<PAGE>




                                                                     EXHIBIT 4.1


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






                             PARKER DRILLING COMPANY

                                       AND

                     THE SUBSIDIARY GUARANTORS PARTY HERETO



                              SERIES A AND SERIES B

                          10 1/8% SENIOR NOTES DUE 2009

                                   ----------

                                    INDENTURE

                             DATED AS OF MAY 2, 2002

                                   ----------





                                   ----------


                              JPMORGAN CHASE BANK,


                                     Trustee

                                   ----------


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



<PAGE>



                               TABLE OF CONTENTS

<Table>
<Caption>


                                                                                                                PAGE
                                                                                                                ----


<S>                                                                                                             <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE..............................................................1
   Section 1.01     DEFINITIONS...................................................................................1
   Section 1.02     OTHER DEFINITIONS............................................................................15
   Section 1.03     INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT............................................15
   Section 1.04     RULES OF CONSTRUCTION........................................................................16

ARTICLE 2 THE NOTES..............................................................................................16
   Section 2.01     FORM AND DATING..............................................................................16
   Section 2.02     EXECUTION AND AUTHENTICATION.................................................................17
   Section 2.03     REGISTRAR AND PAYING AGENT...................................................................17
   Section 2.04     PAYING AGENT TO HOLD MONEY IN TRUST..........................................................17
   Section 2.05     HOLDER LISTS.................................................................................18
   Section 2.06     TRANSFER AND EXCHANGE........................................................................18
   Section 2.07     REPLACEMENT NOTES............................................................................21
   Section 2.08     OUTSTANDING NOTES............................................................................21
   Section 2.09     TREASURY NOTES...............................................................................21
   Section 2.10     TEMPORARY NOTES..............................................................................22
   Section 2.11     CANCELLATION.................................................................................22
   Section 2.12     DEFAULTED INTEREST...........................................................................22
   Section 2.13     CUSIP NUMBERS................................................................................22

ARTICLE 3 REDEMPTION AND PREPAYMENT..............................................................................22
   Section 3.01     NOTICES TO TRUSTEE...........................................................................22
   Section 3.02     SELECTION OF NOTES TO BE REDEEMED............................................................22
   Section 3.03     NOTICE OF REDEMPTION.........................................................................23
   Section 3.04     EFFECT OF NOTICE OF REDEMPTION...............................................................23
   Section 3.05     DEPOSIT OF REDEMPTION PRICE..................................................................24
   Section 3.06     NOTES REDEEMED IN PART.......................................................................24
   Section 3.07     OPTIONAL REDEMPTION..........................................................................24
   Section 3.08     MANDATORY REDEMPTION.........................................................................24
   Section 3.09     OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS..........................................24

ARTICLE 4 COVENANTS..............................................................................................26
   Section 4.01     PAYMENT OF NOTES.............................................................................26
   Section 4.02     MAINTENANCE OF OFFICE OR AGENCY..............................................................26
   Section 4.03     REPORTS......................................................................................26
   Section 4.04     COMPLIANCE CERTIFICATE.......................................................................27
   Section 4.05     TAXES........................................................................................28
   Section 4.06     STAY, EXTENSION AND USURY LAWS...............................................................28
   Section 4.07     RESTRICTED PAYMENTS..........................................................................28
   Section 4.08     DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES...............................29
   Section 4.09     INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED EQUITY..................................30
   Section 4.10     ASSET SALES..................................................................................30
   Section 4.11     TRANSACTIONS WITH AFFILIATES.................................................................32
   Section 4.12     LIENS........................................................................................32
   Section 4.13     ISSUANCES AND SALES OF CAPITAL STOCK OF WHOLLY OWNED SUBSIDIARIES............................32
   Section 4.14     SALE-AND-LEASEBACK TRANSACTIONS..............................................................33
   Section 4.15     OFFER TO REPURCHASE UPON CHANGE OF CONTROL...................................................33
   Section 4.16     BUSINESS ACTIVITIES..........................................................................34

ARTICLE 5 SUCCESSORS.............................................................................................34
   Section 5.01     MERGER, CONSOLIDATION, OR SALE OF ASSETS.....................................................34
</Table>


                                       i
<PAGE>

<Table>

<S>                                                                                                             <C>
   Section 5.02     SUCCESSOR CORPORATION SUBSTITUTED............................................................34

ARTICLE 6 DEFAULTS AND REMEDIES..................................................................................35
   Section 6.01     EVENTS OF DEFAULT............................................................................35
   Section 6.02     ACCELERATION.................................................................................36
   Section 6.03     OTHER REMEDIES...............................................................................36
   Section 6.04     WAIVER OF PAST DEFAULTS......................................................................36
   Section 6.05     CONTROL BY MAJORITY..........................................................................36
   Section 6.06     LIMITATION ON SUITS..........................................................................37
   Section 6.07     RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT................................................37
   Section 6.08     COLLECTION SUIT BY TRUSTEE...................................................................37
   Section 6.09     TRUSTEE MAY FILE PROOFS OF CLAIM.............................................................37
   Section 6.10     PRIORITIES...................................................................................37
   Section 6.11     UNDERTAKING FOR COSTS........................................................................38

ARTICLE 7 TRUSTEE................................................................................................38
   Section 7.01     DUTIES OF TRUSTEE............................................................................38
   Section 7.02     RIGHTS OF TRUSTEE............................................................................39
   Section 7.03     INDIVIDUAL RIGHTS OF TRUSTEE.................................................................39
   Section 7.04     TRUSTEE'S DISCLAIMER.........................................................................39
   Section 7.05     NOTICE OF DEFAULTS...........................................................................39
   Section 7.06     REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES...................................................39
   Section 7.07     COMPENSATION AND INDEMNITY...................................................................40
   Section 7.08     REPLACEMENT OF TRUSTEE.......................................................................40
   Section 7.09     SUCCESSOR TRUSTEE BY MERGER, ETC.............................................................41
   Section 7.10     ELIGIBILITY; DISQUALIFICATION................................................................41
   Section 7.11     PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY........................................41

ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE...............................................................41
   Section 8.01     OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.....................................41
   Section 8.02     LEGAL DEFEASANCE AND DISCHARGE...............................................................42
   Section 8.03     COVENANT DEFEASANCE..........................................................................42
   Section 8.04     CONDITIONS TO LEGAL OR COVENANT DEFEASANCE...................................................42
   Section 8.05     DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS
                    PROVISIONS...................................................................................43
   Section 8.06     REPAYMENT TO THE COMPANY.....................................................................44
   Section 8.07     REINSTATEMENT................................................................................44

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER.......................................................................44
   Section 9.01     WITHOUT CONSENT OF HOLDERS OF NOTES..........................................................44
   Section 9.02     WITH CONSENT OF HOLDERS OF NOTES.............................................................45
   Section 9.03     COMPLIANCE WITH TRUST INDENTURE ACT..........................................................46
   Section 9.04     REVOCATION AND EFFECT OF CONSENTS............................................................46
   Section 9.05     NOTATION ON OR EXCHANGE OF NOTES.............................................................46
   Section 9.06     TRUSTEE TO SIGN AMENDMENTS, ETC..............................................................46

