest, if any), and premium, if any, on the Notes, if
any, to the extent lawful, and all other Obligations of the Company to the
Holders or the Trustee under this Indenture and the Notes will be promptly paid
in full, all in accordance with the terms of this Indenture and the Notes; and;
(ii) in case of any extension of time of payment or renewal of any Notes or any
of such other Obligations, that the Notes will be promptly paid in full when
due in accordance with the terms of such extension or renewal, whether at
stated maturity, by acceleration or otherwise; provided that notwithstanding
anything to the contrary herein or in Article 11 of the Indenture, the
aggregate amount of the Obligations guaranteed under the Indenture by any
Subsidiary Guarantor shall be limited in amount to the lesser of (x) the
maximum amount that would not render such Subsidiary Guarantor's obligations
subject to avoidance under applicable fraudulent conveyance provisions of the
United States Bankruptcy Code or any comparable provision of any applicable
state law and (y) the maximum amount that would not render the Note Guarantee
of such Subsidiary Guarantor an improper corporate distribution by such
Subsidiary Guarantor under applicable state law.  The Note Guarantees are
subject to release as and to the extent provided in the Indenture.


     13.              ADDITIONAL NOTE GUARANTEES.  If the Company or any of its
Subsidiaries shall acquire or create another Subsidiary (other than (x) any
Foreign Subsidiary or (y) a Subsidiary that has been designated as an
Unrestricted Subsidiary), then within 10 days after acquiring or creating such
Subsidiary, the Company will cause each such Subsidiary to execute and deliver
to the Trustee a supplement to of this Indenture as a Subsidiary Guarantor.


     14.              SUBORDINATION.  (a) All Obligations owed under and in
respect of the Notes are subordinated in right of payment, to the extent and in
the manner provided in Article 10 of the





                                      A-11
<PAGE>   93
Indenture, to the prior payment in full in cash of all Obligations owed under
and in respect of all Senior Indebtedness of the Company, and the subordination
of the Notes is for the benefit of all Holders of all Senior Indebtedness,
whether outstanding on the Closing Date or incurred thereafter. The Company
agrees, and the Holder of this Note by accepting the Note agrees, to the
subordination.


                      (b)    Each Guarantor's Obligations under its Notes
     Guarantee shall be junior and subordinated in right of payment to any
     Senior Indebtedness of the Guarantor in the manner set forth in more
     detail in Section 11.03 of the Indenture.


     15.              TRUSTEE DEALINGS WITH COMPANY.  The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or any of its Affiliates with the same
rights it would have if it were not Trustee.


     16.              NO RECOURSE AGAINST OTHERS.  No director, officer,
employee, incorporator or direct or indirect stockholder of the Company or any
Guarantor (other than the Company and any Subsidiary Guarantor), as such, shall
have any liability for any obligation of the Company or such Subsidiary
Guarantor under the Indenture or the Notes or for any claim based on, in
respect of, or by reason of, any such obligation or the creation of any such
obligation.  Each Holder by accepting a Note waives and releases such Persons
from all such liability, and such waiver and release is part of the
consideration for the issuance of the Notes.


