<PAGE>
                                                                     EXHIBIT 4.2



                       MARATHON GLOBAL FUNDING CORPORATION
                            MARATHON OIL CORPORATION

                        OFFICERS' CERTIFICATE PURSUANT TO
               SECTIONS 1.02, 2.01, 3.01 AND 3.03 OF THE INDENTURE

                                  June 21, 2002


                  The undersigned, John T. Mills and John A. Evans, do hereby
certify that they are the duly appointed President of Marathon Global Funding
Corporation, a Nova Scotia unlimited liability company (the "Company") and Chief
Financial Officer of Marathon Oil Corporation, a Delaware corporation (the
"Guarantor"), and the Secretary of the Company, respectively. This Officers'
Certificate is being executed and delivered (a) pursuant to Sections 1.02, 2.01,
3.01 and 3.03 of the Indenture, dated as of June 14, 2002 (the "Indenture"),
among the Company, the Guarantor and JPMorgan Chase Bank, as Trustee, and (b) in
connection with the order dated June 21, 2002 by the Company to the Trustee (the
"Order") for the authentication and delivery of the Company's 6% Notes due July
1, 2012 (the "Notes"). The undersigned hereby certifies that:

         1. As of June 18, 2002, the terms of the Notes (including the form of
         the Notes) set forth in Annex A hereto were established by an
         authorized committee of officers of the Company.

         2. The undersigned have read Sections 1.02, 2.01, 3.01 and 3.03 of the
         Indenture and the definitions in the Indenture relating thereto.

         3. The statements made herein are based either upon the personal
         knowledge of the persons making this Certificate or on information,
         data and reports furnished to such persons by the officers, counsel,
         department heads or employees of the Company who have knowledge of the
         facts involved.

         4. The undersigned have examined the Order, and they have examined the
         covenants, conditions and provisions of the Indenture relating thereto.

         5. In the opinion of the undersigned, they have made such examination
         or investigation as is necessary to enable them to express an informed
         opinion as to whether or not all covenants and conditions provided for
         in the Indenture with respect to the authentication of the Notes have
         been complied with.

         6. In the opinion of the undersigned, all covenants and conditions
         precedent provided in the Indenture to the authentication and delivery
         by the Trustee of the Notes have been complied with.




<PAGE>



                                                                               2


                  IN WITNESS WHEREOF, the undersigned have executed this
certificate effective as of the date set forth above.


                      /s/ JOHN T. MILLS
                      ------------------------------------------------
                      John T. Mills
                      President, Marathon Global Funding Corporation and
                      Chief Financial Officer, Marathon Oil Corporation



                      /s/ JOHN A. EVANS
                      ------------------------------------------------
                      John A. Evans
                      Secretary, Marathon Global Funding Corporation







<PAGE>

                                                                         ANNEX A


                       MARATHON GLOBAL FUNDING CORPORATION

                                6% NOTES DUE 2012

                  A series of Securities are hereby established pursuant to
Section 3.01 of the Indenture dated as of June 14, 2002 between Marathon Global
Funding Corporation (the "Company"), Marathon Oil Corporation and JPMorgan Chase
Bank (the "Trustee") relating to senior debt securities of the Company (the
"Indenture") as follows:

                  1. Each capitalized term used but not defined herein shall
have the meaning assigned to such term in the Indenture.

                  2. The title of such series of Securities shall be the "6%
Senior Notes due 2012" (the "Notes"). The Notes will be offered pursuant to the
Indenture. The price at which the Notes shall be issued is 99.174%.

                  3. The aggregate principal amount of the Notes that may be
initially authenticated and delivered under the Indenture shall be $400,000,000
(except for Notes authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Notes pursuant to Section 3.04, 3.05,
3.06, 9.06 or 11.07 of the Indenture, and except for any Notes which, pursuant
to Section 3.03 of the Indenture, shall be deemed never to have been
authenticated and delivered thereunder).

                  4. The date on which the principal of the Notes is due and
payable, unless accelerated pursuant to the Indenture, is July 1, 2012.

