<PAGE>
                                                                     EXHIBIT 4.1



                      MARATHON GLOBAL FUNDING CORPORATION,
                                     Issuer



                            MARATHON OIL CORPORATION,
                                    Guarantor



                                       and



                              JPMORGAN CHASE BANK,
                                     Trustee





                                    INDENTURE


                                   ----------


                            Dated as of June 14, 2002


                                   ----------


                                 Debt Securities










<PAGE>



              RECONCILIATION AND TIE BETWEEN SECTIONS 3.10 THROUGH
                   3.18(a), INCLUSIVE, OF THE TRUST INDENTURE
                                   ACT OF 1939
                         AND SECTIONS OF THIS INDENTURE:

<Table>
<Caption>
    Section of
  Trust Indenture                                                                                 Sections of
    Act of 1939                                                                                    Indenture
  ---------------                                                                                 -----------
<S>                                                                                               <C>
Section 3.10 (a)(1).........................................................................        6.09
             (a)(2).........................................................................        6.09
             (a)(3).........................................................................        Not Applicable
             (a)(4).........................................................................        Not Applicable
             (a)(5).........................................................................        6.09
             (b)............................................................................        6.08, 6.10
Section 3.11 (a)............................................................................        6.13
             (b)............................................................................        6.13
             (c)............................................................................        Not Applicable
Section 3.12 (a)............................................................................        7.01, 7.02
             (b)............................................................................        7.02
             (c)............................................................................        7.02
Section 3.13 (a)............................................................................        7.03
             (b)............................................................................        7.03
             (c)............................................................................        7.03
             (d)............................................................................        7.03
Section 3.14 (a)............................................................................        7.04
             (a)(4).........................................................................        1.01, 10.04
             (b)............................................................................        Not Applicable
             (c)(1).........................................................................        1.02
             (c)(2).........................................................................        1.02
             (c)(3).........................................................................        Not Applicable
             (d)............................................................................        Not Applicable
             (e)............................................................................        1.02
Section 3.15 (a)............................................................................        6.01, 6.03
             (b)............................................................................        6.02
             (c)............................................................................        6.01
             (d)(1).........................................................................        6.01
             (d)(2).........................................................................        6.01, 6.03
             (d)(3).........................................................................        6.01, 6.03
             (e)............................................................................        5.14
Section 3.16 (a)(1)(A)......................................................................        5.02, 5.12
             (a)(1)(B)......................................................................        5.13
             (a)(2).........................................................................        Not Applicable
             (a) (last sentence)............................................................        1.01
             (b)............................................................................        5.08
             (c)............................................................................        1.04
Section 3.17 (a)(1).........................................................................        5.03
             (a)(2).........................................................................        5.04
             (b)............................................................................        10.03
Section 3.18 (a)............................................................................        1.07
</Table>

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

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



<PAGE>


                                Table of Contents

<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----


<S>                                                                                                          <C>
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.................................................1
      SECTION 1.01          Definitions...........................................................................1
      SECTION 1.02          Compliance Certificates and Opinions..................................................8
      SECTION 1.03          Form of Documents Delivered to Trustee................................................9
      SECTION 1.04          Acts of Holders; Record Dates.........................................................9
      SECTION 1.05          Notices, Etc., to Trustee, Company and Guarantor.....................................10
      SECTION 1.06          Notice to Holders; Waiver of Notice..................................................10
      SECTION 1.07          Conflict With Trust Indenture Act....................................................11
      SECTION 1.08          Effect of Headings and Table of Contents.............................................11
      SECTION 1.09          Successors and Assigns...............................................................11
      SECTION 1.10          Separability Clause..................................................................11
      SECTION 1.11          Benefits of Indenture; No Recourse Against Others....................................11
      SECTION 1.12          Governing Law........................................................................12
      SECTION 1.13          Legal Holidays.......................................................................12

ARTICLE II SECURITY FORMS........................................................................................12
      SECTION 2.01          Forms Generally......................................................................12
      SECTION 2.02          Form of Face of Security.............................................................12
      SECTION 2.03          Form of Reverse of Security..........................................................15
      SECTION 2.04          Form of Legend for Global Securities.................................................18
      SECTION 2.05          Form of Trustee's Certificate of Authentication......................................19

ARTICLE III THE SECURITIES.......................................................................................19
      SECTION 3.01          Amount Unlimited; Issuable in Series.................................................19
      SECTION 3.02          Denominations........................................................................22
      SECTION 3.03          Execution, Authentication, Delivery and Dating.......................................22
      SECTION 3.04          Temporary Securities.................................................................23
      SECTION 3.05          Registration, Registration of Transfer and Exchange..................................24
      SECTION 3.06          Mutilated, Destroyed, Lost and Stolen Securities.....................................25
      SECTION 3.07          Payment of Interest; Interest Rights Preserved.......................................26
      SECTION 3.08          Persons Deemed Owners................................................................27
      SECTION 3.09          Cancellation.........................................................................28
      SECTION 3.10          Computation of Interest..............................................................28

ARTICLE IV SATISFACTION AND DISCHARGE............................................................................28
      SECTION 4.01          Satisfaction and Discharge of Indenture..............................................28
      SECTION 4.02          Application of Trust Money...........................................................30

ARTICLE V REMEDIES...............................................................................................30
      SECTION 5.01          Events of Default....................................................................30
      SECTION 5.02          Acceleration of Maturity; Rescission and Annulment...................................32
      SECTION 5.03          Collection of Indebtedness and Suits for Enforcement by Trustee......................33
</Table>



                                       i

<PAGE>

<Table>
<S>                                                                                                          <C>
      SECTION 5.04          Trustee May File Proofs of Claim.....................................................33
      SECTION 5.05          Trustee May Enforce Claims Without Possession of Securities..........................34
      SECTION 5.06          Application of Money Collected.......................................................34
      SECTION 5.07          Limitation on Suits..................................................................35
      SECTION 5.08          Unconditional Right of Holders to Receive Principal, Premium and Interest............36
      SECTION 5.09          Restoration of Rights and Remedies...................................................36
      SECTION 5.10          Rights and Remedies Cumulative.......................................................36
      SECTION 5.11          Delay or Omission Not Waiver.........................................................36
      SECTION 5.12          Control by Holders...................................................................36
      SECTION 5.13          Waiver of Past Defaults..............................................................37
      SECTION 5.14          Undertaking for Costs................................................................37
      SECTION 5.15          Waiver of Usury, Stay or Extension Laws..............................................37

ARTICLE VI THE TRUSTEE...........................................................................................38
      SECTION 6.01          Certain Duties and Responsibilities..................................................38
      SECTION 6.02          Notice of Defaults...................................................................38
      SECTION 6.03          Certain Rights of Trustee............................................................38
      SECTION 6.04          Not Responsible for Recitals or Issuance of Securities...............................39
      SECTION 6.05          May Hold Securities..................................................................40
      SECTION 6.06          Money Held in Trust..................................................................40
      SECTION 6.07          Compensation, Reimbursement and Indemnification......................................40
      SECTION 6.08          Conflicting Interests................................................................41
      SECTION 6.09          Corporate Trustee Required; Eligibility..............................................41
      SECTION 6.10          Resignation and Removal; Appointment of Successor....................................41
      SECTION 6.11          Acceptance of Appointment by Successor...............................................43
      SECTION 6.12          Merger, Conversion, Consolidation or Succession to Business..........................44
      SECTION 6.13          Preferential Collection of Claims Against Company or the Guarantor...................44
      SECTION 6.14          Appointment of Authenticating Agent..................................................44

ARTICLE VII HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR.........................................46
      SECTION 7.01          Company to Furnish Trustee Names and Addresses of Holders............................46
      SECTION 7.02          Preservation of Information; Communications to Holders...............................47
      SECTION 7.03          Reports by Trustee...................................................................47
      SECTION 7.04          Reports by Company and the Guarantor.................................................47

ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE................................................48
      SECTION 8.01          Guarantor May Consolidate, Etc., Only on Certain Terms...............................48
      SECTION 8.02          Successor Substituted................................................................48
      SECTION 8.03          Assignment by and Substitution of the Company........................................49
      SECTION 8.04          Trustee Entitled to Opinion..........................................................49

ARTICLE IX SUPPLEMENTAL INDENTURES...............................................................................49
      SECTION 9.01          Supplemental Indentures Without Consent of Holders...................................49
</Table>



                                       ii

<PAGE>


<Table>
<S>                                                                                                          <C>
      SECTION 9.02          Supplemental Indentures With Consent of Holders......................................51
      SECTION 9.03          Execution of Supplemental Indentures.................................................52
      SECTION 9.04          Effect of Supplemental Indentures....................................................52
      SECTION 9.05          Conformity With Trust Indenture Act..................................................52
      SECTION 9.06          Reference in Securities to Supplemental Indentures...................................52

ARTICLE X COVENANTS..............................................................................................52
      SECTION 10.01         Payment of Principal, Premium and Interest...........................................52
      SECTION 10.02         Maintenance of Office or Agency......................................................53
      SECTION 10.03         Money for Securities Payments to be Held in Trust....................................53
      SECTION 10.04         Statement by Officers as to Default..................................................54
      SECTION 10.05         Mortgage of Certain Property.........................................................54
      SECTION 10.06         Sale and Leaseback of Certain Properties.............................................56
      SECTION 10.07         Waiver of Certain Covenants..........................................................57

ARTICLE XI REDEMPTION OF SECURITIES..............................................................................58
      SECTION 11.01         Applicability of Article.............................................................58
      SECTION 11.02         Election to Redeem; Notice to Trustee................................................58
      SECTION 11.03         Selection by Trustee of Securities to be Redeemed....................................58
      SECTION 11.04         Notice of Redemption.................................................................59
      SECTION 11.05         Deposit of Redemption Price..........................................................59
      SECTION 11.06         Securities Payable on Redemption Date................................................60
      SECTION 11.07         Securities Redeemed in Part..........................................................60

ARTICLE XII SINKING FUNDS........................................................................................60
      SECTION 12.01         Applicability of Article.............................................................60
      SECTION 12.02         Satisfaction of Sinking Fund Payments with Securities................................61
      SECTION 12.03         Redemption of Securities for Sinking Fund............................................61

ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE..................................................................61
      SECTION 13.01         Company's Option to Effect Defeasance or Covenant Defeasance.........................61
      SECTION 13.02         Defeasance and Discharge.............................................................62
      SECTION 13.03         Covenant Defeasance..................................................................62
      SECTION 13.04         Conditions to Defeasance or Covenant Defeasance......................................63
      SECTION 13.05         Deposited Money and U.S. Government Obligations to Be Held in Trust;
                            Miscellaneous Provisions.............................................................65
      SECTION 13.06         Reinstatement........................................................................66

ARTICLE XIV GUARANTEES...........................................................................................66
      SECTION 14.01         Guarantees...........................................................................66
      SECTION 14.02         Proceedings Against the Guarantor....................................................68
      SECTION 14.03         Guarantees for Benefit of Holders....................................................68
</Table>


                                      iii

<PAGE>


         INDENTURE, dated as of June 14, 2002, among MARATHON GLOBAL FUNDING
CORPORATION, a Nova Scotia unlimited liability company (the "Company"), having
its principal office at 5555 San Felipe Road, Houston, Texas 77056-2723,
MARATHON OIL CORPORATION, a Delaware Corporation (the "Guarantor"), having its
principal office at 5555 San Felipe Road, Houston, Texas 77056-2723, and
JPMORGAN CHASE BANK, a corporation duly organized and existing under the laws of
the State of New York, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures, notes
or other evidences of indebtedness (herein called the "Securities"), to be
issued in one or more series as in this Indenture provided. The Guarantor has
duly authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of the Guarantees.

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities and the Guarantees by the Holders thereof, it is mutually agreed, for
the equal and proportionate benefit of all Holders of the Securities or of
series thereof, as follows:

                                   ARTICLE I
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 1.01 Definitions.

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

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

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

         (3)      all accounting terms not otherwise defined herein have the
                  meanings assigned to them in accordance with generally
                  accepted accounting principles in the United States of
                  America, and, except as otherwise expressly provided herein,
                  the term "generally accepted accounting principles" with
                  respect to any computation required or permitted hereunder
                  shall mean such accounting principles as are generally
                  accepted in the United States of America at the date of such
                  computation;



                                       1

<PAGE>

         (4)      unless the context otherwise requires, any reference to an
                  "Article" or a "Section" refers to an Article or a Section, as
                  the case may be, of this Indenture; and

         (5)      the words "herein," "hereof" and "hereunder" and other words
                  of similar import refer to this Indenture as a whole and not
                  to any particular Article, Section or other subdivision of
                  this Indenture.

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

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

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

         "Board of Directors," when used with reference to the Company or the
Guarantor, means the board of directors of the Company or the Guarantor, as the
case may be, or any duly authorized committee of that board.

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

         "Business Day," when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

         "Commission" means the Securities and Exchange Commission.

         "Company" means Marathon Global Funding Corporation until a successor
corporation shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Company" shall mean that successor corporation.

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by two Officers of the Company and, in the
case of a Company Order pursuant to Section 3.01 or 3.03, also in the name of
the Guarantor, by an Officer of the Guarantor, and delivered to the Trustee.