     17.              MERGERS AND CERTAIN OTHER TRANSACTIONS.  The Company will
not, in a single transaction or a series of related transactions, (i)
consolidate or merge with or into (other than a merger with a Wholly-Owned
Restricted Subsidiary solely for the purpose of changing the Company's
jurisdiction of incorporation to another State of the United States), or sell,
lease, transfer, convey or otherwise dispose of or assign all or substantially
all of the assets of the Company or the Company and its Subsidiaries (taken as
a whole), or assign any of its obligations under the Notes and the Indenture,
to any Person or (ii) adopt a Plan of Liquidation unless, in either case: (a)
the Person formed by or surviving such consolidation or merger (if other than
the Company) or to which such sale, lease, conveyance or other disposition or
assignment shall be made (or, in the case of a Plan of Liquidation, any Person
to which assets are transferred) (collectively, the "SUCCESSOR"), is a
corporation organized and existing under the laws of any State of the United
States of America or the District of Columbia, and the Successor assumes by
supplemental indenture in a form satisfactory to the Trustee all of the
obligations of the Company under the Notes and the Indenture; (b) immediately
prior to and immediately after giving effect to such transaction and the
assumption of the obligations as set forth in clause (a) above and the
incurrence of any Indebtedness to be incurred in connection therewith, no
Default or Event of Default shall have occurred and be continuing; and (c)
immediately after and giving effect to such transaction and the assumption of
the obligations set forth in clause (a) above and the incurrence of any
Indebtedness to be incurred in connection therewith, and the use of any net
proceeds therefrom on a pro forma basis, (1) the Consolidated Net Worth of the
Company or the Successor, as the case may be, would be at least equal to the
Consolidated Net Worth of the Company immediately prior to such transaction and
(2) the Company or the Successor, as the case may be, could meet the Coverage
Ratio Incurrence Condition; and (d) each Subsidiary Guarantor, unless it is the
other party to the transactions described above, shall have confirmed, by a
supplemental indenture, that its Note Guarantee shall





                                      A-12
<PAGE>   94
apply to the obligations of the Company or the Successor under the Notes and
the Indenture; and (e) the Company will have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indenture (if any)
comply with the provisions of Section 5.01 of the Indenture.  For purposes of
this paragraph, any Indebtedness of the Successor which was not Indebtedness of
the Company immediately prior to the transaction shall be deemed to have been
incurred in connection with such transaction.


     18.              GOVERNING LAW.  This Note shall be governed by and
construed in accordance with the internal laws of the State of New York,
without regard to the conflict of laws provisions thereof.


     19.              AUTHENTICATION.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent

     20.              CUSIP/CINS NUMBERS.  Pursuant to a recommendation
promulgated by the Committee on Uniform Note Identification Procedures, the
Company has caused CUSIP and CINS numbers, as applicable, to be printed on the
Notes and has directed the Trustee to use CUSIP and CINS numbers, as
applicable, in notices of redemption, purchases or exchanges as a convenience
to Holders.  No representation is made as to the accuracy of such numbers
either as printed on the Notes or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers printed on the
Notes.


     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture.  Request may be made to: Pool Energy Services
Co., 10375 Richmond Avenue, Houston, Texas  77042, Attention: Corporate
Secretary.





                                      A-13
<PAGE>   95
                  SCHEDULE OF EXCHANGES OF CERTIFICATED NOTES(3)



The following exchanges of a part of this Global Note for Certificated Notes
have been made:


<TABLE>
<CAPTION>
                                                                           Principal Amount of             Signature of
                    Amount of decrease in      Amount of increase in        this Global Note           authorized officer of
    Date of          Principal Amount          Principal Amount of          following such              Trustee or Notes
   Exchange        of this Global Note          this Global Note          decrease (or increase)             Custodian
-------------   -------------------------   -------------------------   ---------------------------    -----------------------
<S>                <C>                        <C>                              <C>                          <C>
</TABLE>





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

(3) This schedule should only be added if the Note is issued in global form.


                                      A-15
<PAGE>   96
                           [FORM OF TRANSFER NOTICE]


 FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s), assign(s)
                             and transfer(s) unto


Insert Taxpayer Identification No.:
                                    ----------------------------------
Please print or typewrite name and address including zip code of assignee:



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


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

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing

____________________
attorney to transfer said Note on the books of the Company with full power of
substitution in the premises.


[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES OTHER THAN EXCHANGE NOTES,
RESTRICTED GLOBAL NOTES AND OFFSHORE CERTIFICATED NOTES:]


     In connection with any transfer of this Note occurring prior to the date
which is the earlier of (i) the date of an effective Registration or (ii) two
years after the later of the original issuance of this Note or the last date on
which this Note was held by the Company or an Affiliate of the Company, the
undersigned confirms, without utilizing any general solicitation or general
advertising, that:


                                  [CHECK ONE]




[ ] (a)               this Note is being transferred in compliance with the
                      exemption from registration under the Securities Act of
                      1933, as amended, provided by Rule 144A thereunder.