                  5. The Notes shall bear interest at the rate of 6% per annum.
The date from which interest shall accrue for the Notes shall be June 21, 2002.
Interest shall be payable semiannually on January 1 and July 1 of each year
(each, an "Interest Payment Date"), commencing January 1, 2003, to each Person
in whose name the Notes (or one or more Predecessor Securities) are registered
at the close of business on the regular record date for such interest. The
regular record dates for interest payable on the Notes shall be the December 15
or June 15 (as the case may be), whether or not a Business Day, immediately
preceding an Interest Payment Date. Interest on the Notes shall be calculated on
the basis of a 360-day year consisting of twelve 30-day months.

                  6. The Notes shall be issuable only in denominations of $1,000
and any integral multiple thereof. Subject to any prior conditions stated in the
Indenture, the Notes shall be issued in definitive form.

                  7. The place or places where (a) the principal of, premium (if
any) and interest on the Notes shall be payable, (b) the Notes may be
surrendered for registration of transfer or for exchange and (c) notices may be
given to the Company in respect of the Notes, is the Corporate Trust Office of
the Trustee in New York, New York, or such other offices or






                                      A-1
<PAGE>

agencies maintained for such purposes as the Company may designate from time to
time and in accordance with the Indenture; provided that payment of interest,
other than at Maturity, may be made, at the option of the Company, 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 such account shall appear in the
Security Register.

                  8. The Notes are subject to redemption upon not less than 30
days' notice by mail, at any time, in whole or in part, at the election of the
Company, at a redemption price equal to the greater of (1) 100% of the principal
amount of such Notes to be redeemed or (2) the sum of the present values of the
remaining scheduled payments of principal and interest on the Notes to be
redeemed (exclusive of interest accrued to the date of redemption) discounted to
the date of redemption on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the then current Treasury Rate plus 25 basis points,
plus, in either case, accrued and unpaid interest on the principal amount being
redeemed to the date of redemption.

                  "Business Day" means any calendar day that is not a Saturday,
Sunday or legal holiday in New York, New York or Houston, Texas and on which
commercial banks are open for business in New York, New York and Houston, Texas.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term ("Remaining Life") of the Notes to be redeemed
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of such Notes.

                  "Comparable Treasury Price" means, with respect to any
redemption date, (1) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest Reference Treasury
Dealer Quotations, or (2) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.

                  "Independent Investment Banker" means one of the Reference
Treasury Dealers that the Company appoints to act as the Independent Investment
Banker from time to time.

                  "Reference Treasury Dealer" means (1) each of Banc of America
LLC and J.P. Morgan Securities Inc., and their respective successors, and two
other firms that are primary U.S. Government securities dealers (each a "Primary
Treasury Dealer") which the Company specifies from time to time; provided,
however, that if any of them ceases to be a Primary Treasury Dealer, the Company
shall substitute another Primary Treasury Dealer.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such redemption date.

                  "Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to: (1) the yield, under the heading which represents
the average for the immediately preceding week, appearing in the most recently
published statistical release designated







                                      A-2
<PAGE>

"H.15(519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the Comparable Treasury Issue; provided that, if no maturity is within three
months before or after the Remaining Life of the Notes to be redeemed, yields
for the two published maturities most closely corresponding to the Comparable
Treasury Issue shall be determined and the Treasury Rate shall be interpolated
or extrapolated from such yields on a straight line basis, rounding to the
nearest month; or (2) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date. The Treasury
Rate shall be calculated on the third Business Day preceding the redemption
date.

                  Notice of the redemption will be mailed to each holder of the
applicable series of Notes to be redeemed by first-class mail at least 30 and
not more than 60 days prior to the date fixed for redemption. If fewer than all
of the Notes are to be redeemed, the Trustee will select, not more than 60 days
prior to the redemption date, the particular Notes or portions thereof for
redemption from the outstanding Notes not previously called by such method as
the Trustee deems fair and appropriate.