         "Consolidated Net Tangible Assets" means the aggregate value of all
assets of the Guarantor and its Subsidiaries after deducting therefrom (i) all
current liabilities (excluding all long-term debt due within one year), (ii) all
investments in unconsolidated subsidiaries and all investments accounted for on
the equity basis, and (iii) all goodwill, patents and trademarks, unamortized
debt discounts and other similar intangibles (all determined in conformity with




                                       2
<PAGE>

generally accepted accounting principles and calculated on a basis consistent
with the Guarantor's most recent audited consolidated financial statements).

         "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which at the date of original execution of this Indenture is located at JPMorgan
Chase Bank, 600 Travis Street, Suite 1150, Houston, Texas 77002, Attention: Mr.
Gary Jones, except that, with respect to presentation of securities for payment
or registration of transfers or exchanges, such term means the office or agency
of the Trustee located at JPMorgan Chase Bank, 55 Water Street, North Building,
Room 234, New York, New York 10041.

         "corporation" includes associations, corporations, companies, limited
liability companies, unlimited companies and business trusts.

         "Covenant Defeasance" has the meaning specified in Section 13.03.

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

         "Defeasance" has the meaning specified in Section 13.02.

         "Depositary" means, with respect to Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 3.01.

         "Dollar" means the coin or currency of the United States as at the time
of payment is legal tender for the payment of public and private debts.

         "Establishment Action" shall mean

                  (i)      resolution duly adopted by the Company's board of
                           directors establishing one or more series of
                           Securities and authorizing the issuance of any
                           Security or

                  (ii)     a resolution or action by a committee, officer or
                           employee of the Company, establishing one or more
                           series of Securities and/or authorizing the issuance
                           of any Security, in each case, pursuant to a
                           resolution duly adopted by the Company's board of
                           directors.

         "Event of Default" has the meaning specified in Section 5.01.

         "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.

         "Foreign Currency" means a currency of the government, or governments,
of any country, or countries, other than the United States of America.




                                       3
<PAGE>

         "Foreign Government Obligations" means, with respect to the Securities
of any series that are denominated in a Foreign Currency, securities that are

                  (i)      direct obligations of the government, or governments,
                           that issued or caused to be issued such currency for
                           the payment of which obligations its, or their, full
                           faith and credit is pledged or

                  (ii)     obligations of a Person controlled or supervised by
                           and acting as an agency or instrumentality of such
                           government, or governments, the timely payment of
                           which is unconditionally guaranteed as a full faith
                           and credit obligation by such government, or
                           governments,

which, in either case under clause (i) or (ii), are not callable or redeemable
at the option of the issuer thereof.

         "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 2.04 (or such
legend as may be specified as contemplated by Section 3.01 for such Securities).

         "Guarantee" shall mean the guarantee of the Company's obligations under
the Securities by the Guarantor as provided in Article XIV.

         "Guarantor" means Marathon Oil Corporation until a successor Person
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter "Guarantor" shall mean such successor Person.

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

         "Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto.

         "interest," when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

         "Interest Payment Date," when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

         "Maturity," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

         "Mortgage" means, as the context may require, (i) to mortgage, pledge,
encumber or subject to a lien or (ii) a mortgage, pledge, encumbrance or lien.

         "Notice of Default" means a written notice of the kind specified in
Section 5.01(4).





                                       4
<PAGE>

         "Officer" means, with respect to any Person, the Chairman of the Board,
any Vice Chairman of the Board, the Chief Executive Officer, the President, the
Chief Operating Officer, the Chief Financial Officer, any Vice President, the
Treasurer, any Assistant Treasurer, the Comptroller, any Assistant Comptroller,
the Secretary or any Assistant Secretary of such Person.

         "Officers' Certificate" means a certificate signed by two Officers of a
Person and, in the case of an Officers' Certificate of the Company pursuant to
Section 3.01 or 3.03, also by an Officer of the Guarantor, and delivered to the
Trustee. One of the officers signing an Officers' Certificate given pursuant to
Section 10.04 shall be the principal executive, financial or accounting officer
of the Company.

         "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of, or counsel to, the Company or the Guarantor, and who shall be
reasonably acceptable to the Trustee.

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

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

                  (i)      Securities theretofore cancelled by the Trustee or
                           delivered to the Trustee for cancellation;

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

                  (iii)    Securities as to which Defeasance has been effected
                           pursuant to Section 13.02; and

                  (iv)     Securities which have been paid pursuant to Section
                           3.06 or issued in exchange for or in lieu of which
                           other Securities have been authenticated and
                           delivered pursuant to this Indenture, other than any
                           such Securities in respect of which there shall have
                           been presented to the Trustee proof satisfactory to
                           it that such Securities are held by a bona fide
                           purchaser in whose hands such Securities are valid
                           obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date:




                                       5
<PAGE>

                  (A)      the principal amount of an Original Issue Discount
                           Security which shall be deemed to be Outstanding
                           shall be the amount of the principal thereof which
                           would be due and payable as of such date of such
                           determination upon acceleration of the Maturity
                           thereof to such date pursuant to Section 5.02;

                  (B)      if, as of such date, the principal amount payable at
                           the Stated Maturity of a Security is not
                           determinable, the principal amount of such Security
                           which shall be deemed to be Outstanding shall be the
                           amount as specified or determined as contemplated by
                           Section 3.01;

                  (C)      the principal amount of a Security denominated in one
                           or more foreign currencies or currency units which
                           shall be deemed to be Outstanding shall be the U.S.
                           dollar equivalent, determined as of such date in the
                           manner provided as contemplated by Section 3.01, of
                           the principal amount of such Security (or, in the
                           case of a Security described in clause (A) or (B)
                           above, of the amount determined as provided in such
                           clause); and

                  (D)      Securities owned by the Company, the Guarantor or any
                           other obligor upon the Securities or any Affiliate of
                           the Company, the Guarantor or of such other obligor
                           shall be disregarded and deemed not to be
                           Outstanding, except that, in determining whether the
                           Trustee shall be protected in relying upon any such
                           request, demand, authorization, direction, notice,
                           consent, waiver or other action, only Securities
                           which the Trustee knows to be so owned shall be so
                           disregarded.

         Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company, the Guarantor or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

         "Paying Agent" means the Company or any Person authorized by the
Company to pay the principal of and/or any premium or interest on any Securities
on behalf of the Company.

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

         "Place of Payment," when used with respect to the Securities of any
series, means the place or places where the principal of and/or any premium or
interest on the Securities of that series are payable as specified as
contemplated by Section 3.01(6).

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





                                       6
<PAGE>

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

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

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.

         "Responsible Officer," when used with respect to the Trustee, means an
officer in the Institutional Trust Services department of the Trustee having
direct responsibility for administration of this Indenture.

         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

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

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

         "Stated Maturity," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

         "Subsidiary" means a corporation more than 50% of the outstanding
Voting Stock of which is owned, directly or indirectly, by the Guarantor or by
one or more other Subsidiaries, or by the Guarantor and one or more other
Subsidiaries.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; 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 amendment, the Trust
Indenture Act of 1939 as so amended.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

         "United States" means the United States of America (including the
states and the District of Columbia) and its possessions at the relevant date.
As of the date of this Indenture, the







                                       7
<PAGE>

possessions of the United States include Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands.

         "U.S. Government Obligation" has the meaning specified in Section
13.04.

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

         "Voting Power" means the total voting power represented by all
outstanding shares of all classes of Voting Stock.

         "Voting Stock" means a corporation's stock of any class or classes
(however designated), including membership interests, membership shares or other
similar equity interests, having ordinary Voting Power for the election of the
directors of such corporation, other than stock having such power only by reason
of the happening of a contingency.

         SECTION 1.02 Compliance Certificates and Opinions.

         Upon any application or request by the Company, the Guarantor or both
of them to the Trustee to take any action under any provision of this Indenture,
the Company, the Guarantor or both of them, as the case may be, shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company or the
Guarantor, or an Opinion of Counsel, if to be given by counsel, and shall comply
with the requirements of the Trust Indenture Act and any other requirements set
forth in this Indenture.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates
provided for in Section 10.04) shall include,

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

         (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 each such individual, 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 the opinion of each such
                  individual, such condition or covenant has been complied with.





                                       8
<PAGE>

         SECTION 1.03 Form of Documents Delivered to Trustee.

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

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

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

         SECTION 1.04 Acts of Holders; Record Dates.

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

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





                                       9
<PAGE>

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

         Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee, the Company or the
Guarantor in reliance thereon, whether or not notation of such action is made
upon such Security.

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

         SECTION 1.05 Notices, Etc., to Trustee, Company and Guarantor.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

         (1)      the Trustee by any Holder, the Company or the Guarantor shall
                  be sufficient for every purpose hereunder if made, given,
                  furnished or filed in writing to or with and received by the
                  Trustee at its Corporate Trust Office, or

         (2)      the Company or the Guarantor by the Trustee or any Holder
                  shall be sufficient for every purpose hereunder (unless
                  otherwise herein expressly provided) if in writing and mailed,
                  first-class postage prepaid, to the address last furnished in
                  writing to the Trustee by the Company or the Guarantor, or, if
                  no such address has been furnished, Treasurer, Marathon Oil
                  Corporation, 5555 San Felipe Road, Houston, Texas 77056-2723.

         SECTION 1.06 Notice to Holders; Waiver of Notice.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at the address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be






                                       10
<PAGE>

the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

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

         SECTION 1.07 Conflict With Trust Indenture Act.

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

         SECTION 1.08 Effect of Headings and Table of Contents.

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

         SECTION 1.09 Successors and Assigns.

         All covenants and agreements in this Indenture by the Company and the
Guarantor shall bind its successors and assigns, whether so expressed or not.

         SECTION 1.10 Separability Clause.

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

         SECTION 1.11 Benefits of Indenture; No Recourse Against Others.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture. A director, officer, employee, stockholder,
partner or other owner of the Company, the Guarantor or the Trustee, as such,
shall not have any liability for any obligations of the Company under the
Securities, for any obligations of the Guarantor under the Guarantees, or for
any obligations of the Company, the Guarantor or the Trustee under this
Indenture or for any claim based on, in respect of or by reason of those
obligations or their creation. Each Holder by accepting a Security waives and
releases all that liability. The waiver and release shall be part of the
consideration for the issue of Securities.





                                       11
<PAGE>

         SECTION 1.12 Governing Law.

         THIS INDENTURE, THE SECURITIES AND THE GUARANTEES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREUNDER TO THE EXTENT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

         SECTION 1.13 Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity.

                                   ARTICLE II
                                 SECURITY FORMS

         SECTION 2.01 Forms Generally.

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

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

         SECTION 2.02 Form of Face of Security.

         [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

                       MARATHON GLOBAL FUNDING CORPORATION
                          [Insert title of the Series]

         No.____________                                         $____________





                                       12
<PAGE>

                  MARATHON GLOBAL FUNDING CORPORATION, an unlimited liability
         company duly organized and existing under the laws of the Province of
         Nova Scotia, Canada (herein called the "Company," which term includes
         any successor Person under the Indenture hereinafter referred to), for
         value received, hereby promises to pay to ________________, or
         registered assigns, the principal sum of ________________ Dollars on
         ________________ [if the Security is to bear interest prior to
         Maturity, insert -- , and to pay interest thereon from ________________
         or from the most recent Interest Payment Date to which interest has
         been paid or duly provided for, semi-annually on ________________ and
         ________________ in each year, commencing ____________, at the rate of
         ____% per annum, until the principal hereof is paid or made available
         for payment [if applicable, insert -- , provided that any principal and
         premium, and any such installment of interest, which is overdue shall
         bear interest at the rate of ____% per annum (to the extent that the
         payment of such interest shall be legally enforceable), from the dates
         such amounts are due until they are paid or made available for payment,
         and such interest shall be payable on demand]. The interest so payable,
         and punctually paid or duly provided for, on any Interest Payment Date
         will, as provided in such Indenture, be paid to the Person in whose
         name this Security (or one or more Predecessor Securities) is
         registered at the close of business on the Regular Record Date for such
         interest, which shall be the ________________ or ________________
         (whether or not a Business Day), as the case may be, next preceding
         such Interest Payment Date. Any such interest not so punctually paid or
         duly provided for will forthwith cease to be payable to the Holder on
         such Regular Record Date and may either be paid to the Person in whose
         name this Security (or one or more Predecessor Securities) is
         registered at the close of business on a Special Record Date for the
         payment of such Defaulted Interest to be fixed by the Trustee, notice
         whereof shall be given to Holders of Securities of this series not less
         than 10 days prior to such Special Record Date, or be paid at any time
         in any other lawful manner not inconsistent with the requirements of
         any securities exchange on which the Securities of this series may be
         listed, and upon such notice as may be required by such exchange, all
         as more fully provided in said Indenture].

                  [If the Security is not to bear interest prior to Maturity,
         insert -- The principal of this Security shall not bear interest except
         in the case of a default in payment of principal upon acceleration,
         upon redemption or at Stated Maturity and in such case the overdue
         principal and any overdue premium shall bear interest at the rate of
         ____% per annum (to the extent that the payment of such interest shall
         be legally enforceable), from the dates such amounts are due until they
         are paid or made available for payment. Interest on any overdue
         principal or premium shall be payable on demand. [Any such interest on
         overdue principal or premium which is not paid on demand shall bear
         interest at the rate of ___% per annum (to the extent that the payment
         of such interest on interest shall be legally enforceable), from the
         date of such demand until the amount so demanded is paid or made
         available for payment. Interest on any overdue interest shall be
         payable on demand.]]