ARTICLE 10 SUBSIDIARY GUARANTEES.................................................................................47
   Section 10.01    SUBSIDIARY GUARANTEES........................................................................47
   Section 10.02    ADDITIONAL SUBSIDIARY GUARANTEES.. ..........................................................48
   Section 10.03    LIMITATION OF SUBSIDIARY GUARANTORS' LIABILITY...............................................49
   Section 10.04    SUBSIDIARY GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS................................49
   Section 10.05    RELEASES OF SUBSIDIARY GUARANTORS............................................................50
   Section 10.06    "TRUSTEE" TO INCLUDE PAYING AGENT............................................................50
   Section 10.07    CONTRIBUTION.................................................................................50
   Section 10.08    EXECUTION OF NOTATIONS OF SUBSIDIARY GUARANTEES..............................................50

ARTICLE 11 MISCELLANEOUS.........................................................................................51
   Section 11.01    TRUST INDENTURE ACT CONTROLS.................................................................51
</Table>



                                       ii
<PAGE>
<Table>

<S>                                                                                                             <C>
   Section 11.02    NOTICES......................................................................................51
   Section 11.03    COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES................................52
   Section 11.04    CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT...........................................52
   Section 11.05    STATEMENTS REQUIRED IN CERTIFICATE OR OPINION................................................53
   Section 11.06    RULES BY TRUSTEE AND AGENTS..................................................................53
   Section 11.07    NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS.....................53
   Section 11.08    GOVERNING LAW................................................................................53
   Section 11.09    NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS................................................53
   Section 11.10    SUCCESSORS...................................................................................53
   Section 11.11    SEVERABILITY.................................................................................53
   Section 11.12    COUNTERPART ORIGINALS........................................................................53
   Section 11.13    TABLE OF CONTENTS, HEADINGS, ETC.............................................................54


EXHIBIT A      FORM OF SERIES A NOTE...............................................................................A-1
EXHIBIT B      FORM OF SERIES A NOTE...............................................................................B-1
EXHIBIT C      CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF DEFINITIVE NOTES...........C-1
EXHIBIT D      FORM OF SUPPLEMENTAL INDENTURE......................................................................D-1
</Table>


                                      iii
<PAGE>


         THIS INDENTURE dated as of May 2, 2002 is by and among Parker Drilling
Company, a Delaware corporation (the "Company"), the Subsidiary Guarantors (as
defined herein) and JPMorgan Chase Bank, a New York banking corporation, as
trustee (the "Trustee").

         The Company, the Subsidiary Guarantors and the Trustee agree as follows
for the benefit of one another and for the equal and ratable benefit of the
Holders of the 10 1/8% Senior Notes due 2009, Series A of the Company (the
"Series A Notes") and the 10 1/8% Senior Notes due 2009, Series B of the
Company to be issued to Holders pursuant to an Exchange Offer (the "Series B
Notes" and, together with the Series A Notes , the "Notes"), without preference
of one series of Notes over the other:

                   DEFINITIONS AND INCORPORATION BY REFERENCE

    DEFINITIONS.

         "Agent" means any Registrar, Paying Agent or co-registrar.

         "Acquired Indebtedness" means, with respect to any specified Person,
(i) Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including,
without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.

         "Additional Series A Notes" means any Series A Notes originally issued
after the Issue Date.

         "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 purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that
beneficial ownership of 10% or more of the voting securities of a Person shall
be deemed to be control.

         "Attributable Indebtedness" in respect of a sale-and-leaseback
transaction means, at the time of determination, the present value (discounted
at the rate of interest implicit in such transaction, determined in accordance
with GAAP) of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale-and-leaseback transaction
(including any period for which such lease has been extended or may, at the
option of the lessor, be extended). As used in the preceding sentence, the "net
rental payments" under any lease for any such period shall mean the sum of
rental and other payments required to be paid with respect to such period by the
lessee thereunder, excluding any amounts required to be paid by such lessee on
account of maintenance and repairs, insurance, taxes, assessments, water rates
or similar charges. In the case of any lease that is terminable by the lessee
upon payment of penalty, such net rental payment shall also include the amount
of such penalty, but no rent shall be considered as required to be paid under
such lease subsequent to the first date upon which it may be so terminated.

         "Bankruptcy Custodian" means any receiver, trustee, assignee,
liquidator or similar officer under any Bankruptcy Law.

         "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

         "Board of Directors" means the Board of Directors of the Company, or
any authorized committee of the Board of Directors.

         "Business Day" means any day other than a Legal Holiday.



                                       1
<PAGE>

         "Capital Lease Obligation" means, at the time any determination thereof
is to be made, the amount of the liability in respect of a capital lease that
would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.

         "Capital Stock" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership, partnership
interests (whether general or limited), (iv) in the case of a limited liability
corporation or similar entity, any membership or other similar interests therein
and (v) any other interest or participation that confers on a Person the right
to receive a share of the profits and losses of, or distributions of assets of,
the issuing Person.

         "Cash Equivalents" means (i) any evidence of Indebtedness with a
maturity of 365 days or less issued or directly and fully guaranteed or insured
by the United States of America or any agency or instrumentality thereof
(provided that the full faith and credit of the United States of America is
pledged in support thereof); (ii) demand and time deposits and certificates of
deposit or acceptances with a maturity of 365 days or less of any financial
institution that is a member of the Federal Reserve System having combined
capital and surplus and undivided profits of not less than $500 million; (iii)
commercial paper with a maturity of 270 days or less issued by a corporation
that is not an Affiliate of the Company and is organized under the laws of any
state of the United States or the District of Columbia and rated at least A-2 by
Standard and Poor's or at least P-2 by Moody's; (iv) repurchase obligations with
a term of not more than seven days for underlying securities of the types
described in clause (i) above entered into with any commercial bank meeting the
specifications of clause (ii) above; (v) overnight bank deposits and bankers'
acceptances at any commercial bank meeting the qualifications specified in
clause (ii) above; (vi) deposits available for withdrawal on demand with any
commercial bank not meeting the qualifications specified in clause (ii) above,
provided all such deposits do not exceed $5 million in the aggregate at any one
time; (vii) demand and time deposits and certificates of deposit with any
commercial bank organized in the United States not meeting the qualifications
specified in clause (ii) above, provided that such deposits and certificates
support bond, letter of credit and other similar types of obligations incurred
in the ordinary course of business; and (viii) investments in money market or
other mutual funds substantially all of whose assets comprise securities of the
types described in clauses (i) through (v) above, including those for which the
Trustee, or any Affiliate thereof, receives compensation with respect to such
investment.

         "Change of Control" means the occurrence of any of the following: (i)
the sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Restricted Subsidiaries
taken as a whole to any "person" (as such term is used in Section 13(d)(3) of
the Exchange Act); (ii) the Company consolidates with or merges into another
Person or any Person consolidates with, or merges into, the Company, in any such
event pursuant to a transaction in which the outstanding voting stock of the
Company is changed into or exchanged for cash, securities or other property,
other than any such transaction where (a) the outstanding voting stock of the
Company is changed into or exchanged for voting stock of the surviving or
resulting Person that is Qualified Capital Stock and (b) the holders of the
voting stock of the Company immediately prior to such transaction own, directly
or indirectly, not less than a majority of the voting stock of the surviving or
resulting Person immediately after such transaction; (iii) the adoption of a
plan relating to the liquidation or dissolution of the Company; (iv) the
consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any "person" (as defined above)
becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and Rule
13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the
voting stock of the Company or (v) the first day on which a majority of the
members of the Board of Directors of the Company are not Continuing Directors.
For purposes of this definition, any transfer of an equity interest of an entity
that was formed for the purpose of acquiring voting stock of the Company will be
deemed to be a transfer of such portion of such voting stock as corresponds to
the portion of the equity of such entity that has been so transferred.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Commission" or "SEC" means the Securities and Exchange Commission.