                  9. The Notes are not subject to any sinking fund or analogous
provisions. The Notes will not be redeemable at the option of the Holder thereof
prior to Maturity.

                  10. The Company will not pay additional amounts on any of the
Notes to Holders in respect of any tax, assessment or governmental charge
withheld or deducted.

                  11. The Notes may be purchased only in currency of the United
States and payment of principal of, premium, (if any), and interest on the Notes
will only be made in currency of the United States.

                  12. The Events of Default and covenants specified in the
Indenture will apply to the Notes without additions or changes.

                  13. One hundred percent (100%) of the principal amount of the
Notes will be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 5.02 of the Indenture.

                  14. The defeasance and covenant defeasance provisions of
Article XIII of the Indenture will apply to the Notes.

                  15. The Notes shall be issued in the form of one or more
Global Securities (the "Global Notes"). The Depository for the Global Notes
shall be The Depository Trust Company, a New York corporation ("DTC'), and the
Global Notes shall be registered in the name of DTC or Cede & Co., as a nominee
of DTC. Except as set forth in Sections 2.03 or 3.05 of the Indenture, such
Global Notes may only be transferred, in whole and not in part, to the
Depository or another nominee of the Depository.




                                      A-3
<PAGE>

                  16. The Trustee will initially act as the security registrar
for the Notes and as the Paying Agent with respect to the Notes.

                  17. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit 1 hereto.




                                      A-4
<PAGE>



                                                                       Exhibit 1

                       MARATHON GLOBAL FUNDING CORPORATION
                                   % NOTES DUE
                     FULLY AND UNCONDITIONALLY GUARANTEED BY
                            MARATHON OIL CORPORATION

NO. 1                                                                      $
                                                                       CUSIP NO.



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.

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

         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 Cede & Co., or registered assigns, the principal sum of
Million Dollars ($     ) on     ,     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. 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






<PAGE>

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.

                  For the purposes of the Interest Act (Canada), if in this
Security a rate of interest is 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 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 with respect to this 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.

                  Payment of the principal of (and premium, if any) and interest
on this Security will be made at the office or agency of the Company maintained
for that purpose in New York, New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; 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.

                  The Guarantor hereby fully and 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 this Security when and as the same shall
become due, whether at the Stated Maturity thereof, by acceleration, redemption
or otherwise, and (b) the full and prompt payment of any interest on this
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.


                                       2


<PAGE>

                  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.




                                       3


<PAGE>


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

                                 Attest:

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


                                    GUARANTEE

                  Marathon Oil Corporation, a Delaware corporation
unconditionally guarantees to the holder of this Security, upon the terms and
subject to the conditions set forth in the Indenture referenced on the reverse
hereof, (a) the full and prompt payment of the principal of and any premium on
this Security when and as the same shall become due, whether at the Stated
Maturity thereof, by acceleration, redemption or otherwise, and (b) the full and
prompt payment of interest on this Security when and as the same shall become
due, subject to any applicable grace period.

                                 MARATHON OIL CORPORATION, as
                                 Guarantor



                                 By
                                   --------------------------------------------
                                      Paul C. Reinbolt
                                      Vice President-Finance and Treasurer

                                 Attest:

                                 ----------------------------------------------
                                 William F. Schwind, Jr.
                                 Vice President, General Counsel and
                                 Secretary



<PAGE>


                          CERTIFICATE OF AUTHENTICATION



                  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



<PAGE>




                       MARATHON GLOBAL FUNDING CORPORATION
                                   % NOTES DUE
                     FULLY AND UNCONDITIONALLY GUARANTEED BY
                            MARATHON OIL CORPORATION

                  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 June 14, 2002, (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between 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, initially limited
in aggregate principal amount to $ .

                  The Securities of this series are subject to redemption prior
to the Stated Maturity upon not less than 30 days' notice by mail, at any time,
in whole or in part, at the election of the Company, at a redemption price equal
to the greater of (1) 100% of the principal amount of such Securities to be
redeemed or (2) the sum of the present values of the remaining scheduled
payments of principal and interest on the Securities to be redeemed (exclusive
of interest accrued to the date of redemption) discounted to the date of
redemption on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the then current Treasury Rate plus basis points, plus, in
either case, accrued and unpaid interest on the principal amount being redeemed
to the date of redemption.