                  Payment of the principal of (and premium, if any) and [if
         applicable, insert -- any such] interest on this Security will be made
         at the office or agency of the Company maintained for that purpose in
         ________________, in such [coin or currency of the United States of
         America] [Foreign Currency, consistent with the provisions below,] as
         at






                                       13
<PAGE>

         the time of payment is legal tender for payment of public and private
         debts [if applicable, insert -- ; provided, however, that at the option
         of the Company payment of interest may be made by check mailed to the
         address of the Person entitled thereto as such address shall appear in
         the Security Register or by electronic funds transfer to an account
         maintained by the Person entitled thereto as specified in the Security
         Register, provided that such Person shall have given the Trustee
         written instructions].

                  [If the security is payable in a foreign currency, insert the
         appropriate provision.]

                  The Guarantor hereby fully and unconditionally guarantees on a
         senior basis to the Holders from time to time (a) the full and punctual
         payment of the principal of any Security when and as the same shall
         become due, whether at Stated Maturity thereof, by acceleration,
         redemption or otherwise, or in the event of default or any sinking fund
         payment, and (b) the full and punctual payment of any interest on any
         Security when and as the same shall become due, subject to any
         applicable grace period.

                  Reference is hereby made to the further provisions of this
         Security set forth on the reverse hereof, which further provisions
         shall for all purposes have the same effect as if set forth at this
         place.

                  Unless the certificate of authentication hereon has been
         executed by the Trustee referred to on the reverse hereof by manual
         signature, this Security shall not be entitled to any benefit under the
         Indenture or be valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
         be duly executed under its corporate seal.

                  Dated:_______________________.

                               MARATHON GLOBAL FUNDING
                               CORPORATION, as Issuer



                               By
                                 ----------------------------------------------

                               Attest:

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



                               MARATHON OIL CORPORATION, as Guarantor



                               By
                                 ----------------------------------------------

                               Attest:

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




                                       14
<PAGE>

         SECTION 2.03 Form of Reverse of Security.

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of __________________, 20__ (herein called
the "Indenture," which term shall have the meaning assigned to it in such
instrument), among the Company, as Issuer, Marathon Oil Corporation, as
Guarantor, and JPMorgan Chase Bank, as Trustee (herein called the "Trustee,"
which term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Guarantor, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [if applicable,
insert -- , limited in aggregate principal amount to $________].

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
(1) on ________________ in any year commencing with the year ________ and ending
with the year ________ through operation of the sinking fund for this series at
a Redemption Price equal to 100% of the principal amount, and (2)] at any time
[if applicable, insert -- on or after ________________, 20____], as a whole or
in part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount): If redeemed [if applicable,
insert -- on or before ___________________, ____%, and if redeemed] during the
12-month period beginning ________________ of the years indicated,

<Table>
<Caption>
                                        Redemption                                                Redemption
             Year                          Price                      Year                           Price
             ----                       ----------                    ----                        ----------
<S>                                     <C>                           <C>                         <C>



</Table>

and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ________________
in any year commencing with the year ______ and ending with the year ______
through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below, and (2) at any time [if





                                       15
<PAGE>

applicable, insert -- on or after ______], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning ________________ of the years indicated,

<Table>
<Caption>
                                                                                          Redemption Price
                                                   Redemption Price                   for Redemption Otherwise
                                                for Redemption Through                 Than Through Operation
                 Year                        Operation of the Sinking Fund              of the Sinking Fund
                 ----                        -----------------------------            ------------------------
<S>                                          <C>                                      <C>



</Table>

and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Regular Record Dates or Special Record Dates referred to on the face hereof, all
as provided in the Indenture.]

         [If applicable, insert -- The sinking fund for this series provides for
the redemption on __________ in each year beginning with the year ______ and
ending with the year ______ of [if applicable, insert -- not less than $________
("mandatory sinking fund") and not more than] $________ aggregate principal
amount of Securities of this series. Securities of this series acquired or
redeemed by the Company or the Guarantor otherwise than through [if applicable,
insert -- mandatory] sinking fund payments may be credited against subsequent
[if applicable, insert -- mandatory] sinking fund payments otherwise required to
be made [if applicable, insert -- , in the inverse order in which they become
due].]

         [If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

         [If applicable, insert -- The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]

         [If the Security is an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's and the Guarantor's







                                       16
<PAGE>

obligations in respect of the payment of the principal of and premium and
interest, if any, on the Securities of this series shall terminate.]

         [If applicable, insert a paragraph regarding the indexing of the
Security.]

         The Indenture contains provisions permitting the Company, the Guarantor
and the Trustee to modify the Indenture or any supplemental indenture without
the consent of the Holders for one or more of the following purposes: (1) to
evidence the succession of another corporation to the Company or the Guarantor;
(2) to add to the covenants of the Company or the Guarantor; (3) to add
additional events of default for the benefit of Holders of all or any series of
Securities; (4) to add to or change provisions of the Indenture to allow the
issuance of Securities in other forms; (5) to add to, change or eliminate any of
the provisions of the Indenture in respect of one or more series of Securities
thereunder, under certain conditions specified therein; (6) to secure the
Securities pursuant to the requirements of Section 10.05 of the Indenture or
otherwise; (7) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 3.01 of the Indenture; (8) to evidence the
appointment of a successor Trustee; and (9) to cure any ambiguity, to correct or
supplement any provision of the Indenture which may be defective or inconsistent
with any other provision of the Indenture, or to make any other provisions with
respect to matters or questions arising under the Indenture as shall not
adversely affect the interests of the Holders in any material respect.

         The Indenture also permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the Guarantor and the rights of the Holders of
the Securities of each series to be affected under the Indenture at any time by
the Company, the Guarantor and the Trustee with the consent of the Holders of
not less than a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company and
the Guarantor with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted






                                       17
<PAGE>

by the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company or the
Guarantor, as applicable, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Security at the times, place
and rate, and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $________ and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Guarantor, the Trustee and any agent of the Company, the
Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         SECTION 2.04 Form of Legend for Global Securities.

         Unless otherwise specified as contemplated by Section 3.01 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

                  This Security is a Global Security within the meaning of the
         Indenture hereinafter referred to and is registered in the name of a
         Depositary or a nominee thereof. This Security may not be exchanged in
         whole or in part for a Security registered, and no transfer of this
         Security in whole or in part may be registered, in the name of any
         Person other than such Depositary or a nominee thereof, except in the
         limited circumstances described in the Indenture.





                                       18
<PAGE>

         SECTION 2.05 Form of Trustee's Certificate of Authentication.

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

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

                                   JPMORGAN CHASE BANK,
                                   As Trustee


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

                                  ARTICLE III
                                 THE SECURITIES

         SECTION 3.01 Amount Unlimited; Issuable in Series.

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

         The Securities may be issued from time to time in one or more series.
The terms of each series of Securities shall be either:

         (i)      established in an Establishment Action; or

         (ii)     established in one or more indentures supplemental hereto,
                  prior to the issuance of Securities of any series.

Such Establishment Action or supplemental indenture shall provide:

         (1)      the title of the Securities of the series (which shall
                  distinguish the Securities of the series from Securities of
                  any other series) and a statement that the Securities will be
                  offered pursuant to this Indenture;

         (2)      any limit upon the aggregate principal amount of the
                  Securities of the series which may be authenticated and
                  delivered under this Indenture (except for Securities
                  authenticated and delivered upon registration of transfer of,
                  or in exchange for, or in lieu of, other Securities of the
                  series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and
                  except for any Securities which, pursuant to Section 3.03, are
                  deemed never to have been authenticated and delivered
                  hereunder) and the price (expressed as a percentage of the
                  aggregate principal amount thereof) at which the Securities of
                  the series will be issued;

         (3)      the Person to whom any interest on a Security of the series
                  shall be payable, if other than the Person in whose name that
                  Security (or one or more Predecessor





                                       19
<PAGE>

                  Securities) is registered at the close of business on the
                  Regular Record Date for such interest;

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

         (5)      the rate or rates at which any Securities of the series shall
                  bear interest, if any, the date or dates from which any such
                  interest shall accrue, the Interest Payment Dates on which any
                  such interest shall be payable and the Regular Record Date for
                  any such interest payable on any Interest Payment Date;

         (6)      the place or places where the principal of and/or any premium
                  or interest on any Securities of the series shall be payable;

         (7)      the period or periods within which, the price or prices at
                  which, the currency or currencies (including currency units)
                  in which and the other terms and conditions upon which any
                  Securities of the series may be redeemed, in whole or in part,
                  at the option of the Company and, if other than by a Board
                  Resolution, the manner in which any election by the Company to
                  redeem the Securities shall be evidenced;

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

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

         (10)     if the amount of principal of or any premium or interest on
                  any Securities of the series may be determined with reference
                  to an index, pursuant to a formula or other method, the manner
                  in which such amounts shall be determined;

         (11)     if other than the currency of the United States of America,
                  the currency, currencies or currency units in which the
                  principal of or any premium or interest on any Securities of
                  the series shall be payable and the manner of determining the
                  equivalent thereof in the currency of the United States of
                  America for any purpose, including for purposes of the
                  definition of "Outstanding" in Section 1.01;

         (12)     if the principal of or any premium or interest on any
                  Securities of the series is to be payable, at the election of
                  the Company or the Holder thereof, in one or more currencies
                  or currency units other than that or those in which such
                  Securities are stated to be payable, the currency, currencies
                  or currency units in which the principal of or any premium or
                  interest on such Securities as to which such election is made
                  shall be payable, the periods within which and the terms and
                  conditions upon which such election is to be made and the
                  amount so payable (or the manner in which such amount shall be
                  determined);





                                       20
<PAGE>

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

         (14)     if the principal amount payable at the Stated Maturity of any
                  Securities of the series will not be determinable as of any
                  one or more dates prior to the Stated Maturity, the amount
                  which shall be deemed to be the principal amount of such
                  Securities as of any such date for any purpose thereunder or
                  hereunder, including the principal amount thereof which shall
                  be due and payable upon any Maturity other than the Stated
                  Maturity or which shall be deemed to be Outstanding as of any
                  date prior to the Stated Maturity (or, in any such case, the
                  manner in which such amount deemed to be the principal amount
                  shall be determined);

         (15)     if applicable, that the Securities of the series, in whole or
                  any specified part, shall be defeasible pursuant to Section
                  13.02 or Section 13.03 or both such Sections (or, if
                  defeasible by another method, such other method) and, if other
                  than by an action pursuant to a Board Resolution, the manner
                  in which any election by the Company to defease such
                  Securities shall be evidenced;

         (16)     if applicable, that any Securities of the series shall be
                  issuable in whole or in part in the form of one or more Global
                  Securities and, in such case, the respective Depositaries for
                  such Global Securities, the form of any legend or legends
                  which shall be borne by any such Global Security in addition
                  to or in lieu of that set forth in Section 2.04 and any
                  circumstances in addition to or in lieu of those set forth in
                  clause (2) of the last paragraph of Section 3.05 in which any
                  such Global Security may be exchanged in whole or in part for
                  Securities registered, and any transfer of such Global
                  Security in whole or in part may be registered, in the name or
                  names of Persons other than the Depositary for such Global
                  Security or a nominee thereof;

         (17)     any addition to or change in the Events of Default which
                  applies to any Securities of the series and any change in the
                  right of the Trustee or the requisite Holders of such
                  Securities to declare the principal amount thereof due and
                  payable pursuant to Section 5.02;

         (18)     any addition to or change in the covenants set forth in
                  Article X which applies to Securities of the series; and

         (19)     any other terms of the series (which terms shall not be
                  inconsistent with the provisions of this Indenture, except as
                  permitted by Section 9.01(5)).

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in the
Establishment Action referred to above or in any indenture supplemental hereto.
The Company shall provide to the Trustee a copy of any such Establishment
Action.





                                       21
<PAGE>

         SECTION 3.02 Denominations.

         The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 3.01. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

         SECTION 3.03 Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by an Officer
of the Company and on behalf of the Guarantor, by an Officer of the Guarantor,
under their respective corporate seals reproduced thereon which may, but need
not, be attested. The signature of any of these officers on the Securities may
be manual or facsimile. The seal may be in the form of a facsimile thereof and
may be impressed, affixed, imprinted or otherwise reproduced on the Security,
and the failure to affix the seal of the Company or the Guarantor shall not
affect the validity of the Securities or the Guarantees.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company and the Guarantor to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established by one or more Establishment Actions as permitted by Sections 2.01
and 3.01, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon, an Opinion of Counsel stating:

         (1)      if the form of such Securities has been established by an
                  Establishment Action as permitted by Section 2.01, that such
                  form has been established in conformity with the provisions of
                  this Indenture;

         (2)      if the terms of such Securities have been established by an
                  Establishment Action as permitted by Section 3.01, that such
                  terms have been established in conformity with the provisions
                  of this Indenture; and

         (3)      that, when authenticated and delivered by the Trustee and
                  issued by the Company in the manner and subject to any
                  conditions specified in such Opinion of Counsel, such
                  Securities and the related Guarantees will constitute valid
                  and legally binding obligations of the Company and the
                  Guarantor, respectively, enforceable in accordance with their
                  respective terms, subject to bankruptcy, insolvency,
                  fraudulent transfer, reorganization, moratorium and similar
                  laws of general





                                       22
<PAGE>

                  applicability relating to or affecting creditors' rights and
                  to general equity principles.