         "Consolidated Cash Flow" means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period plus (i) an
amount equal to any extraordinary loss plus any net loss realized in



                                       2
<PAGE>

connection with an Asset Sale (to the extent such losses were deducted in
computing such Consolidated Net Income), plus (ii) provision for taxes based on
income or profits of such Person and its Restricted Subsidiaries for such
period, to the extent that such provision for taxes was included in computing
such Consolidated Net Income, plus (iii) consolidated net interest expense of
such Person and its Restricted Subsidiaries for such period, whether paid or
accrued and whether or not capitalized (including, without limitation,
amortization of original issue discount, non-cash interest payments, the
interest component of any deferred payment obligations, the interest component
of all payments associated with Capital Lease Obligations, imputed interest with
respect to Attributable Indebtedness, commissions, discounts and other fees and
charges incurred in respect of letter of credit or bankers' acceptance
financings, and net payments (if any) pursuant to Interest Rate Protection
Obligations), to the extent that any such expense was deducted in computing such
Consolidated Net Income, plus (iv) depreciation, amortization (including
amortization of goodwill, debt issue costs and other intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and
other non-cash charges (including any provision for the reduction in the
carrying value of assets recorded in accordance with GAAP but excluding any such
non-cash charge to the extent that it represents an accrual of or reserve for
cash charges in any future period or amortization of a prepaid cash expense that
was paid in a prior period) of such Person and its Restricted Subsidiaries for
such period to the extent that such depreciation, amortization and other
non-cash charges were deducted in computing such Consolidated Net Income, minus
(v) any non-cash items increasing the Consolidated Net Income of such Person and
its Restricted Subsidiaries during such period (excluding any such items that
represent the reversal of any accrual of, or cash reserve for, anticipated cash
charges in any prior period commencing subsequent to the Series A/B Issue Date),
in each case, on a consolidated basis and determined in accordance with GAAP.
Notwithstanding the foregoing, the provision for taxes on the income or profits
of, and the depreciation and amortization and other non-cash charges of, a
Restricted Subsidiary of the referent Person shall be added to Consolidated Net
Income to compute Consolidated Cash Flow only to the extent (and in same
proportion) that the Net Income of such Restricted Subsidiary was included in
calculating the Consolidated Net Income of such Person and only if a
corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Restricted Subsidiary without prior
governmental approval (that has not been obtained), and without direct or
indirect restriction pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Restricted Subsidiary or its stockholders.

         "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that (i) the Net Income (but not loss) of any Person that is
not a Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the referent Person or a Restricted Subsidiary
thereof that is a Subsidiary Guarantor; (ii) the Net Income of any Restricted
Subsidiary shall be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of that Net
Income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Restricted Subsidiary or its stockholders; (iii) the Net Income of any Person
acquired in a pooling of interests transaction for any period prior to the date
of such acquisition shall be excluded; and (iv) the cumulative effect of a
change in accounting principles shall be excluded.

         "Consolidated Net Worth" means, with respect to any Person as of any
date, the sum of (i) the consolidated equity of the common stockholders of such
Person and its consolidated Restricted Subsidiaries as of such date plus (ii)
the respective amounts reported on such Person's balance sheet as of such date
with respect to any series of preferred stock (other than Disqualified Stock)
that by its terms is not entitled to the payment of dividends unless such
dividends may be declared and paid only out of net earnings in respect of the
year of such declaration and payment, but only to the extent of any cash
received by such Person upon issuance of such preferred stock, less (x) all
write-ups (other than write-ups resulting from foreign currency translations and
write-ups of tangible assets of a going concern business made within 12 months
after the acquisition of such business) subsequent to the Series A/B Issue Date
in the book value of any asset owned by such Person or a consolidated Restricted
Subsidiary of such Person, (y) all investments as of such date in unconsolidated
Subsidiaries and in Persons that are not Subsidiaries (except, in each case,
Permitted Investments), and (z) all unamortized debt discount and expense and
unamortized deferred charges as of such date, all of the foregoing determined in
accordance with GAAP.



                                       3
<PAGE>

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on March 11, 1998 or (ii) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board at the time of such
nomination or election.

         "Convertible Preferred Stock" means the Series D Convertible Preferred
Stock of the Company.

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 11.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Currency Hedge Obligations" means, at any time as to any Person, the
obligations of such Person at such time that were incurred in the ordinary
course of business pursuant to any foreign currency exchange agreement, option
or futures contract or other similar agreement or arrangement designed to
protect against or manage such Person's or any of its Subsidiaries' exposure to
fluctuations in foreign currency exchange rates.

         "Custodian" or "Note Custodian" means the Trustee, as custodian with
respect to the Notes in global form, or any successor entity thereto.

         "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

         "Definitive Notes" means Series A Notes or Series B Notes that are in
the form of the Note attached hereto as Exhibit A or B, as the case may be, but
that do not include the information called for by the footnotes thereto.

         "Depository" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depository with respect to the Notes, until a successor shall have been
appointed and become such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depository" shall mean or include such successor.

         "Disinterested Director" means, with respect to any transaction or
series of transactions in respect of which the Board of Directors of the Company
is required to deliver a resolution of the Board of Directors under this
Indenture, a member of the Board of Directors of the Company who does not have
any material direct or indirect financial interest (other than an interest
arising solely from the beneficial ownership of Capital Stock of the Company) in
or with respect to such transaction or series of transactions.

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the Holder thereof, in whole or in part, on or prior to the date
on which the Notes mature.

         "Drilling Business" means (i) the drilling for oil, gas or other
hydrocarbons, whether offshore or onshore, and whether as an agent or principal,
and (ii) any business relating to or arising from drilling for oil, gas or other
hydrocarbons, including, without limitation, the rental of drill pipe, tools or
other equipment.

         "Employee Stock Repurchases" means purchases by the Company of any of
its Capital Stock from employees for the purpose of permitting such employees to
pay personal income tax obligations with the proceeds, provided that the
aggregate amount of all such purchases shall not exceed $500,000 during any
fiscal year of the Company.

         "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

         "Event of Loss" means, with respect to any drilling rig or similar or
related property or asset of the Company or any Restricted Subsidiary, (i) any
damage to such drilling rig or similar or related property or asset that results
in an insurance settlement with respect thereto on the basis of a total loss or
a constructive or compromised




                                       4
<PAGE>

total loss or (ii) the confiscation, condemnation or requisition of title to
such drilling rig or similar or related property or asset by any government or
instrumentality or agency thereof. An Event of Loss shall be deemed to occur as
of the date of the insurance settlement, confiscation, condemnation or
requisition of title, as applicable.