                  "Business Day" means any calendar day that is not a Saturday,
Sunday or legal holiday in New York, New York or Houston, Texas and on which
commercial banks are open for business in New York, New York and Houston, Texas.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term ("Remaining Life") of the Securities to be
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of such Securities.

                  "Comparable Treasury Price" means, with respect to any
redemption date, (1) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest Reference Treasury
Dealer Quotations, or (2) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.




                                       1

<PAGE>

                  "Independent Investment Banker" means one of the Reference
Treasury Dealers that the Company appoints to act as the Independent Investment
Banker from time to time.

                  "Reference Treasury Dealer" means each of Banc of America
Securities LLC and J.P. Morgan Securities Inc., and their respective successors,
and two other firms that are primary U.S. Government securities dealers (each a
"Primary Treasury Dealer") which the Company specifies from time to time;
provided, however, that if any of them ceases to be a Primary Treasury Dealer,
the Company shall substitute therefor another Primary Treasury Dealer.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such redemption date.

                  "Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to: (1) the yield, under the heading which represents
the average for the immediately preceding week, appearing in the most recently
published statistical release designated "H.15(519)" or any successor
publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption "Treasury
Constant Maturities," for the maturity corresponding to the Comparable Treasury
Issue; provided that, if no maturity is within three months before or after the
Remaining Life of the Securities to be redeemed, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Treasury Rate shall be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month; or (2) if such
release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date. The Treasury Rate shall be calculated on the third
Business Day preceding the redemption date.


                  Notice of the redemption will be mailed to holders of
Securities by first-class mail at least 30 and not more than 60 days prior to
the date fixed for redemption. If fewer than all of the Securities are to be
redeemed, the Trustee will select, not more than 60 days prior to the redemption
date, the particular Securities or portions thereof for redemption from the
outstanding Securities not previously called by such method as the Trustee deems
fair and appropriate.





                                       2
<PAGE>


                  Unless the Company defaults in payment of the redemption
price, on or after the redemption date, interest will cease to accrue on the
Securities or portions thereof called for redemption.

                  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.

                  The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Security or of 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 an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided for in the Indenture.

                  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






                                       3
<PAGE>

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 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 $1,000 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.




                                       4
<PAGE>

                  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.





                                       5
<PAGE>



                               FORM OF ASSIGNMENT

ABBREVIATIONS

                  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).

                 Additional abbreviations may also be used though not in the
above list.

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



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

                             ---------------------
                        Please insert Social Security or
                      other identifying number of assignee

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE

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

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

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

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

the within Security and all rights thereunder, hereby irrevocably constituting
and appointing __________________________________ attorney to transfer said
Security on the books of the Company, with full power of substitution in the
premises.



                                                     Dated:
                                                           --------------------


                                                     Notice: The signature to
                                                     this assignment must
                                                     correspond with the name as
                                                     written on the face of the
                                                     within instrument in every
                                                     particular, without
                                                     alteration or enlargement,
                                                     or any change whatever.



                                       6
<PAGE>


    SCHEDULE OF INCREASES OR DECREASES IN THE PRINCIPAL AMOUNT OF SECURITIES

                 The original principal amount of this Security is     Million
U.S. Dollars ($    ). The following increases or decreases in the principal
amount of this Security have been made:


<Table>
<Caption>
                            Amount of                   Amount of            Principal amount          Signature of
                           decrease in                 increase in                of this          authorized signatory
     Date of             principal amount           principal amount        Security following              of
   increase or               of this                     of this               such decrease            Trustee or
     decrease                Security                   Security               (or increase)            Depositary
   -----------           ----------------           ----------------        ------------------     --------------------
<S>                      <C>                        <C>                     <C>                    <C>





</Table>







                                       7