                                       OR

[ ] (b)               this Note is being transferred other than in accordance
                      with (a) above and documents are being furnished which
                      comply with the conditions of transfer set forth in this
                      Note and the Indenture.


If neither of the foregoing boxes is checked, the Registrar shall not be
obligated to register this Note in the name of any Person other than the Holder
hereof unless and until the conditions to any such transfer or registration set
forth herein and in Section 2.08 of the Indenture shall have been satisfied.


Date:                                  Signature:
     ----------------                             ----------------------------

     NOTICE:  The signature to this assignment must correspond with the name as
     written upon the face of the within-mentioned instrument in every
     particular, without alteration or any change whatsoever.





                                      A-15
<PAGE>   97
TO BE COMPLETED BY PURCHASER IF (a), ABOVE, IS CHECKED:


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


Dated:                             Signature:
       ------------                          ---------------------------
                                   NOTICE:  To be executed by an executive
                                   officer of the transferee


Signature Guarantee:
                     -------------------------------

     (Signature must be guaranteed by a financial institution that is a member
of the Securities Transfer Agent Medallion Program ("STAMP"), in accordance
with the Securities Exchange Act of 1934, as amended.)





                                      A-16
<PAGE>   98
                       OPTION OF HOLDER TO ELECT PURCHASE



     If you elect to have this Note purchased by the Company pursuant to
Section 4.15 of the Indenture, check the box:   [ ]


     If you elect to have this Note purchased by the Company pursuant to
Section 4.16 of the Indenture, check the box:   [ ]


     If you elect to have only part of the principal amount of this Note
purchased by the Company pursuant to Section 4.15 or 4.16 of the Indenture,
state the portion of such amount (multiples of $1,000 principal amount only):


     $_________________________.




Dated:                Your signature:

-------------------                     ---------------------------------
                                        (Sign exactly as name appears on
                                        the other side of this Note)



Signature Guarantee:
                    ----------------------------------------------


     (Signature must be guaranteed by a financial institution that is a member
of the Securities Transfer Agent Medallion Program ("STAMP"), in accordance
with the Securities Exchange Act of 1934, as amended.)





                                      A-17
<PAGE>   99
                                                                       EXHIBIT B

                      Form of Certificate to be Delivered

                          in Connection with Transfers

                            Pursuant to Regulation S


                                                                 _________, ____



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

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

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

Attention: Corporate Trust Administration


     Re:              Pool Energy Services Co. (the "Company")

                      8 5/8% Senior Subordinated Notes due 2008 (the "Notes")


Dear Sirs:


     In connection with our proposed sale of $150,000,000 aggregate principal
amount of the Notes, we confirm that such sale has been effected pursuant to
and in accordance with Regulation S under the Securities Act of 1933, as
amended, and, accordingly, we represent that:


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


     (2)              at the time the buy order was originated, the transferee
was outside the United States or we and any person acting on our behalf
reasonably believed that the transferee was outside the United States;


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


     (4)              the transaction is not part of a plan or scheme to evade
the registration requirements of the Securities Act of 1933.



     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.  Terms used in this certificate
have the meanings set forth in Regulation S.


                      Very truly yours,


                      [Name of Transferor]


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





<PAGE>   100
                                                                   EXHIBIT C

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



                            POOL ENERGY SERVICES CO.


                                      AND


                          THE GUARANTORS NAMED HEREIN





                             SERIES A AND SERIES B


                     8 5/8% SENIOR SUBORDINATED NOTES DUE 2008




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

                         FORM OF SUPPLEMENTAL INDENTURE


                          DATED AS OF __________, ____

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



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

                              MARINE MIDLAND BANK,


                                    TRUSTEE
                              --------------------

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



                                      C-1
<PAGE>   101
     This SUPPLEMENTAL INDENTURE, dated as of __________ ___, ____, is among
Pool Energy Services Co., a Texas corporation (the "Company"), each of the
parties identified under the caption "Guarantors" on the signature page hereto
(the "Guarantors") and Marine Midland Bank, as Trustee.