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

         Notwithstanding the provisions of Section 3.01 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Establishment Action otherwise
required pursuant to Section 3.01 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

         Each Security shall be dated as of the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 3.09, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture or the related Guarantees.

         SECTION 3.04 Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Company and the Guarantor may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

         If temporary Securities of any series are issued, the Company and the
Guarantor will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series, the Company and the
Guarantor shall execute and the Trustee shall authenticate and deliver in
exchange therefor one or more definitive Securities of the same series, of any
authorized denominations and of like tenor and aggregate principal amount. Until




                                       23
<PAGE>

so exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture and the related Guarantees as
definitive Securities of such series and tenor.

         SECTION 3.05 Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept in an office or agency of the
Company in a Place of Payment a register (the register maintained in any such
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and for transfers of Securities. The Trustee, or any
other party serving in such capacity with the Trustee's consent, is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

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

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

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

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

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

         If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Company shall not be required (A) to issue,
register the transfer of or exchange any Securities of that series (or of that
series and specified tenor, as the case may be) during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 11.03
and ending at the





                                       24
<PAGE>

close of business on the day of such mailing, or (B) to register the transfer of
or exchange any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part.

         The provisions of the following clauses shall apply only to Global
Securities:

         (1)      Each Global Security authenticated under this Indenture shall
                  be registered in the name of the Depositary designated for
                  such Global Security or a nominee thereof and delivered to
                  such Depositary or a nominee thereof or custodian therefor,
                  and each such Global Security shall constitute a single
                  Security for all purposes of this Indenture.

         (2)      Notwithstanding any other provision in this Indenture, no
                  Global Security may be exchanged in whole or in part for
                  Securities registered, and no transfer of a Global Security in
                  whole or in part may be registered, in the name of any Person
                  other than the Depositary for such Global Security or a
                  nominee thereof unless:

                  (A)      such Depositary

                           (i)      has notified the Company that it is
                                    unwilling or unable to continue as
                                    Depositary for such Global Security or

                           (ii)     has ceased to be a clearing agency
                                    registered under the Exchange Act;

                  (B)      there shall have occurred and be continuing an Event
                           of Default with respect to such Global Security; or

                  (C)      there shall exist such circumstances, if any, in
                           addition to or in lieu of the foregoing as have been
                           specified for this purpose as contemplated by Section
                           3.01.

         (3)      Subject to clause (2) above, any exchange of a Global Security
                  for other Securities may be made in whole or in part, and all
                  Securities issued in exchange for a Global Security or any
                  portion thereof shall be registered in such names as the
                  Depositary for such Global Security shall direct.

         (4)      Every Security authenticated and delivered upon registration
                  of transfer of, or in exchange for or in lieu of, a Global
                  Security or any portion thereof, whether pursuant to this
                  Section, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall
                  be authenticated and delivered in the form of, and shall be, a
                  Global Security, unless such Security is registered in the
                  name of a Person other than the Depositary for such Global
                  Security or a nominee thereof.

         SECTION 3.06 Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, the Company
and the Guarantor shall execute and the Trustee shall authenticate and deliver
in exchange therefor a new Security






                                       25
<PAGE>

of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

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

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

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

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

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

         SECTION 3.07 Payment of Interest; Interest Rights Preserved.

         Except as otherwise provided as contemplated by Section 3.01 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

         Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company or the Guarantor, at its
election in each case, as provided in clause (1) or (2) below:

         (1)      The Company or the Guarantor, as the case may be, may elect to
                  make payment of any Defaulted Interest to the Persons in whose
                  names the Securities of such series (or their respective
                  Predecessor Securities) are registered at the close of





                                       26
<PAGE>

                  business on a Special Record Date for the payment of such
                  Defaulted Interest, which shall be fixed in the following
                  manner. The Company or the Guarantor shall notify the Trustee
                  in writing of the amount of Defaulted Interest proposed to be
                  paid on each Security of such series and the date of the
                  proposed payment, and at the same time the Company or the
                  Guarantor, as the case may be, shall deposit with the Trustee
                  an amount of money equal to the aggregate amount proposed to
                  be paid in respect of such Defaulted Interest or shall make
                  arrangements satisfactory to the Trustee for such deposit
                  prior to the date of the proposed payment, such money when
                  deposited to be held in trust for the benefit of the Persons
                  entitled to such Defaulted Interest as in this clause
                  provided. Thereupon, the Trustee shall fix a Special Record
                  Date for the payment of such Defaulted Interest which shall be
                  not more than 15 days and not less than 10 days prior to the
                  date of the proposed payment and not less than 10 days after
                  the receipt by the Trustee of the notice of the proposed
                  payment. The Trustee shall promptly notify the Company or the
                  Guarantor, as the case may be, of such Special Record Date
                  and, in the name and at the expense of the Company or the
                  Guarantor, as the case may be, shall cause notice of the
                  proposed payment of such Defaulted Interest and the Special
                  Record Date therefor to be given to each Holder of Securities
                  of such series in the manner set forth in Section 1.06, not
                  less than 10 days prior to such Special Record Date. Notice of
                  the proposed payment of such Defaulted Interest and the
                  Special Record Date therefor having been so mailed, such
                  Defaulted Interest shall be paid to the Persons in whose names
                  the Securities of such series (or their respective Predecessor
                  Securities) are registered at the close of business on such
                  Special Record Date and shall no longer be payable pursuant to
                  the following clause (2).

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

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

         SECTION 3.08 Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Guarantor, the Trustee and any agent of the Company, the
Guarantor or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 3.07) any interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue,






                                       27
<PAGE>

and neither the Company, the Guarantor, the Trustee nor any agent of the
Company, the Guarantor or the Trustee shall be affected by notice to the
contrary.

         SECTION 3.09 Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company or the Guarantor may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company or the Guarantor may
have acquired in any manner whatsoever, and may deliver to the Trustee (or to
any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. Until directed otherwise by a Company Order, all cancelled Securities
held by the Trustee shall be conspicuously marked as such and thereafter treated
in accordance with the Trustee's document retention policies; provided, however,
if any cancelled Security is destroyed by the Trustee, the Trustee shall deliver
to the Company a certificate with respect to such destruction.

         SECTION 3.10 Computation of Interest.

         Except as otherwise specified as contemplated by Section 3.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months. For the
purposes of the Interest Act (Canada), if in this Indenture or in any Security a
rate of interest is or is to be calculated on the basis of a period which is
less than a full calendar year, the yearly rate of interest to which such rate
is equivalent shall be such rate multiplied by the actual number of days in the
calendar year for which such calculation is made and divided by the number of
days in such period. The rates of interest set forth in this Indenture or in any
Security will be calculated using the nominal rate method of calculation and
will not be calculated using the effective rate method of calculation or on any
other basis that gives effect to the principle of deemed re-investment of
interest. In calculating interest or fees payable under this Indenture or on or
with respect to a Security for any period, unless otherwise provided, the first
day of such period shall be included and the last day of such period shall be
excluded.

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

         SECTION 4.01 Satisfaction and Discharge of Indenture.

         This Indenture shall upon Company Request cease to be of further effect
with respect to any (or all) series of Securities (except as to any surviving
rights of registration of transfer or exchange of Securities herein expressly
provided for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to such Securities, when:

         (1)      either





                                       28
<PAGE>

                  (A)      all such Securities theretofore authenticated and
                           delivered (other than

                           (i)      Securities which have been destroyed, lost
                                    or stolen and which have been replaced or
                                    paid as provided in Section 3.06 and

                           (ii)     Securities for whose payment money has
                                    theretofore been deposited in trust or
                                    segregated and held in trust by the Company
                                    or the Guarantor and thereafter repaid to
                                    the Company or the Guarantor or discharged
                                    from such trust, as provided in Section
                                    10.03)

                           have been delivered to the Trustee for cancellation;
                           or

                  (B)      all such Securities not theretofore delivered to the
                           Trustee for cancellation

                           (i)      have become due and payable, or

                           (ii)     will become due and payable at their Stated
                                    Maturity within one year, or

                           (iii)    are to be called for redemption within one
                                    year under arrangements reasonably
                                    satisfactory to the Trustee for the giving
                                    of notice of redemption by the Trustee in
                                    the name, and at the expense, of the
                                    Company,

                           and the Company or the Guarantor, in the case of (i),
                           (ii) or (iii) above, has deposited or caused to be
                           deposited with the Trustee as trust funds in trust
                           for the purpose money in an amount sufficient to pay
                           and discharge the entire indebtedness on such
                           Securities not theretofore delivered to the Trustee
                           for cancellation, for principal and any premium and
                           interest to the date of such deposit (in the case of
                           Securities which have become due and payable) or to
                           the Stated Maturity or Redemption Date, as the case
                           may be;

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

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

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Trustee to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.02, Article VI and
the last paragraph of Section 10.03 shall survive.








                                       29
<PAGE>

         SECTION 4.02 Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.03, all
money deposited with the Trustee pursuant to Section 4.01 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company or the Guarantor acting as the Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and any
premium and interest for whose payment such money has been deposited with the
Trustee.

                                   ARTICLE V
                                    REMEDIES

         SECTION 5.01 Events of Default.

         "Event of Default," wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

         (1)      default in the payment of any interest upon any Security of
                  that series when it becomes due and payable, and continuance
                  of such default for a period of 30 days; or

         (2)      default in the payment of the principal of or any premium on
                  any Security of that series at its Maturity; or

         (3)      default in the deposit of any sinking fund payment, when and
                  as due by the terms of a Security of that series; or

         (4)      default in the performance, or breach, of any covenant or
                  warranty of the Company or the Guarantor in this Indenture
                  (other than a covenant or warranty a default in whose
                  performance or whose breach is elsewhere in this Section
                  specifically dealt with or which has expressly been included
                  in this Indenture solely for the benefit of series of
                  Securities other than that series), and continuance of such
                  default or breach for a period of 90 days after there has been
                  given, by registered or certified mail, to the Company and the
                  Guarantor by the Trustee or to the Company, the Guarantor and
                  the Trustee by the Holders of at least 25% in principal amount
                  of the Outstanding Securities of that series a written notice
                  specifying such default or breach and requiring it to be
                  remedied and stating that such notice is a "Notice of Default"
                  hereunder; or

         (5)      the entry by a court having jurisdiction in the premises of a
                  decree or an order

                  (A)      for relief in respect of the Company or the Guarantor
                           in an involuntary case or proceeding under any
                           applicable Federal or State bankruptcy, insolvency,
                           reorganization or other similar law;





                                       30
<PAGE>

                  (B)      adjudging the Company or the Guarantor a bankrupt or
                           insolvent or approving as properly filed a petition
                           seeking reorganization, arrangement, adjustment or
                           composition of or in respect of the Company or the
                           Guarantor under any applicable Federal or State
                           bankruptcy, insolvency, reorganization or other
                           similar law;

                  (C)      appointing a custodian, receiver, liquidator,
                           assignee, trustee, sequestrator or other similar
                           official of the Company or the Guarantor or of any
                           substantial part of its property; or

                  (D)      ordering the winding up or liquidation of the affairs
                           of the Company or the Guarantor, and the continuance
                           of any such decree or order for relief or any such
                           other decree or order unstayed and in effect for a
                           period of 60 consecutive days;

                  or

         (6)      (A)      the commencement by the Company or the Guarantor of a
                           voluntary case or proceeding under any applicable
                           Federal, State or foreign bankruptcy, insolvency,
                           reorganization or other similar law to be adjudicated
                           a bankrupt or insolvent;

                  (B)      the consent by the Company or the Guarantor to the
                           entry of a decree or order for relief in respect of
                           it in an involuntary case or proceeding under any
                           applicable Federal, State or foreign bankruptcy,
                           insolvency, reorganization or other similar law or
                           the consent by it to the commencement of any
                           bankruptcy or insolvency case or proceeding against
                           it;

                  (C)      the filing by the Company or the Guarantor of a
                           petition or answer or consent seeking reorganization
                           or relief under any applicable Federal, State or
                           foreign bankruptcy, insolvency, reorganization or
                           other similar law, or the consent by the Company or
                           the Guarantor to the filing of such petition;

                  (D)      the consent by the Company or the Guarantor to the
                           appointment of or taking possession by a custodian,
                           receiver, liquidator, assignee, trustee, sequestrator
                           or other similar official of the Company or the
                           Guarantor or of any substantial part of its property;

                  (E)      the making by the Company or the Guarantor of an
                           assignment for the benefit of creditors;

                  (F)      the admission by the Company or the Guarantor in
                           writing of its inability to pay its debts generally
                           as they become due; or

                  (G)      the taking of corporate action by the Company or the
                           Guarantor in furtherance of any such action;





                                       31
<PAGE>

                           or

                  (7)      the Guarantor repudiates its obligations under the
                           Guarantees, or the Guarantees become unenforceable or
                           invalid or are no longer in full force and effect,
                           except as expressly contemplated herein; or

                  (8)      any other Event of Default provided with respect to
                           Securities of that series.