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

         "Exchange Notes" means the Series B Notes originally issued in exchange
for Original Notes or Additional Series A Notes pursuant to an Exchange Offer.

         "Exchange Offer" means the offer that may be made by the Company
pursuant to a Registration Rights Agreement to exchange Series B Notes for
Original Notes or Additional Series A Notes.

         "Executive Officer" means, for any Person, the managing general
partner, the chief financial officer, chief operating officer or chief executive
officer of such Person.

         "Exempt Foreign Subsidiary" means (i) any Restricted Subsidiary engaged
in the Drilling Business exclusively outside the United States of America,
irrespective of its jurisdiction of incorporation and (ii) any other Restricted
Subsidiary whose assets (excluding any cash and Cash Equivalents) consist
exclusively of Capital Stock or Indebtedness of one or more Restricted
Subsidiaries described in clause (i) of this definition, that, in any case, is
so designated by the Company in an Officers' Certificate delivered to the
Trustee and (a) is not a guarantor or, and has not granted any Lien to secure,
the Senior Credit Facility or any other Indebtedness of the Company or any
Restricted Subsidiary other than another Exempt Foreign Subsidiary and (b) does
not have total assets that, when aggregated with the total assets of any other
Exempt Foreign Subsidiary, exceed 10% of the Company's consolidated total
assets, as determined in accordance with GAAP, as reflected on the Company's
most recent quarterly or annual balance sheet. The Company may revoke the
designation of any Exempt Foreign Subsidiary by notice to the Trustee.

         "Existing Indebtedness" means up to $8 million in aggregate principal
amount of Indebtedness of the Company and its Subsidiaries (other than
Indebtedness under the Senior Credit Facility) in existence on the Series A/B
Issue Date, until such amounts are repaid.

         "Fair Market Value" means, with respect to any asset or Investment, the
fair market value of such asset or Investment at the time of the event requiring
such determination, and, with respect to any assets or Investment in excess of
$5 million (other than cash or Cash Equivalents) as determined by a reputable
appraisal firm that is, in the reasonable judgment of the Board of Directors,
qualified to perform the task for which such firm has been engaged and
independent with respect to the Company.

         "Fixed Charges" means, with respect to any Person for any period, the
sum of (i) the consolidated interest expense (net of any interest income) of
such Person and its Restricted Subsidiaries for such period, whether paid or
accrued (excluding amortization of debt issuance costs and including, without
limitation, amortization of original issue discount, non-cash interest payments,
the interest component of any deferred payment obligations, the interest
component of all payments associated with Capital Lease Obligations, imputed
interest with respect to Attributable Indebtedness, commissions, discounts and
other fees and charges incurred in respect of letter of credit or bankers'
acceptance financings, and net payments (if any) pursuant to Interest Rate
Protection Obligations); (ii) the consolidated interest expense of such Person
and its Restricted Subsidiaries that was capitalized during such period; (iii)
any interest expense on Indebtedness of another Person that is guaranteed by
such Person or one of its Restricted Subsidiaries or secured by a Lien on assets
of such Person or one of its Restricted Subsidiaries (whether or not such
guarantee or Lien is called upon); and (iv) the product of (A) all cash dividend
payments (and non-cash dividend payments in the case of a Person that is a
Restricted Subsidiary) on any series of preferred stock of such Person, to the
extent such preferred stock is owned by Persons other than such Person or its
Restricted Subsidiaries, times (A) a fraction, the numerator of which is one and
the denominator of which is one minus the then current combined federal, state
and local statutory tax rate of such Person, expressed as a decimal, in each
case, on a consolidated basis and in accordance with GAAP.



                                       5
<PAGE>

         "Fixed Charge Coverage Ratio" means with respect to any Person for any
period, the ratio of the Consolidated Cash Flow of such Person and its
Restricted Subsidiaries for such period to the Fixed Charges of such Person for
such period. In the event that the Company or any of its Restricted Subsidiaries
incurs, assumes, guarantees or redeems any Indebtedness (other than revolving
credit borrowings) or issues preferred stock subsequent to the commencement of
the period for which the Fixed Charge Coverage Ratio is being calculated but
prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, guarantee or redemption of Indebtedness, or such issuance or
redemption of preferred stock, as if the same had occurred at the beginning of
the applicable four-quarter reference period. In addition, for purposes of
making the computation referred to above, (i) acquisitions of businesses that
have been made by the referent Person or any of its Restricted Subsidiaries,
including through mergers or consolidations and including any related financing
transactions, during the four-quarter reference period or subsequent to such
reference period and on or prior to the Calculation Date shall be deemed to have
occurred on the first day of the four-quarter reference period; (ii) the
Consolidated Cash Flow attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the
Calculation Date, shall be excluded; and (iii) the Fixed Charges attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, shall be excluded, but
only to the extent that the obligations giving rise to such Fixed Charges will
not be obligations of the referent Person or any of its Restricted Subsidiaries
following the Calculation Date.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.

         "Global Note" means a Series A Note or a Series B Note that contains
the language referred to in each of the footnotes to the form of the Note
attached hereto as Exhibit A or B, as the case may be.

         "Government Securities" means securities that are (a) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (b) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation of the United States of America, which, in either
case, are not callable or redeemable as the option of the issuer thereof, and
shall also include a depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act), as custodian with respect to any such Government
Security or a specific payment of principal of or interest on any such
Government Security held by such custodian for the account of the holder of such
depository receipt; 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 depository receipt from any amount received by the custodian in respect of
the Government Security or the specific payment of principal of or interest on
the Government Security evidenced by such depository receipt.

         The term "guarantee" means, as applied to any obligation, (i) a
guarantee (other than by endorsement of negotiable instruments for collection in
the ordinary course of business), direct or indirect, in any manner, of any part
or all of such obligation and (ii) an agreement, direct or indirect, contingent
or otherwise, the practical effect of which is to assure in any way the payment
or performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn down under letters of credit. When used as a verb,
"guarantee" has a corresponding meaning.

         "Holder" means a Person in whose name a Note is registered.

         "Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or banker's acceptances
or representing Capital Lease Obligations or the balance deferred and unpaid of
the purchase price of any property or representing any obligations in respect of
Currency Hedge Obligations or Interest Rate Protection Obligations, except any
such balance that constitutes an accrued expense or trade payable, if and to the
extent any of the foregoing indebtedness (other than letters of credit, Currency
Hedge Obligations and Interest Rate Protection Obligations) would appear as a
liability


                                       6
<PAGE>

upon a balance sheet of such Person prepared in accordance with GAAP, as well as
all indebtedness of others secured by a Lien on any asset of such Person
(whether or not such indebtedness is assumed by such Person) and, to the extent
not otherwise included, the guarantee by such Person of any Indebtedness of any
other Person.

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

         "Interest Rate Protection Obligations" means the obligations of any
Person pursuant to any arrangement with any other Person whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such Person
calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include, without limitation, interest rate swaps,
caps, floors, collars and similar agreements or arrangements designed to protect
against or manage such Person's or any of its Subsidiaries' exposure to
fluctuations in interest rates.