                                    RECITALS


     WHEREAS, the Company, the initial Guarantors and the Trustee entered into
an Indenture, dated as of March 31, 1998 (the "Indenture"), pursuant to which
the Company has originally issued $150,000,000 in principal amount of 8 5/8%
Senior Subordinated Notes due 2008 (the "Notes"); and


     WHEREAS, Section 9.01 of the Indenture provides that the Company and the
Trustee may amend or supplement the Indenture in order to execute and deliver a
guarantee (a "Note Guarantee") to comply with Section 4.17 thereof without the
consent of the Holders of the Notes; and


     WHEREAS, all acts and things prescribed by the Indenture, by law and by
the charter and the bylaws (or comparable constituent documents) of the
Company, of the Guarantors and of the Trustee necessary to make this
Supplemental Indenture a valid instrument legally binding on the Company, the
Guarantors and the Trustee, in accordance with its terms, have been duly done
and performed;


     NOW, THEREFORE, to comply with the provisions of the Indenture and in
consideration of the above premises, the Company, the Guarantors and the
Trustee covenant and agree for the equal and proportionate benefit of the
respective Holders of the Notes as follows:


                                   ARTICLE 1


     SECTION 1.01.  This Supplemental Indenture is supplemental to the
Indenture and does and shall be deemed to form a part of, and shall be
construed in connection with and as part of, the Indenture for any and all
purposes.


     SECTION 1.02.  This Supplemental Indenture shall become effective
immediately upon its execution and delivery by each of the Company, the
Guarantors and the Trustee.

                                   ARTICLE 2


     From this date, in accordance with Section 4.17 and by executing this
Supplemental Indenture, the Guarantors whose signatures appear below are
subject to the provisions of the Indenture to the extent provided for in
Article 11 thereunder.


                                   ARTICLE 3


     SECTION 3.01.  Except as specifically modified herein, the Indenture and
the Notes are in all respects ratified and  confirmed (mutatis mutandis) and
shall remain in full force and effect in accordance with their terms with all
capitalized terms used herein without definition having the same respective
meanings ascribed to them as in the Indenture.





                                      C-2
<PAGE>   102
     SECTION 3.02.  Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be
assumed, by the Trustee by reason of this Supplemental Indenture.  This
Supplemental Indenture is executed and accepted by the Trustee subject to all
the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made
applicable to the Trustee with respect hereto.

     SECTION 3.03.  THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE AND ENFORCE THIS SUPPLEMENTAL INDENTURE.


     SECTION 3.04.  The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of such
executed copies together shall represent the same agreement.


                         [NEXT PAGE IS SIGNATURE PAGE]





                                      C-3
<PAGE>   103
     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first written above.


                      POOL ENERGY SERVICES CO.



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



                      GUARANTORS:
                      ASSOCIATED PETROLEUM SERVICES, INC.
                      BIG 10 FISHING TOOL COMPANY, INC.
                      INTERNATIONAL AIR DRILLING COMPANY
                      KUUKPIK - POOL ARCTIC ALASKA
                              By:  Pool Alaska, Inc., d/b/a Pool Artic Alaska
                      PCNV, INC.
                      POOL ALASKA, INC.
                      POOL AMERICAS, INC.
                      POOL-AUSTRALIA, INC.
                      POOL CALIFORNIA ENERGY SERVICES, INC.
                      POOL COMPANY
                      POOL COMPANY HOUSTON LTD.
                              By:  Pool Company, General Partner

                      POOL COMPANY TEXAS, LTD.

                              By:  Pool Company, General Partner

                      POOL INTERNATIONAL, INC.
                      POOL PRODUCTION SERVICES, INC.
                      PTX, INC.


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


                      MARINE MIDLAND BANK,
                          as Trustee

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





                                      C-4