         SECTION 5.02 Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than an Event of Default specified in
Section 5.01(5) or 5.01(6)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company and the Guarantor (and to the Trustee if given by
Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable. If an Event of Default
specified in Section 5.01(5) or 5.01(6) with respect to Securities of any series
at the time Outstanding occurs, the principal amount of all the Securities of
that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) shall automatically, and without any declaration
or other action on the part of the Trustee or any Holder, become immediately due
and payable.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:

         (1)      the Company or the Guarantor has paid or deposited with the
                  Trustee a sum sufficient to pay

                  (A)      all overdue interest on all Securities of that
                           series,

                  (B)      the principal of (and premium, if any, on) any
                           Securities of that series which have become due
                           otherwise than by such declaration of acceleration
                           and any interest thereon at the rate or rates
                           prescribed therefor in such Securities,

                  (C)      to the extent that payment of such interest is
                           lawful, interest upon overdue interest at the rate or
                           rates prescribed therefor in such Securities, and

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




                                       32
<PAGE>

                  and

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

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

         SECTION 5.03 Collection of Indebtedness and Suits for Enforcement by
Trustee.

         The Company and the Guarantor covenant that if

         (1)      default is made in the payment of any interest on any Security
                  when such interest becomes due and payable and such default
                  continues for a period of 30 days, or

         (2)      default is made in the payment of the principal of (or
                  premium, if any, on) any Security at the Maturity thereof,

the Company or the Guarantor will, upon demand of the Trustee, pay to it, for
the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal and any premium and interest and, to
the extent that payment of such interest shall be legally enforceable, interest
on any overdue principal and premium and on any overdue interest, at the rate or
rates (or yield to maturity in the case of Original Issue Discount Securities)
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, except as a result of the Trustee's
negligence or bad faith.

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

         SECTION 5.04 Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Company or the
Guarantor (or any other obligor upon the Securities), or their respective
property or creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee shall
be authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such





                                       33
<PAGE>

payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.07 except as a result of its negligence or bad faith.

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

         SECTION 5.05 Trustee May Enforce Claims Without Possession of
Securities.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel (except no
such provision shall be made respecting compensation, expenses, disbursements
and advances made as a result of Trustee's negligence), be for the ratable
benefit of the Holders of the Securities in respect of which such judgment has
been recovered.

         SECTION 5.06 Application of Money Collected.

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

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

                  SECOND: In case the principal of the outstanding Securities of
         any series in respect of which such moneys have been collected shall
         not have become due, to the payment of interest on the Securities of
         such series, in the order of maturity of the installments of such
         interest, with interest (to the extent that such interest has been
         collected by the Trustee) upon the overdue installments of interest at
         the same rate or the yield to maturity (in the case of Original Issue
         Discount Securities) specified on the Securities of such series, such
         payments to be made ratably to the persons entitled thereto, without
         discrimination or preference.





                                       34
<PAGE>

                  THIRD: In case the principal of the outstanding Securities of
         any series in respect of which such moneys have been collected shall
         have become due, by declaration, or otherwise, to the payment of the
         whole amount then owing and unpaid upon the Securities of such series
         for principal, premium (if any) and interest, with interest upon the
         overdue principal, premium (if any) and (to the extent that such
         interest has been collected by the Trustee) upon overdue installments
         of interest at the same rate or the yield to maturity (in the case of
         Original Issue Discount Securities) specified on the Securities of such
         series; and in case such moneys shall be insufficient to pay in full
         the whole amount so due and unpaid upon the Securities of such series,
         then to the payment of such principal, premium (if any) and interest,
         without preference or priority of principal and premium (if any), or of
         any installment of interest over any other installment of interest, or
         of any Security of such series over any other Security of such series,
         ratably to the aggregate of such principal and accrued and unpaid
         interest.

         SECTION 5.07 Limitation on Suits.

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

         (1)      such Holder has previously given written notice to the Trustee
                  of a continuing Event of Default with respect to the
                  Securities of that series;

         (2)      The Holders of not less than 25% in principal amount of the
                  Outstanding Securities of that series shall have made written
                  request to the Trustee to institute proceedings in respect of
                  such Event of Default in its own name as Trustee hereunder;

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

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

         (5)      no direction inconsistent with such written request has been
                  given to the Trustee during such 60-day period by the Holders
                  of a majority in principal amount of the Outstanding
                  Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.




                                       35
<PAGE>

         SECTION 5.08 Unconditional Right of Holders to Receive Principal,
                      Premium and Interest.

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

         SECTION 5.09 Restoration of Rights and Remedies.

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

         SECTION 5.10 Rights and Remedies Cumulative.

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

         SECTION 5.11 Delay or Omission Not Waiver.

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

         SECTION 5.12 Control by Holders.

         The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that:




                                       36
<PAGE>

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

         (2)      the Trustee may take any other action deemed proper by the
                  Trustee which is not inconsistent with such direction.

         SECTION 5.13 Waiver of Past Defaults.

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

         (1)      in the payment of the principal of or any premium or interest
                  on any Security of such series; or

         (2)      in respect of a covenant or provision hereof which under
                  Article IX cannot be modified or amended without the consent
                  of the Holder of each Outstanding Security of such series
                  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; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

         SECTION 5.14 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, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company or the Guarantor.

         SECTION 5.15 Waiver of Usury, Stay or Extension Laws.

         Each of the Company and the Guarantor covenant (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any usury, stay
or extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and each of the
Company and the Guarantor (to the extent that it may lawfully do so) hereby
expressly waive all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.




                                       37
<PAGE>

                                   ARTICLE VI
                                   THE TRUSTEE

         SECTION 6.01 Certain Duties and Responsibilities.

         The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

         SECTION 6.02 Notice of Defaults.

         If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
5.01(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 60 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event or events, as the
case may be, specified in Section 5.01, not including periods of grace, if any,
provided for therein.

         SECTION 6.03 Certain Rights of Trustee.

         Subject to the provisions of Section 6.01:

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

         (2)      any request or direction of the Company mentioned herein shall
                  be sufficiently evidenced by a Company Request or Company
                  Order; and any resolution of the Board of Directors of the
                  Company or any Establishment Action may be sufficiently
                  evidenced by a Board Resolution of the Company or an
                  Establishment Action, as the case may be; and any resolution
                  of the Board of Directors of the Guarantor may be sufficiently
                  evidenced by a Board of Resolution of the Guarantor;

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




                                       38
<PAGE>

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

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

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

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

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

         (9)      the Trustee is not required to take notice or deemed to have
                  notice of any default or Event of Default hereunder, except
                  any Event of Default under Section 5.01(1), (2) or (3), unless
                  a Responsible Officer of the Trustee has actual knowledge
                  thereof or has received notice in writing of such default or
                  Event of Default from the Company, the Guarantor or the
                  Holders of at least 25% in aggregate principal amount of the
                  Outstanding Securities, and, in the absence of any such
                  notice, the Trustee may conclusively assume that no such
                  default or Event of Default exists.

         SECTION 6.04 Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company and the Guarantor, as applicable, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent
shall be accountable for the use or application by the Company of Securities or
the proceeds thereof.





                                       39
<PAGE>

         SECTION 6.05 May Hold Securities.

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

         SECTION 6.06 Money Held in Trust.

         Money held by the Trustee, or any Paying Agent, in trust hereunder need
not be segregated from other funds except to the extent required by law. Neither
the Trustee nor any Paying Agent shall be under any liability for interest on
any money received by it hereunder except as otherwise agreed in writing with
the Company.

         SECTION 6.07 Compensation, Reimbursement and Indemnification.

         The Company agrees:

         (1)      to pay to the Trustee from time to time reasonable
                  compensation as shall be agreed in writing between the Company
                  and the Trustee for all services rendered by it hereunder
                  (which compensation shall not be limited by any provision of
                  law in regard to the compensation of a trustee of an express
                  trust);

         (2)      except as otherwise expressly provided herein, to reimburse
                  the Trustee upon its request for all reasonable expenses,
                  disbursements and advances incurred or made by the Trustee in
                  accordance with any provision of this Indenture (including the
                  reasonable compensation and the expenses and disbursements of
                  its agents and counsel), except any such expense, disbursement
                  or advance as may be attributable to its negligence or bad
                  faith; and

         (3)      to indemnify the Trustee for, and to hold it harmless against,
                  any loss, liability or expense incurred without negligence or
                  bad faith on its part, arising out of or in connection with
                  the acceptance or administration of the trust or trusts
                  hereunder, including the costs and expenses of defending
                  itself against any claim or liability in connection with the
                  exercise or performance of any of its powers or duties
                  hereunder and the costs and expenses of enforcing this right
                  to indemnification.

         In the event any action, suit or proceeding is brought against any
Trustee in connection with any claim for which it is entitled to indemnity
hereunder, the Trustee shall promptly (but no later than ten days following
service) notify the Company in writing, enclosing a copy of all papers served.
All counsel employed to defend any such claim shall be retained directly by the
Company and may serve as counsel to the Company, the Guarantor and/or one or
more Trustees. Absent a conflict of interest, the Company shall not be required
to pay the fees and expenses of more than one law firm in connection with its
obligations hereunder. A Trustee entitled to indemnification may, in addition to
counsel engaged by the Company, engage counsel to represent such Trustee at its
sole expense. Notwithstanding any other provision of this





                                       40
<PAGE>

Indenture, the Company shall not be liable to pay any settlement agreed to
without its written consent.

         In the event the Trustee incurs expenses or renders services in any
proceedings which result from the occurrence or continuance of an Event of
Default under Section 5.01(5) or 5.01(6) hereof, or from the occurrence of any
event which, solely by virtue of the passage of time, would become such an Event
of Default, the expenses so incurred and compensation for services so rendered
are intended to constitute expenses of administration under the United States
Bankruptcy Code or equivalent law.

         SECTION 6.08 Conflicting Interests.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.

         SECTION 6.09 Corporate Trustee Required; Eligibility.

         There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be the Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

         SECTION 6.10 Resignation and Removal; Appointment of Successor.

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

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

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







                                       41
<PAGE>

such series, delivered to the Trustee, the Company and the Guarantor. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of removal, the Trustee being removed may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

         (d)      If, at any time,

                  (1)      the Trustee shall fail to comply with Section 6.08
                           after written request therefor by the Company, by the
                           Guarantor or by any Holder who has been a bona fide
                           Holder of a Security for at least six months, or

                  (2)      the Trustee shall cease to be eligible under Section
                           6.09 and shall fail to resign after written request
                           therefor by the Company, by the Guarantor or by any
                           such Holder, or

                  (3)      the Trustee shall become incapable of acting or shall
                           be adjudged a bankrupt or insolvent or a receiver of
                           the Trustee or of its property shall be appointed or
                           any public officer shall take charge or control of
                           the Trustee or of its property or affairs for the
                           purpose of rehabilitation, conservation or
                           liquidation,

                  then, in any such case,

                  (A)      the Company and the Guarantor by a Board Resolution
                           of each of the Company and the Guarantor may remove
                           the Trustee with respect to all Securities, or

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

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company or the Guarantor,
by a Board Resolution of the Company or the Guarantor, as the case may be, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series), provided that, if the Company and the
Guarantor appoint different successor Trustees, the Guarantor's appointment
shall prevail, and shall comply with the applicable requirements of Section
6.11. If, within one year after such resignation, removal or incapability, or
the occurrence of such vacancy, a successor Trustee with respect to the
Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered to
the Company, the Guarantor and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in






                                       42
<PAGE>

accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company or the
Guarantor, as the case may be. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company, the
Guarantor or the Holders and accepted appointment in the manner required by
Section 6.11, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

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

         SECTION 6.11 Acceptance of Appointment by Successor.

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

         In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
Guarantor, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (i) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (ii) if the retiring Trustee is not retiring with respect to
all Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (iii) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and, upon the execution and delivery of
such supplemental indenture, the resignation or removal of the retiring Trustee
shall become effective to the extent provided






                                       43
<PAGE>

therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company, the Guarantor or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.

         Upon request of any such successor Trustee, the Company and the
Guarantor shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in the first or second preceding paragraph, as the case may
be.

         No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

         SECTION 6.12 Merger, Conversion, Consolidation or Succession to
Business.

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

         SECTION 6.13 Preferential Collection of Claims Against Company or the
Guarantor.

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

         SECTION 6.14 Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 3.06, and Securities so authenticated shall be entitled
to the benefits of this Indenture and the related Guarantees and shall be valid
and obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each






                                       44
<PAGE>

Authenticating Agent must be acceptable to the Company and shall at all times be
a corporation organized and doing business under the laws of the United States
of America, any State thereof or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $50,000,000 and subject to supervision or examination by Federal
or State authority. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

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

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee, the Company and the Guarantor. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent, the Company and the Guarantor. Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which must be acceptable to the Company and the Guarantor
and shall give notice of such appointment in the manner provided in Section 1.06
to all Holders of Securities of the series with respect to which such
Authenticating Agent will serve. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.





                                       45
<PAGE>

         Any Authenticating Agent by the acceptance of its appointment shall be
deemed to have agreed with the Trustee that: it will perform and carry out the
duties of an Authenticating Agent as herein set forth; it will keep and maintain
and furnish to the Trustee from time to time as requested by the Trustee
appropriate records of all transactions carried out by it as Authenticating
Agent and will furnish the Trustee such other information and reports as the
Trustee may reasonably require; it is eligible for appointment as Authenticating
Agent under this Section 6.14 and will notify the Trustee promptly if it shall
cease to be so qualified; and it will indemnify the Trustee against any loss,
liability or expense incurred by the Trustee and will defend any claim asserted
against the Trustee by reason of acts or failures to act of the Authenticating
Agent but it shall have no liability for any action taken by it at the specific
written direction of the Trustee.

