<PAGE>
                                                                     EXHIBIT 4.1


                      MARATHON GLOBAL FUNDING CORPORATION,
                                     Issuer



                            MARATHON OIL CORPORATION,
                                    Guarantor



                                       and



                              JPMORGAN CHASE BANK,
                                     Trustee





                                    INDENTURE




                         Dated as of ____________, 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>                                                        <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>
<CAPTION>
                                                                            Page
                                                                            ----
<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>
<CAPTION>
                                                                            Page
                                                                            ----
<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 __________, 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 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.

      SECTION 1.12 Governing Law.

                                       11
<PAGE>
      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,


                          Redemption                         Redemption
        Year                Price             Year             Price
        ----              ----------          ----           ----------



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,


                                                         Redemption Price
                        Redemption Price             for Redemption Otherwise
                     for Redemption Through           Than Through Operation
        Year      Operation of the Sinking Fund         of the Sinking Fund
        ----      -----------------------------         ------------------





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
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such

                                       33
<PAGE>
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 (66 2/3%) 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
or transfer 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

                                       54
<PAGE>
and with any 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

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<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

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<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

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<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

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<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

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<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:
                                        --------------------------------------
                                        John T. Mills
                                        President


                                    MARATHON OIL CORPORATION

                                    By:
                                        --------------------------------------
                                        John T. Mills
                                        Chief Financial Officer



                                    JPMORGAN CHASE BANK

                                    By:
                                        --------------------------------------
                                        John G. Jones
                                        Vice President and Trust Officer

                                       70
<PAGE>
STATE OF TEXAS          )
                        )
COUNTY OF HARRIS        )

      On the ___ day of _________________, 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.


                                    ___________________________________________
                                    Notary Public

[NOTARIAL SEAL]



STATE OF TEXAS          )
                        )
COUNTY OF HARRIS        )

      On the ___ day of _________________, 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.


                                    ___________________________________________
                                    Notary Public

[NOTARIAL SEAL]


                                       71
<PAGE>
STATE OF TEXAS          )
                        )
COUNTY OF HARRIS        )

      On the ____ day of ______________, 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 and Trust Officer 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.


                                    ___________________________________________
                                    Notary Public

[NOTARIAL SEAL]


                                       72