         "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP;
provided that the following shall not constitute Investments: (i) an acquisition
of assets, Equity Interests or other securities by the Company for consideration
consisting of common equity securities of the Company, (ii) extensions of trade
credit or other advances to customers on commercially reasonable terms in
accordance with normal trade practices or otherwise in the ordinary course of
business, (iii) Interest Rate Protection Obligations and Currency Hedge
Obligations, but only to the extent that the same constitute Permitted
Indebtedness, and (iv) endorsements of negotiable instruments and documents in
the ordinary course of business. If the Company or any Subsidiary of the Company
sells or otherwise disposes of any Equity Interests of any direct or indirect
Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a Subsidiary of the Company, the Company
shall be deemed to have made an Investment on the date of any such sale or
disposition equal to the fair market value of the Equity Interests of such
Subsidiary not sold or disposed of.

         "Issue Date" means the date on which the Series A Notes were first
issued under this Indenture.

         "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of Houston, Texas or the City of New York or at a place
of payment are authorized by law, regulation or executive order to remain
closed. If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction other
than a precautionary financing statement respecting a lease not intended as a
security agreement).

         "Liquidated Damages" means all liquidated damages then owing pursuant
to Section 5 of the initial Registration Rights Agreement or any similar
provision of any subsequent Registration Rights Agreement.

         "Moody's" means Moody's Investors Service, Inc. and any successor to
the rating agency business thereof.

         "Net Equity Proceeds" means (i) in the case of any sale by the Company
of Qualified Capital Stock of the Company, the aggregate net proceeds received
by the Company, after payment of expenses, commissions and the like incurred in
connection therewith, whether such proceeds are in cash or in other property
(valued as determined reasonably and in good faith by the Board of Directors of
the Company, as evidenced by a written resolution of said Board of Directors, at
the fair market value thereof at the time of receipt) and (ii) in the case of
any exchange,



                                       7
<PAGE>

exercise, conversion or surrender of any outstanding Indebtedness of the Company
or any Restricted Subsidiary for or into shares of Qualified Capital Stock of
the Company, the amount of such Indebtedness (or, if such Indebtedness was
issued at an amount less than the stated principal amount thereof, the accrued
amount thereof as determined in accordance with GAAP) as reflected in the
consolidated financial statements of the Company prepared in accordance with
GAAP as of the most recent date next preceding the date of such exchange,
exercise, conversion or surrender (plus any additional amount required to be
paid by the holders of such Indebtedness to the Company or to any Wholly Owned
Restricted Subsidiary of the Company upon such exchange, exercise, conversion or
surrender and less any and all payments made to the holders of such
Indebtedness, and all other expenses incurred by the Company in connection
therewith), in the case of each of clauses (i) and (ii) to the extent
consummated after the Series A/B Issue Date.

         "Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (i) any gain (but not
loss), other than any gains associated with reimbursements for lost or damaged
rental tools in the ordinary course of business, together with any related
provision for taxes on such gain (but not loss), realized in connection with (a)
any Asset Sale (including, without limitation, dispositions pursuant to sale and
leaseback transactions) or other sale of assets or (b) the disposition of any
securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such Person or any of its Restricted
Subsidiaries; and (ii) any extraordinary or nonrecurring gain (but not loss),
together with any related provision for taxes on such extraordinary or
nonrecurring gain (but not loss).

         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale (including, without limitation,
legal, accounting and investment banking fees, and sales commissions) and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), amounts required to be applied to
the repayment of Indebtedness (other than Indebtedness under the Senior Credit
Facility) secured by a Lien on the asset or assets that were the subject of such
Asset Sale, amounts required to be paid to any Person (other than the Company or
any Restricted Subsidiary) owning a beneficial interest in the asset or assets
that were the subject of such Asset Sale, and any reserve for adjustment in
respect of the sale price of such asset or assets established in accordance with
GAAP.

         "Non-Recourse Indebtedness" means Indebtedness (i) as to which neither
the Company nor any of its Restricted Subsidiaries (A) provides credit support
of any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (B) is directly or indirectly liable (as a Subsidiary
Guarantor or otherwise), or (C) constitutes the lender; (ii) no default with
respect to which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity; and (iii) as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of the
Company or any of its Restricted Subsidiaries.

         "Non-Recourse Purchase Money Indebtedness" means Indebtedness or that
portion of Indebtedness of the Company or any Restricted Subsidiary incurred in
connection with the acquisition by the Company or such Restricted Subsidiary,
subsequent to the Series A/B Issue Date, of any property or assets and as to
which (i) the holders of such Indebtedness agree that they will look solely to
the property or assets so acquired (or, in the case of the acquisition of all of
the outstanding Capital Stock of a Person, the underlying properties and assets
of such Person at the time of such acquisition, including proceeds thereof) and
securing such Indebtedness for payment on or in respect of such Indebtedness,
and neither the Company nor any Restricted Subsidiary (a) provides credit
support, including any undertaking, agreement or instrument which would
constitute Indebtedness or (b) is directly or indirectly liable for such
Indebtedness, and (ii) no default with respect to such Indebtedness would permit
(after notice or passage of time or both), according to the terms thereof, any
holder of any Indebtedness of the Company or a Restricted Subsidiary to declare
a default on such Indebtedness or cause the payment thereof to be accelerated or
payable prior to its stated maturity; and, provided, however, that any portion
of the purchase price of such property or assets that is not financed through
the incurrence of such Indebtedness, shall be deemed to be a "Restricted



                                       8
<PAGE>

Investment" under this Indenture, and shall only be permitted to be expended by
the Company or any Restricted Subsidiary to the extent that the Company would be
permitted to make a Restricted Payment in such amount under the terms of Section
4.07 hereof.

         "Note Custodian" means the Trustee, as custodian with respect to the
Notes in global form, or any successor entity thereto.

         "Officer" means, with respect to any Person, the President, Chief
Financial Officer, Treasurer or any Vice President of such Person.

         "Officers' Certificate" means a certificate signed by two Officers, at
least one of whom shall be the principal executive officer, principal accounting
officer or principal financial officer of the Company, that meets the
requirements of Section 11.05 hereof.

         "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
11.05 hereof. The counsel may be an employee of or counsel to the Company.

         "Permitted Indebtedness" means any of the following:

                                    Indebtedness (and any guarantee thereof)
                  under the Revolving Credit Facility in an aggregate principal
                  amount at any one time outstanding not to exceed the greater
                  of (A) $50 million, less any amounts derived from Asset Sales
                  and applied to the permanent reduction of the Indebtedness
                  thereunder as contemplated by Section 4.10 hereof or (B) the
                  sum of (1) 80% of the Company's Eligible Accounts Receivable
                  (as defined for purposes of the Revolving Credit Facility) and
                  (2) 50% of the rig materials and supplies of the Company and
                  its Restricted Subsidiaries determined in accordance with GAAP
                  (the "Maximum Bank Facility Amount"), and any renewals,
                  amendments, extensions, supplements, modifications, deferrals,
                  refinancing or replacements (each, for purposes of this clause
                  (i), a "refinancing") thereof, including any successive
                  refinancing thereof, so long as the aggregate principal amount
                  of any such new Indebtedness, together with the aggregate
                  principal amount of all other Indebtedness outstanding
                  pursuant to this clause (i), shall not at any one time exceed
                  the Maximum Bank Facility Amount;