         The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 6.07.

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

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

                                 JPMORGAN CHASE BANK,
                                 As Trustee


                                 By
                                   ---------------------------------
                                    As Authenticating Agent


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

                                  ARTICLE VII
          HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR

         SECTION 7.01 Company to Furnish Trustee Names and Addresses of Holders.

         The Company will furnish or cause to be furnished to the Trustee:

         (1)      semi-annually, not later than June 30 and December 31 in each
                  year, a list, in such form as the Trustee may reasonably
                  require, of the names and addresses of the Holders of
                  Securities of each series as of a date no more than 15 days
                  prior to the date such list is furnished; and




                                       46
<PAGE>

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

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

         SECTION 7.02 Preservation of Information; Communications to Holders.

         The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee, or its designee, in its capacity
as Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 7.01 upon receipt of a new list so furnished.

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

         Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

         SECTION 7.03 Reports by Trustee.

         The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

         Reports so required to be transmitted at stated intervals of not more
than 12 months shall be transmitted no later than 60 days after each May 15
following the date of first issuance.

         A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission, with the Company and with the
Guarantor. (The Company will notify the Trustee when any Securities are listed
on any stock exchange pursuant to Section 7.04.)

         SECTION 7.04 Reports by Company and the Guarantor.

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





                                       47
<PAGE>

         The Company shall notify the Trustee when any Securities are listed on
any stock exchange.

                                  ARTICLE VIII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 8.01 Guarantor May Consolidate, Etc., Only on Certain Terms.

         The Guarantor covenants that it will not merge or consolidate with any
other corporation or sell or convey all or substantially all of its assets to
any Person, firm or corporation, except that the Guarantor may merge or
consolidate with, or sell or convey all or substantially all of its assets to,
any other corporation, provided that:

         (1)      (A)      the Guarantor shall be the continuing corporation; or

                  (B)      (i)      the successor corporation (if other than the
                                    Guarantor) shall be a corporation organized
                                    and existing under the laws of the United
                                    States of America or a state thereof; and

                           (ii)     such corporation shall expressly assume the
                                    due and punctual payment of the principal of
                                    and any premium and interest on all the
                                    Securities, according to their tenor, and
                                    the due and punctual performance and
                                    observance of all of the covenants and
                                    conditions of this Indenture to be performed
                                    by the Guarantor;

                  and

         (2)      the Guarantor or such successor corporation, as the case may
                  be, shall not, immediately after such merger or consolidation,
                  or such sale or conveyance, be in default in the performance
                  of any such covenant or condition and no event which with the
                  lapse of time, the giving of notice or both would constitute
                  an Event of Default shall have occurred and be continuing.

For purposes of this Section 8.01, "substantially all of its assets" shall mean,
at any date, a portion of the non-current assets reflected in the Guarantor's
consolidated balance sheet as of the end of the most recent quarterly period
that represents at least sixty-six and two-thirds percent (662/3%) of the total
reported value of such assets.

         SECTION 8.02 Successor Substituted.

         In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor corporation of the obligations under this
Indenture and the Securities in accordance with Section 8.01, such successor
corporation shall succeed to and be substituted for the Guarantor, with the same
effect as if it had been named herein as a party hereto, and the Guarantor shall
thereupon be relieved of any further obligations or liabilities hereunder and
upon the Securities and the Guarantor as the predecessor corporation may
thereupon or at any time thereafter be dissolved, wound up or liquidated.




                                       48
<PAGE>

         SECTION 8.03 Assignment by and Substitution of the Company.

         The rights and obligations of the Company under this Indenture and the
Securities may be assigned or transferred (i) to another Person with which the
Company is amalgamated, consolidated or merged or which acquires by conveyance,
transfer, amalgamation or other operation of law any of the properties or assets
of the Company; (ii) to the Guarantor or (iii) to another Subsidiary. Provided
that the requirements of this Section 8.03 for such assignment or transfer shall
have been met, upon any such assignment or transfer, all of the obligations of
the Company under this Indenture and the Securities shall cease and the Company
shall be released from all obligations under this Indenture and the Securities.
In the case of any assignment other than to the Guarantor, the covenants of the
Guarantor set forth in this Indenture shall remain in full force and effect or
the Guarantor shall execute a new guarantee agreement containing provisions
substantially the same as such covenants. Any successor to the Company shall
expressly assume by supplemental indenture the due and punctual payment of the
principal of and any premium and interest on all the Securities and the
performance of the Company's covenants and obligations under this Indenture and
the Securities. In addition, in the event the Company assigns all of its rights
and obligations in respect of this Indenture and the Securities to the
Guarantor, the provisions of Article XIV shall no longer apply to the
Securities, but the other covenants of the Guarantor set forth in this Indenture
and any other covenants of the Guarantor provided with respect to any series of
Securities shall remain in full force and effect.

         SECTION 8.04 Trustee Entitled to Opinion.

         The Trustee, subject to the provisions of Sections 6.01 and 6.03, may
receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale or conveyance, and any such assumption, complies
with the provisions of this Article.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

         SECTION 9.01 Supplemental Indentures Without Consent of Holders.

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

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

         (2)      to add to the covenants of the Company or the Guarantor for
                  the benefit of the Holders of all or any series of Securities
                  (and if such covenants are to be for the benefit of less than
                  all series of Securities, stating that such covenants are
                  expressly being included solely for the benefit of such
                  series) or to surrender any right or power herein conferred
                  upon the Company or the Guarantor; or




                                       49
<PAGE>

         (3)      to add any additional Events of Default for the benefit of the
                  Holders of all or any series of Securities (and if such
                  additional Events of Default are to be for the benefit of less
                  than all series of Securities, stating that such additional
                  Events of Default are expressly being included solely for the
                  benefit of such series); or

         (4)      to add to or change any of the provisions of this Indenture to
                  such extent as shall be necessary to permit or facilitate the
                  issuance of Securities in bearer form, registrable or not
                  registrable as to principal, and with or without interest
                  coupons, or to permit or facilitate the issuance of Securities
                  in uncertificated form; or

         (5)      to add to, change or eliminate any of the provisions of this
                  Indenture in respect of one or more series of Securities,
                  provided that any such addition, change or elimination

                  (A)      shall neither

                           (i)      apply to any Security of any series created
                                    prior to the execution of such supplemental
                                    indenture and entitled to the benefit of
                                    such provision nor

                           (ii)     modify the rights of the Holder of any such
                                    Security with respect to such provision

                  or

                  (B)      shall become effective only when there is no such
                           Security Outstanding; or

         (6)      to secure the Securities pursuant to the requirements of
                  Section 10.05 or to otherwise secure the Securities of any
                  series; or

         (7)      to establish the form or terms of Securities of any series as
                  permitted by Sections 2.01 and 3.01; or

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

         (9)      to cure any ambiguity, to correct or supplement any provision
                  herein which may be defective or inconsistent with any other
                  provision herein, or to make any other provisions with respect
                  to matters or questions arising under this Indenture, provided
                  that such action pursuant to this clause (9) shall not
                  adversely affect the interests of the Holders of Securities of
                  any series in any material respect.





                                       50
<PAGE>

         SECTION 9.02 Supplemental Indentures With Consent of Holders.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company, the
Guarantor and the Trustee, the Company and the Guarantor, each when authorized
by its Board of Directors, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby:

         (1)      change the Stated Maturity of the principal of, or any
                  installment of principal of or interest on, any Security, or
                  reduce the principal amount thereof or the rate of interest
                  thereon or any premium payable upon the redemption thereof, or
                  reduce the amount of the principal of an Original Issue
                  Discount Security or any other Security which would be due and
                  payable upon a declaration of acceleration of the Maturity
                  thereof pursuant to Section 5.02, or change the coin or
                  currency in which any Security or any premium or interest
                  thereon is payable, or impair the right to institute suit for
                  the enforcement of any such payment on or after the Stated
                  Maturity thereof (or, in the case of redemption, on or after
                  the Redemption Date), or adversely affect any right of the
                  Holder of any Security to require the Company to repurchase
                  such Security;

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

         (3)      modify any of the provisions of this Section, Section 5.13 or
                  Section 10.07, except to increase any percentage set forth in
                  such Sections or to provide that certain other provisions of
                  this Indenture cannot be modified or waived without the
                  consent of the Holder of each Outstanding Security affected
                  thereby; provided, however, that this clause shall not be
                  deemed to require the consent of any Holder with respect to
                  changes in the references to "the Trustee" and concomitant
                  changes in this Section and Section 10.07, or the deletion of
                  this proviso, in accordance with the requirements of Sections
                  6.11 and 9.01(8); or

         (4)      modify or affect the obligations of the Guarantor under
                  Article XIV in any manner adverse to the Holders.

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





                                       51
<PAGE>

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

         SECTION 9.03 Execution of Supplemental Indentures.

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

         SECTION 9.04 Effect of Supplemental Indentures.

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

         SECTION 9.05 Conformity With Trust Indenture Act.

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

         SECTION 9.06 Reference in Securities to Supplemental Indentures.

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

                                   ARTICLE X
                                    COVENANTS

         SECTION 10.01 Payment of Principal, Premium and Interest.

         The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay or cause to be paid the
principal of (including any amount in respect of original issue discount) and
any premium and interest on each of the Securities of such series at the Place
of Payment, at the respective times and in the manner provided in the Securities
and this Indenture. The principal of, premium, and interest on the Securities
shall be payable only in accordance with the terms of the relevant Security.




                                       52
<PAGE>

         SECTION 10.02 Maintenance of Office or Agency.

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

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

         SECTION 10.03 Money for Securities Payments to be Held in Trust.

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

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

         The Company will cause each Paying Agent, other than the Trustee, the
Company or the Guarantor, for any series of Securities to execute and deliver to
the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section, that such Paying Agent will
(1) comply with the provisions of the Trust Indenture Act applicable to it as a
Paying Agent and (2) during the continuance of any default by the Company (or
any other obligor upon the Securities of that series) in the making of any
payment in respect of the Securities of that series, upon the written request of
the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.






                                       53
<PAGE>

Each of the Company, the Guarantor and the Trustee, having agreed to the
foregoing on its behalf as a Paying Agent by its execution and delivery of this
instrument, has hereby satisfied the provisions of this paragraph with respect
to itself as a Paying Agent.

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

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

         SECTION 10.04 Statement by Officers as to Default.

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

         SECTION 10.05 Mortgage of Certain Property.

         For the benefit of the Holders of the Securities, if the Guarantor or
any Subsidiary of the Guarantor shall Mortgage as security for any indebtedness
for money borrowed any property capable of producing oil or gas which (i) is
located in the United States and (ii) is determined to be a principal property
by the Board of Directors of the Guarantor in its discretion, the Guarantor will
secure or will cause such Subsidiary to secure each series of the Securities
equally and ratably with all indebtedness or obligations secured by the Mortgage
then being given and with any





                                       54
<PAGE>

other indebtedness of the Guarantor or such Subsidiary then entitled thereto;
provided, however, that this covenant shall not apply in the case of:

         (1)      any Mortgage existing on the date of this Indenture (whether
                  or not such Mortgage includes an after-acquired property
                  provision);

         (2)      any Mortgage, including a purchase money Mortgage, incurred in
                  connection with the acquisition of any property (for purposes
                  hereof, the creation of any Mortgage within 180 days after the
                  acquisition or completion of construction of such property
                  shall be deemed to be incurred in connection with the
                  acquisition of such property), the assumption of any Mortgage
                  previously existing on such acquired property or any Mortgage
                  existing on the property of any corporation when such
                  corporation becomes a Subsidiary of the Guarantor;

         (3)      any Mortgage on such property in favor of the United States of
                  America, any State, or any agency, department, political
                  subdivision or other instrumentality of either, to secure
                  partial, progress, advance or other payments to the Guarantor
                  or any Subsidiary of the Guarantor pursuant to the provisions
                  of any contract or any statute;

         (4)      any Mortgage on such property in favor of the United States of
                  America, any State, or any agency, department, political
                  subdivision or other instrumentality of either, to secure
                  borrowings by the Guarantor or any Subsidiary of the Guarantor
                  for the purchase or construction of the property Mortgaged;

         (5)      any Mortgage in connection with a sale or other transfer of:

                  (A)      oil, gas or other minerals in place for a period of
                           time until, or in an amount such that, the purchaser
                           will realize therefrom a specified amount of money
                           (however determined) or a specified amount of
                           minerals; or

                  (B)      any interest in property of the character commonly
                           referred to as an "oil payment" or "production
                           payment";

         (6)      any Mortgage on any property arising in connection with or to
                  secure all or any part of the cost of the repair,
                  construction, improvement, alteration, exploration,
                  development or drilling of such property or any portion
                  thereof;

         (7)      any Mortgage on any pipeline, gathering system, pumping or
                  compressor station, pipeline storage facility, other pipeline
                  facility, drilling equipment, drilling platform, drilling
                  barge, any movable railway, marine or automotive equipment,
                  gas plant, office building, storage tank, or warehouse
                  facility, any of which is located at or on any such principal
                  property;

         (8)      any Mortgage on any equipment or other personal property used
                  in connection with any such principal property;





                                       55
<PAGE>

         (9)      any Mortgage on any such principal property arising in
                  connection with the sale of accounts receivable resulting from
                  the sale of oil or gas at the wellhead; or

         (10)     any renewal of or substitution for any Mortgage permitted
                  under any of the preceding clauses.