                                    Indebtedness under the Series A/B Notes, the
                  Series D Notes, the Original Notes, and the Exchange Notes;

                                    Indebtedness under the Term Credit Facility,
                  any Existing Indebtedness, and any Indebtedness under Letters
                  of Credit existing on the Series A/B Issue Date;

                                    Indebtedness under Interest Rate Protection
                  Obligations, provided that (A) such Interest Rate Protection
                  Obligations are related to payment obligations on Permitted
                  Indebtedness or Indebtedness otherwise permitted by the
                  initial paragraph of Section 4.09 hereof, and (B) the notional
                  principal amount of such Interest Rate Protection Obligations
                  does not exceed the principal amount of such Indebtedness to
                  which such Interest Rate Protection Obligations relate;

                                    Indebtedness under Currency Hedge
                  Obligations, provided that (A) such Currency Hedge Obligations
                  are related to payment obligations on Permitted Indebtedness
                  or Indebtedness otherwise permitted by the initial paragraph
                  of Section 4.09 hereof or to the foreign currency cash flows
                  reasonably expected to be generated by the Company and its
                  Restricted Subsidiaries, and (B) the notional principal amount
                  of such Currency Hedge Obligations does not exceed the
                  principal amount of such Indebtedness



                                       9
<PAGE>

                  and the amount of such foreign currency cash flows to which
                  such Currency Hedge Obligations relate;

                                    the Subsidiary Guarantees of the Series A/B
                  Notes, the Series D Notes, the Original Notes, any Additional
                  Series A Notes subsequently issued, but only to the extent
                  that the Indebtedness represented by such Additional Series A
                  Notes is otherwise permitted under this Indenture, and the
                  Exchange Notes (and any assumption of the obligations
                  guaranteed thereby);

                                    Indebtedness of the Company to a Wholly
                  Owned Restricted Subsidiary and Indebtedness of any Restricted
                  Subsidiary of the Company to the Company or a Wholly Owned
                  Restricted Subsidiary, provided, however, that upon any
                  subsequent issuance or transfer of any Capital Stock or any
                  other event which results in any such Wholly Owned Restricted
                  Subsidiary ceasing to be a Wholly Owned Restricted Subsidiary
                  or any other subsequent transfer of any such Indebtedness
                  (except to the Company or a Wholly Owned Restricted
                  Subsidiary), such Indebtedness shall be deemed, in each case,
                  to be incurred and shall be treated as an incurrence for
                  purposes of the initial paragraph of Section 4.09 hereof at
                  the time the Wholly Owned Restricted Subsidiary in question
                  ceased to be a Wholly Owned Restricted Subsidiary or the time
                  such subsequent transfer occurred;

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

                                    the incurrence by the Company or its
                  Restricted Subsidiaries of Non-Recourse Purchase Money
                  Indebtedness;

                                    any Permitted Refinancing Indebtedness
                  incurred by the Company or a Restricted Subsidiary of any
                  Indebtedness incurred pursuant to clause (ii) or (iii) of this
                  definition, including any successive refinancing by the
                  Company or such Restricted Subsidiary; and

                                    any additional Indebtedness in an aggregate
                  principal amount not in excess of $30 million at any one time
                  outstanding and any guarantee thereof.

         "Permitted Investments" means any of the following: (i) Investments in
Cash Equivalents; (ii) Investments in the Company or any of its Wholly Owned
Restricted Subsidiaries; (iii) Investments by the Company or any of its
Restricted Subsidiaries in another Person, if as a result of such Investment (A)
such other Person becomes a Wholly Owned Restricted Subsidiary or (B) such other
Person is merged or consolidated with or into, or transfers or conveys all or
substantially all of its properties and assets to, the Company or a Wholly Owned
Restricted Subsidiary; (iv) Investments permitted under Section 4.10 hereof; (v)
Investments made in the ordinary course of business in prepaid expenses, lease,
utility, workers' compensation, performance and other similar deposits; (vi)
Investments in stock, obligations or securities received in settlement of debts
owing to the Company or any Restricted Subsidiary as a result of bankruptcy or
insolvency proceedings or upon the foreclosure, perfection or enforcement of any
Lien in favor of the Company or any Restricted Subsidiary, in each case as to
debt owing to the Company or any Restricted Subsidiary that arose in the
ordinary course of business of the Company or any such Restricted Subsidiary,
provided that any stocks, obligations or securities received in settlement of
debts that arose in the ordinary course of business (and received other than as
a result of bankruptcy or insolvency proceedings or upon foreclosure, perfection
or enforcement of any Lien) that are, within 30 days of receipt, converted into
cash or Cash Equivalents shall be treated as having been cash or Cash
Equivalents at the time received; (vii) other Investments in joint ventures,
corporations, limited liability companies or partnerships formed with or
organized by third Persons, which joint ventures, corporations, limited
liability companies or partnerships engage in the Drilling Business and are not
Unrestricted Subsidiaries at the time of such Investment, provided such
investments do not, in the aggregate,




                                       10
<PAGE>

exceed $35 million and (viii) Investments in AralParker CJSC represented by its
note payable in a principal amount of up to $50 million.

         "Permitted Liens" means the following types of Liens:

                           (i) Liens existing as of the Series A/B Issue Date;

                           (ii) Liens ratably securing the Series D Notes, the
                  Notes (including the Original Notes, the Additional Series A
                  Notes and the Exchange Notes) or the Subsidiary Guarantees;

                           (iii) Liens in favor of the Company;

                           (iv) Liens securing Indebtedness that constitutes
                  Permitted Indebtedness pursuant to clause (i) or (iii) of the
                  definition of "Permitted Indebtedness";

                           (v) Liens for taxes, assessments and governmental
                  charges or claims either (A) not delinquent or (B) contested
                  in good faith by appropriate proceedings and as to which the
                  Company or its Restricted Subsidiaries shall have set aside on
                  its books such reserves as may be required pursuant to GAAP;

                           (vi) statutory Liens of landlords and Liens of
                  carriers, warehousemen, mechanics, suppliers, materialmen,
                  repairmen and other Liens imposed by law incurred in the
                  ordinary course of business for sums not delinquent or being
                  contested in good faith, if such reserve or other appropriate
                  provision, if any, as shall be required by GAAP shall have
                  been made in respect thereof;

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

                           (viii) judgment Liens not giving rise to an Event of
                  Default so long as any appropriate legal proceedings which may
                  have been duly initiated for the review of such judgment shall
                  not have been finally terminated or the period within which
                  such proceeding may be initiated shall not have expired;

                           (ix) any interest or title of a lessor under any
                  Capital Lease Obligation or operating lease;

                           (x) Liens securing Non-Recourse Purchase Money
                  Indebtedness and other purchase money Liens; provided,
                  however, that (i) the related Non-Recourse Purchase Money
                  Indebtedness or other purchase money Indebtedness shall not be
                  secured by any property or assets of the Company or any
                  Restricted Subsidiary other than the property or assets so
                  acquired (or, in the case of the acquisition of all of the
                  outstanding Capital Stock of a Person, the underlying
                  properties and assets of such Person at the time of such
                  acquisition, including proceeds thereof) and any proceeds
                  therefrom and (ii) the Lien securing any such Indebtedness
                  shall be created within 90 days of such acquisition;

                           (xi) Liens securing obligations under or in respect
                  of either Currency Hedge Obligations or Interest Rate
                  Protection Obligations;



                                       11
<PAGE>

                           (xii) Liens upon specific items of inventory or other
                  goods of any Person securing such Person's obligations in
                  respect of bankers acceptances issued or created for the
                  account of such Person to facilitate the purchase, shipment or
                  storage of such inventory or other goods;

                           (xiii) Liens securing reimbursement obligations with
                  respect to commercial letters of credit that encumber
                  documents and other property or assets relating to such
                  letters of credit and products and proceeds thereof;

                           (xiv) Liens encumbering deposits made to secure
                  obligations arising from statutory, regulatory, contractual or
                  warranty requirements of the Company or any of its Restricted
                  Subsidiaries, including rights of offset and set-off; and

                           (xv) Liens on, or related to, properties or assets to
                  secure all or part of the costs incurred in the ordinary
                  course of business for the exploration, drilling, development
                  or operation thereof.