         Notwithstanding the foregoing restriction contained in this Section
10.05, the Guarantor may and may permit its Subsidiaries to incur liens or grant
Mortgages on property covered by the restriction above so long as the net book
value of the property so encumbered, together with all property subject to the
restriction on sale and leasebacks contained in Section 10.06, does not, at the
time such lien or Mortgage is granted, exceed ten percent (10%) of Consolidated
Net Tangible Assets.

         SECTION 10.06 Sale and Leaseback of Certain Properties.

         For the benefit of the Holders of Securities, the Guarantor will not,
nor will it permit any Subsidiary of the Guarantor to, sell or transfer any
property capable of producing oil or gas which (i) is located in the United
States and (ii) is determined to be a principal property by the Board of
Directors of the Guarantor in its discretion, with the intention of taking back
a lease of such property; provided, however, this covenant shall not apply if:

         (1)      the lease is between the Guarantor and a Subsidiary or between
                  Subsidiaries;

         (2)      the lease is for a temporary period by the end of which it is
                  intended that the use of such property by the lessee will be
                  discontinued;

         (3)      the Guarantor or a Subsidiary of the Guarantor could, in
                  accordance with Section 10.05, Mortgage such property without
                  equally and ratably securing the Securities;

         (4)      the transfer is incident to or necessary to effect any
                  operating, farm-out, farm-in, unitization, acreage exchange,
                  acreage contribution, bottom-hole or dry-hole arrangement or
                  pooling agreement or any other agreement of the same general
                  nature relating to the acquisition, exploration, maintenance,
                  development or operation of oil or gas properties in the
                  ordinary course of business or as required by any regulatory
                  agency having jurisdiction over the property; or

         (5)      (A)      the Guarantor promptly informs the Trustee of such
                           sale,

                  (B)      the net proceeds of such sale are at least equal to
                           the fair value (as determined by resolution adopted
                           by the Board of Directors of the Guarantor) of such
                           property and

                  (C)      the Guarantor shall, and in any such case the
                           Guarantor covenants that it will, within 180 days
                           after such sale, apply an amount equal to the net
                           proceeds of such sale to the retirement of debt of
                           the Guarantor, or of a Subsidiary in the case of
                           property of such Subsidiary, maturing by its terms
                           more than one year after the date on which it was
                           originally incurred






                                       56
<PAGE>

                           (herein called "funded debt"); provided that the
                           Guarantor shall not be obliged to retire more than
                           twenty-five percent (25%) of the aggregate principal
                           amount of any series of Securities within five years
                           from the date such Securities are issued; provided
                           further that the amount to be applied to the
                           retirement of funded debt of the Guarantor or of a
                           Subsidiary shall be reduced by the amount below if,
                           within 75 days after such sale, the Guarantor shall
                           deliver to the Trustee an Officers' Certificate

                           (i)      stating that on a specified date after such
                                    sale the Guarantor or a Subsidiary, as the
                                    case may be, voluntarily retired a specified
                                    principal amount of funded debt,

                           (ii)     stating that such retirement was not
                                    effected by payment at maturity or pursuant
                                    to any applicable mandatory sinking fund or
                                    prepayment provision (other than provisions
                                    requiring retirement of any funded debt of
                                    the Guarantor or a Subsidiary, as the case
                                    may be, under the circumstances referred to
                                    in this Section 10.06), and

                           (iii)    stating the then optional redemption or
                                    prepayment price applicable to the funded
                                    debt so retired or, if there is no such
                                    price applicable, the amount applied by the
                                    Guarantor or a Subsidiary, as the case may
                                    be, to the retirement of such funded debt.

         In the event of such a sale or transfer, the Guarantor shall deliver to
the Trustee a certified copy of the resolution of the Board of Directors of the
Guarantor referred to in the parenthetical phrase contained in subclause (5)(B)
of this Section 10.06 and an Officers' Certificate setting forth all material
facts under this Section 10.06. For the purposes of this Section 10.06 the term
retirement of such funded debt shall include the "in substance defeasance" of
such funded debt in accordance with then applicable accounting rules.

         SECTION 10.07 Waiver of Certain Covenants.

         Except as otherwise specified as contemplated by Section 3.01 for
Securities of such series, the Company and the Guarantor may, with respect to
the Securities of any series, omit in any particular instance to comply with any
term, provision or condition set forth in any covenant provided pursuant to
Section 3.01(18), 9.01(2) or 9.01(7) for the benefit of the Holders of such
series or in Section 10.05 or 10.06, if before the time for such compliance the
Holders of at least a majority in principal amount of the Outstanding Securities
of such series shall, by Act of such Holders, either waive such compliance in
such instance or generally waive compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.




                                       57
<PAGE>

                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

         SECTION 11.01 Applicability of Article.

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

         SECTION 11.02 Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
3.01 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

         SECTION 11.03 Selection by Trustee of Securities to be Redeemed.

         If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series,
provided that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination or any integral multiple thereof) for such Security. If
less than all the Securities of such series and of a specified tenor are to be
redeemed (unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
and specified tenor not previously called for redemption in accordance with the
preceding sentence.

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

         The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal





                                       58
<PAGE>

amount of the Security shall be in an authorized denomination (which shall not
be less than the minimum authorized denomination) for such Security.

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

         SECTION 11.04 Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

         All notices of redemption shall state:

         (1)      the Redemption Date,

         (2)      the Redemption Price,

         (3)      if less than all the Outstanding Securities of any series
                  consisting of more than a single Security are to be redeemed,
                  the identification (and, in the case of partial redemption of
                  any such Securities, the principal amounts) of the particular
                  Securities to be redeemed and, if less than all the
                  Outstanding Securities of any series consisting of a single
                  Security are to be redeemed, the principal amount of the
                  particular Security to be redeemed,

         (4)      that on the Redemption Date the Redemption Price will become
                  due and payable upon each such Security to be redeemed and, if
                  applicable, that interest thereon will cease to accrue on and
                  after said date,

         (5)      the place or places where each such Security is to be
                  surrendered for payment of the Redemption Price, and

         (6)      that the redemption is for a sinking fund, if such is the
                  case.

Notice of redemption of Securities to be redeemed at the election of the Company
shall be given by the Company or, at the Company's request, by the Trustee in
the name and at the expense of the Company and shall be irrevocable.

         SECTION 11.05 Deposit of Redemption Price.

         Prior to any Redemption Date, the Company or the Guarantor, as the case
may be, shall deposit with the Trustee or with a Paying Agent (or, if the
Company or the Guarantor is acting as the Paying Agent, segregate and hold in
trust as provided in Section 10.03) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.




                                       59
<PAGE>

         SECTION 11.06 Securities Payable on Redemption Date.

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

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

         SECTION 11.07 Securities Redeemed in Part.

         Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company, the Guarantor or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company, the Guarantor and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing), and the
Company and the Guarantor shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security or
Securities of the same series and of like tenor, of any authorized denomination
as requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so
surrendered.

                                  ARTICLE XII
                                  SINKING FUNDS

         SECTION 12.01 Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 3.01 for such Securities.

         The minimum amount of any sinking fund payment provided for by the
terms of any Securities is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an "optional sinking fund
payment." If provided for by the terms of any Securities, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 12.02.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.




                                       60
<PAGE>

         SECTION 12.02 Satisfaction of Sinking Fund Payments with Securities.

         The Company or the Guarantor, as the case may be

         (1)      may deliver Outstanding Securities of a series (other than any
                  Securities previously called for redemption) and

         (2)      may apply as a credit Securities of a series which have been
                  redeemed either at the election of the Company pursuant to the
                  terms of such Securities or through the application of
                  permitted optional sinking fund payments pursuant to the terms
                  of such Securities,

in each case in satisfaction of all or any part of any sinking fund payment with
respect to any Securities of such series required to be made pursuant to the
terms of such Securities as and to the extent provided for by the terms of such
Securities; provided that the Securities to be so credited have not been
previously so credited. The Securities to be so credited shall be received and
credited for such purpose by the Trustee at the Redemption Price, as specified
in the Securities so to be redeemed, for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

         SECTION 12.03 Redemption of Securities for Sinking Fund.

         Not less than 45 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 12.02 and will also deliver to the Trustee or cause to be delivered any
Securities to be so delivered. Not less than 15 nor more than 45 days prior to
each such sinking fund payment date, the Trustee shall select the Securities to
be redeemed upon such sinking fund payment date in the manner specified in
Section 11.03 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section 11.04.
Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Sections 11.06 and 11.07.

                                  ARTICLE XIII
                       DEFEASANCE AND COVENANT DEFEASANCE

         SECTION 13.01 Company's Option to Effect Defeasance or Covenant
Defeasance.

         The Company may elect, at its option at any time, to have Section 13.02
or Section 13.03 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 3.01 as being defeasible pursuant to
such Section 13.02 or 13.03, in accordance with any applicable requirements
provided pursuant to Section 3.01 and upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 3.01 for
such Securities.




                                       61
<PAGE>

         SECTION 13.02 Defeasance and Discharge.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company and the Guarantor shall be deemed to have been discharged from their
respective obligations with respect to such Securities as provided in this
Section on and after the date the conditions set forth in Section 13.04 are
satisfied (hereinafter called "Defeasance"). For this purpose, such Defeasance
means that (i) the Company and the Guarantor shall be deemed to have paid and
discharged the entire indebtedness of the Company represented by such Securities
and the entire indebtedness of the Guarantor represented by the related
Guarantees and (ii) the Company and the Guarantor shall be deemed to have
satisfied all their respective other obligations under such Securities, the
Guarantees and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder:

         (1)      the rights of Holders of such Securities to receive, solely
                  from the trust fund described in Section 13.04 and as more
                  fully set forth in such Section, payments in respect of the
                  principal of and any premium and interest on such Securities
                  when payments are due,

         (2)      the Company's and the Guarantor's respective obligations with
                  respect to such Securities under Sections 3.04, 3.05, 3.06,
                  10.02 and 10.03,

         (3)      the rights, powers, trusts, duties and immunities of the
                  Trustee hereunder and

         (4)      this Article.

         Subject to compliance with this Article, the Company may exercise its
option (if any) to have this Section applied to any Securities notwithstanding
the prior exercise of its option (if any) to have Section 13.03 applied to such
Securities.

         SECTION 13.03 Covenant Defeasance.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be,

         (1)      the Company and the Guarantor shall be released from their
                  respective obligations under Section 8.01(1)(B)(i), Section
                  8.03, Section 10.05, Section 10.06, Section 14.01 and any
                  covenants provided pursuant to Section 3.01(18), 9.01(2) or
                  9.01(7) for the benefit of the Holders of such Securities, and

         (2)      the occurrence of any event specified in Sections 5.01(3),
                  5.01(4) (with respect to any of Section 8.01(1)(B)(i), Section
                  10.05, Section 10.06 and any such covenants provided pursuant
                  to Section 3.01(18), 9.01(2) or 9.01(7)) and 5.01(7) shall be
                  deemed not to be or result in an Event of Default,

in each case with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 13.04 are satisfied
(hereinafter called "Covenant Defeasance").






                                       62
<PAGE>

For this purpose, such Covenant Defeasance means that, with respect to such
Securities, the Company and the Guarantor may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such specified Section (to the extent so specified in the case of Section
5.01(4)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

         SECTION 13.04 Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to the application of Section
13.02 or Section 13.03 to any Securities or any series of Securities, as the
case may be:

         (1)      The Company or the Guarantor shall irrevocably have deposited
                  or caused to be deposited with the Trustee (or another trustee
                  which satisfies the requirements contemplated by Section 6.09
                  and agrees to comply with the provisions of this Article
                  applicable to it) as trust funds in trust for the purpose of
                  making the following payments, specifically pledged as
                  security for, and dedicated solely to, the benefits of the
                  Holders of such Securities,

                  (A)      money in an amount (in such currency, currencies or
                           currency unit or units in which the Securities of
                           such series are payable), or

                  (B)      in the case of Securities denominated in Dollars,
                           U.S. Government Obligations, or, in the case of
                           Securities denominated in a Foreign Currency, Foreign
                           Government Obligations, which through the scheduled
                           payment of principal and interest in respect thereof
                           in accordance with their terms will provide, not
                           later than one day before the due date of any
                           payment, money in an amount, or

                  (C)      a combination thereof,

                  in each case sufficient, in the opinion of a nationally
                  recognized firm of independent public accountants expressed in
                  a written certification thereof delivered to the Trustee, to
                  pay and discharge, and which shall be applied by the Trustee
                  (or any such other qualifying trustee) to pay and discharge,
                  the principal of and any premium and interest on such
                  Securities on the respective Stated Maturities, in accordance
                  with the terms of this Indenture and such Securities. As used
                  herein, "U.S. Government Obligation" means:

                  (x)      any security which is

                           (i)      a direct obligation of the United States of
                                    America for the payment of which the full
                                    faith and credit of the United States of
                                    America is pledged or

                           (ii)     an obligation of a Person controlled or
                                    supervised by and acting as an agency or
                                    instrumentality of the United States of
                                    America the






                                       63
<PAGE>

                                    payment of which is unconditionally
                                    guaranteed as a full faith and credit
                                    obligation by the United States of America,

                           which, in either case (i) or (ii), is not callable or
                           redeemable at the option of the issuer thereof; and

                  (y)      any depositary receipt issued by a bank (as defined
                           in Section 3(a)(2) of the Securities Act) as
                           custodian with respect to any U.S. Government
                           Obligation which is specified in clause (x) above and
                           held by such bank for the account of the holder of
                           such depositary receipt, or with respect to any
                           specific payment of principal of or interest on any
                           U.S. Government Obligation which is so specified and
                           held, provided that (except as required by law) such
                           custodian is not authorized to make any deduction
                           from the amount payable to the holder of such
                           depositary receipt from any amount received by the
                           custodian in respect of the U.S. Government
                           Obligation or the specific payment of principal or
                           interest evidenced by such depositary receipt.