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries;
provided that: (i) the principal amount (or accreted value, if applicable) of
such Permitted Refinancing Indebtedness does not exceed the principal amount (or
accreted value, if applicable) of the Indebtedness so extended, refinanced,
renewed, replaced, defeased or refunded (plus the amount of reasonable expenses
incurred in connection therewith); (ii) such Permitted Refinancing Indebtedness
has a final maturity date later than the final maturity date of, and has a
Weighted Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity of, the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; (iii) if the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded is subordinated in right of
payment to the Notes, such Permitted Refinancing Indebtedness has a final
maturity date later than the final maturity date of, and is subordinated in
right of payment to, the Notes on terms at least as favorable to the Holders of
Notes as those contained in the documentation governing the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded and (iv) with
respect to any such Indebtedness of the Company being extended, refinanced,
renewed, replaced, defeased or refunded, such Permitted Refinancing Indebtedness
shall not be incurred by any Restricted Subsidiary.

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

         "Qualified Capital Stock" of any Person means any and all Capital Stock
of such Person other than Disqualified Stock.

         "Rating Agencies" means Standard and Poor's and Moody's, or any
successor to the respective rating agency businesses thereof.

         "Registration Rights Agreement" means (a) the Registration Rights
Agreement, dated as of the Issue Date, by and among the Company and the other
parties named on the signature pages thereof relating to the Original Notes, and
(b) any similar agreement that the Company may enter into in relation to any
Additional Series A Notes, in each case as such agreement may be amended,
modified or supplemented from time to time.

         "Responsible Officer," when used with respect to the Trustee, means any
officer within the corporate trust department of the Trustee (or any successor
group of the Trustee) or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.



                                       12
<PAGE>

         "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

         "Restricted Investment" means (without duplication) (i) the designation
of a Subsidiary as an Unrestricted Subsidiary in the manner described in the
definition of "Unrestricted Subsidiary," (ii) any Investment other than a
Permitted Investment and (iii) any amount constituting a "Restricted Investment"
as contemplated in the definition of "Non-Recourse Purchase Money Indebtedness."

         "Revolving Credit Facility" means the revolving loan facility under the
Senior Credit Facility.

         "SEC" or "Commission" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Senior Credit Facility" means, collectively, the Revolving Credit
Agreement and the Term Loan Agreement, each dated November 8, 1996, among the
Company, ING (U.S.) Capital Corporation ("ING Capital") and the other lenders
identified therein, and ING Capital, as agent, each as amended, modified,
supplemented, extended, restated or renewed from time to time.

         "Series A/B Indenture" means the Indenture dated as of November 12,
1996 between the Company and JPMorgan Chase Bank (formerly Texas Commerce Bank
National Association), as Trustee, providing for the issuance of the Series A/B
Notes in the aggregate principal amount of $300 million, as such may be amended
and supplemented from time to time.

         "Series A/B Issue Date" means November 12, 1996, the date on which the
Series A/B Notes were originally issued under the Series A/B Indenture.

         "Series A/B Notes" means the Company's 9 3/4% Senior Notes due 2006
issued pursuant to the Series A/B Indenture, as such may be amended or
supplemented from time to time.

         "Series D Notes" means the Company's 9 3/4% Senior Notes due 2006,
Series D issued pursuant to the Series D Indenture, as such may be amended or
supplemented from time to time.

         "Series D Indenture" means the Indenture dated as of March 11, 1998
between the Company and JPMorgan Chase Bank (formerly Chase Bank of Texas
National Association), as Trustee, providing for the issuance of the Series D
Notes in the aggregate principal amount of up to $450 million, as such may be
amended and supplemented from time to time.

         "Significant Subsidiary" means any (a) Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date hereof or (b) any other Subsidiary that contributed more than 10% of
the Company's Consolidated Cash Flow for the most recent four fiscal quarters
for which financial statements are available.

         "Standard and Poor's" means Standard and Poor's Ratings Group, a
division of The McGraw-Hill Companies, Inc., and any successor to the rating
agency business thereof.

         "Subordinated Indebtedness" means any Indebtedness of the Company or a
Subsidiary Guarantor that is expressly subordinated in right of payment to the
Notes or the Subsidiary Guarantees, as the case may be, including, without
limitation, the 5 1/2% Convertible Subordinated Notes due 2004 of the Company.

         "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (ii) any partnership (A) the sole general partner or the managing
general partner of which



                                       13
<PAGE>

is such Person or a Subsidiary of such Person or (B) the only general partners
of which are such Person or of one or more Subsidiaries of such Person (or any
combination thereof).

         "Subsidiary Guarantors" means each of (i) the Company's Significant
Subsidiaries on the Issue Date (other than an Exempt Foreign Subsidiary, as
designated by the Company) or any other Restricted Subsidiary that provides a
guarantee under the Senior Credit Facility, (ii) any other Subsidiary that
executes a Subsidiary Guarantee in accordance with Article 10 hereof, and (iii)
their respective successors and assigns, as required under Article 10 hereof.

         "Term Credit Facility" means the term loans under the Senior Credit
Facility in an aggregate amount not to exceed $100 million, less any amounts
derived from Asset Sales and applied to the permanent reduction of Indebtedness
thereunder as contemplated by Section 4.10 hereof.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA, except as provided in Section 9.03 hereof.

         "Transfer Restricted Securities" means securities that bear or are
required to bear the legend set forth in Section 2.06(g) hereof.

         "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

         "Unrestricted Subsidiary" means any Subsidiary (or any successor to any
of them) that is designated by the Board of Directors as an Unrestricted
Subsidiary pursuant to a resolution of the Board of Directors; but only to the
extent that such Subsidiary (i) has no Indebtedness other than Non-Recourse
Indebtedness; (ii) is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary of the Company
unless the terms of any such agreement, contract, arrangement or understanding
are no less favorable to the Company or such Restricted Subsidiary than those
that might be obtained at the time from Persons who are not Affiliates of the
Company; (iii) is a Person with respect to which neither the Company nor any of
its Restricted Subsidiaries has any direct or indirect obligation (A) to
subscribe for additional Equity Interests or (B) to maintain or preserve such
Person's financial condition or to cause such Person to achieve any specified
levels of operating results; and (iv) has not guaranteed or otherwise directly
or indirectly provided credit support for any Indebtedness of the Company or any
of its Restricted Subsidiaries. Any such designation by the Board of Directors
shall be evidenced to the Trustee by filing with the Trustee a certified copy of
the resolution of the Board of Directors giving effect to such designation and
an Officers' Certificate certifying that such designation complied with the
foregoing conditions and was permitted by Section 4.07 hereof. If, at any time,
any Unrestricted Subsidiary would fail to meet the foregoing requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date (and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company shall be in
default of such Section). The Board of Directors may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (i) such Indebtedness
is permitted under the Section 4.09 hereof and (ii) no Default or Event of
Default would be in existence following such designation.