         (2)      In the event of an election to have Section 13.02 apply to any
                  Securities or any series of Securities, as the case may be,
                  the Company or the Guarantor shall have delivered to the
                  Trustee an Opinion of Counsel stating that

                  (A)      the Company or the Guarantor has received from, or
                           there has been published by, the Internal Revenue
                           Service a ruling, or

                  (B)      since the date of this instrument, there has been a
                           change in the applicable Federal income tax law,

                  in either case (A) or (B) to the effect that, and based
                  thereon such opinion shall confirm that, the Holders of such
                  Securities will not recognize gain or loss for Federal income
                  tax purposes as a result of the deposit, Defeasance and
                  discharge to be effected with respect to such Securities and
                  will be subject to Federal income tax on the same amount, in
                  the same manner and at the same times as would be the case if
                  such deposit, Defeasance and discharge were not to occur.

         (3)      In the event of an election to have Section 13.03 apply to any
                  Securities or any series of Securities, as the case may be,
                  the Company or the Guarantor shall have delivered to the
                  Trustee an Opinion of Counsel to the effect that the Holders
                  of such Securities will not recognize gain or loss for Federal
                  income tax purposes as a result of the deposit and Covenant
                  Defeasance to be effected with respect to such Securities and
                  will be subject to Federal income tax on the same amount, in
                  the same manner and at the same times as would be the case if
                  such deposit and Covenant Defeasance were not to occur.

         (4)      No event which is, or after notice or lapse of time or both
                  would become, an Event of Default with respect to such
                  Securities or any other Securities shall have occurred and be
                  continuing at the time of such deposit or, with regard to any
                  such event specified in Sections 5.01(5) and (6), at any time
                  on or prior to the 90th day






                                       64
<PAGE>

                  after the date of such deposit (it being understood that this
                  condition shall not be deemed satisfied until after such 90th
                  day).

         (5)      Such Defeasance or Covenant Defeasance shall not cause the
                  Trustee to have a conflicting interest within the meaning of
                  the Trust Indenture Act (assuming all Securities are in
                  default within the meaning of such Act).

         (6)      Such Defeasance or Covenant Defeasance shall not result in a
                  breach or violation of, or constitute a default under, any
                  other agreement or instrument to which the Company or the
                  Guarantor is a party or by which it is bound.

         (7)      Such Defeasance or Covenant Defeasance shall not result in the
                  trust arising from such deposit constituting an investment
                  company within the meaning of the Investment Company Act of
                  1940 (and any statute successor thereto) unless such trust
                  shall be registered under such Act or exempt from registration
                  thereunder.

         (8)      The Company or the Guarantor shall have delivered to the
                  Trustee an Officer's Certificate and an Opinion of Counsel,
                  each stating that all conditions precedent with respect to
                  such Defeasance or Covenant Defeasance have been complied
                  with.

         SECTION 13.05 Deposited Money and U.S. Government Obligations to Be
                       Held in Trust; Miscellaneous Provisions.

         Subject to the provisions of the last paragraph of Section 10.03, all
money, U.S. Government Obligations (including the proceeds thereof) and Foreign
Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section and
Section 13.06, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 13.04 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.

         The Company or the Guarantor shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S.
Government Obligations and Foreign Government Obligations deposited pursuant to
Section 13.04 or the principal and interest received in respect thereof, other
than any such tax, fee or other charge which by law is for the account of the
Holders of Outstanding Securities.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money, U.S. Government Obligations or Foreign Government Obligations held by it
as provided in Section 13.04 with respect to any Securities which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in




                                       65
<PAGE>

excess of the amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.

         SECTION 13.06 Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company and the Guarantor have been
discharged or released pursuant to Section 13.02 or 13.03 shall be revived and
reinstated as though no deposit had occurred pursuant to this Article with
respect to such Securities, until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust pursuant to Section 13.05 with
respect to such Securities in accordance with this Article; provided, however,
that if the Company or the Guarantor makes any payment of principal of or any
premium or interest on any such Security following such reinstatement of its
obligations, the Company or the Guarantor, as the case may be, shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.

                                  ARTICLE XIV

                                   GUARANTEES

         SECTION 14.01 Guarantees.

         The Guarantor hereby unconditionally guarantees on a senior basis to
the Holders from time to time (a) the full and prompt payment of the principal
of and any premium on any Security when and as the same shall become due,
whether at the stated maturity thereof, by acceleration, redemption or
otherwise, or in the event of default in any sinking fund payment, and (b) the
full and prompt payment of any interest on any Security when and as the same
shall become due, subject to any applicable grace period. Each payment by the
Guarantor with respect to any Security shall be paid in the currency or
currencies specified for payments on such Security as contemplated by Section
3.01 and pursuant to this Indenture. Each and every default in the payment of
the principal of and any premium or interest on any Security shall give rise to
a separate cause of action hereunder, and separate suits may be brought
hereunder as each cause of action arises. The Guarantee hereunder constitutes a
guarantee of payment and not of collection.

         The obligations of the Guarantor hereunder with respect to a series of
Securities shall be absolute and unconditional, irrespective of the validity,
regularity or enforceability of the Securities or this Indenture, the absence of
any action to enforce the same, any waiver or consent by any Holder of the
Securities with respect to any provisions hereof or thereof, the recovery of any
judgment against the Company, any action to enforce the same, whether or not a
Guarantee is affixed to any particular Security, or any other circumstance which
might otherwise constitute a legal or equitable discharge or defense of a
Guarantor, and, subject to Section 8.03 and Articles IV and XIII, shall remain
in full force and effect until the entire principal of and any premium and
interest on the Securities of such series shall have been paid or provided for
in accordance with the provisions of such series and of this Indenture, and such
payment shall not be affected, modified or impaired upon the happening from time
to time of any event, including






                                       66
<PAGE>

without limitation any of the following, whether or not with notice to, or the
consent of, the Guarantor:

         (1)      the waiver, surrender, compromise, settlement, release or
                  termination of any or all of the obligations, covenants or
                  agreements of the Company under this Indenture or the
                  Securities of such series;

         (2)      the failure to give notice to the Guarantor of the occurrence
                  of a default or an Event of Default hereunder;

         (3)      the waiver, compromise or release of the payment, performance
                  or observance by the Company or the Guarantor of any or all of
                  the obligations, covenants or agreements of either of them
                  contained in this Indenture;

         (4)      the extension of the time for payment of principal of any
                  premium and interest on any Security of such series or for any
                  other payment under this Indenture or of the time for
                  performance of any other obligations, covenants or agreements
                  under or arising out of this Indenture;

         (5)      the modification or amendment (whether material or otherwise)
                  of any obligation, covenant or agreement set forth in this
                  Indenture or the Securities of such series;

         (6)      the taking or the omission of any of the actions referred to
                  in this Indenture and any of the actions under the Securities
                  of such series;

         (7)      any failure, omission, delay or lack on the part of the
                  Trustee to enforce, assert or exercise any right, power or
                  remedy conferred on the Trustee in this Indenture, or any
                  other act or acts on the part of the Trustee or any of the
                  Holders from time to time of the Securities of such series;

         (8)      the voluntary or involuntary liquidation, dissolution, sale or
                  other disposition of all or substantially all the assets,
                  marshalling of assets and liabilities, receivership,
                  insolvency, bankruptcy, assignment for the benefit of
                  creditors, reorganization, arrangement, composition with
                  creditors or readjustment of, or other similar proceedings
                  affecting the Guarantor or the Company, or any of the assets
                  of any of them, or any allegation or contest respecting the
                  validity of the Guarantee in any such proceeding;

         (9)      to the extent permitted by law, the release or discharge by
                  operation of law of the Guarantor from the performance or
                  observance of any obligation, covenant or agreement contained
                  in this Indenture;

         (10)     to the extent permitted by law, the release or discharge by
                  operation of law of the Company from the performance or
                  observance of any obligation, covenant or agreement contained
                  in this Indenture;

         (11)     the default or failure of the Guarantor or the Trustee fully
                  to perform any of its obligations set forth in this Indenture
                  or the Securities of such series; or





                                       67
<PAGE>

         (12)     the invalidity of this Indenture or the Securities of such
                  series or any part of any thereof.

         No set-off, counterclaim, reduction or diminution of any obligation, or
any defense of any kind or nature which the Guarantor has or may have against
the Trustee shall be available hereunder to the Guarantor against the Trustee to
reduce the payments of the Guarantor under this Section 14.01.

         The Guarantor assumes responsibility for being and remaining informed
of the financial condition of the Company and of all other circumstances bearing
upon the risk of nonpayment of amounts owing under the Securities which diligent
inquiry would reveal and agrees that the Holders of the Securities shall have no
duty to advise the Guarantor of information known to any of them regarding such
condition or any such circumstances.

         SECTION 14.02 Proceedings Against the Guarantor.

         In the event of a default in the payment of principal of or any premium
on any Security when and as the same shall become due, whether at the Stated
Maturity thereof, by acceleration, call for redemption or otherwise, or in the
event of a default in any sinking fund payment, or in the event of a default in
the payment of any interest on any Security when and as the same shall become
due, each of the Trustee and the Holder of such Security shall have the right to
proceed first and directly against the Guarantor under this Indenture without
first proceeding against the Company or exhausting any other remedies which the
Trustee or such Holder may have and without resorting to any other security held
by it.

         The Trustee shall have the right, power and authority to do all things
it deems necessary or advisable to enforce the provisions of this Indenture
relating to the Guarantee and to protect the interests of the Holders of the
Securities and, in the event of a default in payment of the principal of or any
premium on any Security when and as the same shall become due, whether at the
Stated Maturity thereof, by acceleration, call for redemption or otherwise, or
in the event of a default in any sinking fund payment, or in the event of a
default in the payment of any interest on any Security when and as the same
shall become due, the Trustee may institute or appear in such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect and
enforce any of its rights and the rights of the Holders, whether for the
specific enforcement of any covenant or agreement in this Indenture relating to
the Guarantee or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy. Without limiting the generality of the
foregoing, in the event of a default in payment of the principal of and any
premium and interest on any Security when due, the Trustee may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Guarantor and collect the monies adjudged or decreed to be payable
in the manner provided by applicable law out of the property of the Guarantor,
wherever situated.

         SECTION 14.03 Guarantees for Benefit of Holders.

         The Guarantees contained in this Indenture are provided by the
Guarantor for the benefit of the Holders from time to time. Such provisions
shall not be deemed to create any right in, or






                                       68
<PAGE>

to be in whole or in part for the benefit of any Person other than, the Trustee,
the Guarantor, the Holders from time to time and their permitted successors and
assigns.




                                       69
<PAGE>


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

                                MARATHON GLOBAL FUNDING CORPORATION



                                By:  /s/ JOHN T. MILLS
                                   -------------------------------------------
                                     John T. Mills
                                     President


                                MARATHON OIL CORPORATION



                                By:  /s/ JOHN T. MILLS
                                   -------------------------------------------
                                     John T. Mills
                                     Chief Financial Officer



                                JPMORGAN CHASE BANK



                                By:  /s/ JOHN G. JONES
                                   -------------------------------------------
                                     John G. Jones
                                     Vice President



                                       70
<PAGE>


STATE OF TEXAS             )
                           )
COUNTY OF HARRIS           )

         On the 14th day of June, 2002, before me personally came John T. Mills,
to me known, who, being by me duly sworn, did depose and say that he is
President of Marathon Global Funding Corporation, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.

                                                /s/ CRISTINA ARIAS
                                                -------------------------------
                                                Notary Public

[NOTARIAL SEAL]



STATE OF TEXAS             )
                           )
COUNTY OF HARRIS           )

         On the 14th day of June, 2002, before me personally came John T. Mills,
to me known, who, being by me duly sworn, did depose and say that he is Chief
Financial Officer of Marathon Oil Corporation, one of the corporations described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.

                                                /s/ CRISTINA ARIAS
                                                -------------------------------
                                                Notary Public

[NOTARIAL SEAL]






                                       71
<PAGE>


STATE OF TEXAS             )
                           )
COUNTY OF HARRIS           )

         On the 14th day of June, 2002, before me personally came John G. Jones,
to me known, who, being by me duly sworn, did depose and say that he is a Vice
President of JPMorgan Chase Bank, one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.

                                                /s/ CASSANDRA M. EDMONDSON
                                                -------------------------------
                                                Notary Public

[NOTARIAL SEAL]







                                       72