         "Voting Stock" means, with respect to any specified Person, Capital
Stock with voting power, under ordinary circumstances and without regard to the
occurrence of any contingency, to elect the directors or other managers or
trustees of such Person.

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




                                       14
<PAGE>

         "Wholly Owned Restricted Subsidiary" means any Restricted Subsidiary to
the extent (i) all of the Capital Stock or other ownership interests in such
Restricted Subsidiary, other than any directors' qualifying shares mandated by
applicable law, is owned directly or indirectly by the Company or (ii) such
Restricted Subsidiary is organized in a foreign jurisdiction and is required by
the applicable laws and regulations of such foreign jurisdiction to be partially
owned by the government of such foreign jurisdiction or individual or corporate
citizens of such foreign jurisdiction in order for such Restricted Subsidiary to
transact business in such foreign jurisdiction, provided that the Company,
directly or indirectly, owns the remaining Capital Stock or ownership interests
in such Restricted Subsidiary and, by contract or otherwise, controls the
management and business of such Restricted Subsidiary and derives the economic
benefits of ownership of such Restricted Subsidiary to substantially the same
extent as if such Restricted Subsidiary were a wholly owned Subsidiary.

         "Wholly Owned Subsidiary" means any Subsidiary to the extent (i) all of
the Capital Stock or other ownership interests in such Subsidiary, other than
any directors' qualifying shares mandated by applicable law, is owned directly
or indirectly by the Company or (ii) such Subsidiary is organized in a foreign
jurisdiction and is required by the applicable laws and regulations of such
foreign jurisdiction to be partially owned by the government of such foreign
jurisdiction or individual or corporate citizens of such foreign jurisdiction in
order for such Subsidiary to transact business in such foreign jurisdiction,
provided that the Company, directly or indirectly, owns the remaining Capital
Stock or ownership interests in such Subsidiary and, by contract or otherwise,
controls the management and business of such Subsidiary and derives the economic
benefits of ownership of such Subsidiary to substantially the same extent as if
such Subsidiary were a wholly owned Subsidiary.

     OTHER DEFINITIONS.

<Table>
<Caption>

                                                                                                         Defined in
Term                                                                                                        Section
----                                                                                                     ----------

<S>                                                                                                      <C>
"Adjusted Net Assets".........................................................................................10.07
"Affiliate Transaction"........................................................................................4.11
"Asset Sale"...................................................................................................4.10
"Asset Sale Offer".............................................................................................4.10
"Asset Sale Offer Payment".....................................................................................3.09
"Asset Sale Offer Purchase Date"...............................................................................3.09
"Asset Sale Offer Trigger Date"................................................................................4.10
"Benefitted Party"............................................................................................10.01
"Change of Control Offer"......................................................................................4.15
"Change of Control Offer Payment"..............................................................................4.15
"Change of Control Payment Date"...............................................................................4.15
"Covenant Defeasance"..........................................................................................8.03
"DTC"..........................................................................................................2.03
"Event of Default".............................................................................................6.01
"Excess Proceeds"..............................................................................................4.10
"Funding Guarantor"...........................................................................................10.07
"incur"........................................................................................................4.09
"Interest Payment Date"...................................................................................Exhibit A
"Legal Defeasance".............................................................................................8.02
"Maximum Bank Facility Amount".................................................................................4.09
"Offer Amount".................................................................................................3.09
"Offer Period".................................................................................................3.09
"Original Notes"...............................................................................................2.02
"Paying Agent".................................................................................................2.03
"Payment Default"..............................................................................................6.01
"refinancing"..................................................................................................4.09
"Registrar"....................................................................................................2.03
"Restricted Payments"..........................................................................................4.07
"Series D Asset Sale Offer"....................................................................................4.10
"Subsidiary Guarantees".......................................................................................10.01
</Table>



                                       15
<PAGE>

     INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

         The following TIA terms used in this Indenture have the following
meanings:

         "indenture securities" means the Notes and the Subsidiary Guarantees;

         "indenture security Holder" means a Holder of a Note;

         "indenture to be qualified" means this Indenture;

         "indenture trustee" or "institutional trustee" means the Trustee;

         "obligor" on the Notes means the Company, any Subsidiary Guarantor and
any successor obligor upon the Notes.

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

     RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

                                    a term has the meaning assigned to it;

                                    an accounting term not otherwise defined has
                  the meaning assigned to it in accordance with GAAP;

                                    "or" is not exclusive;

                                    words in the singular include the plural,
                  and in the plural include the singular;

                                    provisions apply to successive events and
                  transactions; and

                                    references to sections of or rules under the
                  Securities Act shall be deemed to include substitute,
                  replacement of successor sections or rules adopted by the
                  Commission from time to time.


                                    THE NOTES

     FORM AND DATING.

         The Series A Notes, the notation thereon relating to the Subsidiary
Guarantees and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto. The Series B Notes, the notation
thereon relating to the Subsidiary Guarantees and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit B hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be issued in minimum denominations of $1,000 and integral multiples
thereof.



                                       16
<PAGE>

         The Series A Notes and the Series B Notes shall be considered
collectively to be a single class for all purposes of this Indenture, including,
without limitation, waivers, amendments, redemptions and offers to purchase.

         The terms and provisions contained in the form of the Notes and the
notation thereon relating to the Subsidiary Guarantees annexed hereto as Exhibit
A and Exhibit B and the Subsidiary Guarantees shall constitute, and are hereby
expressly made, a part of this Indenture and the Company and the Trustee, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.

         Notes issued in global form shall be substantially in the form of
Exhibit A or Exhibit B attached hereto, as applicable (including, in each case,
the text referred to in the footnotes thereto). Notes issued in definitive form
shall be substantially in the form of Exhibit A or Exhibit B attached hereto, as
applicable (but without including the text referred to in the footnotes
thereto). If required by the applicable procedures of the Depository, the
Company may issue multiple Global Notes to represent the outstanding Notes,
including separate Global Notes for Notes originally issued to (i) "qualified
institutional buyers" (as defined in Rule 144 under the Securities Act), (ii)
non-U.S. Persons in an offshore transaction under Regulation S of the Securities
Act and (iii) institutional "accredited investors" (as defined in Rule 501(a)
under the Securities Act). Each Global Note shall represent such of the
outstanding Notes as shall be specified therein and each shall provide that it
shall represent the aggregate amount of outstanding Notes from time to time
endorsed thereon and that the aggregate amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the amount of outstanding Notes
represented thereby shall be made by the Trustee or the Note Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.

         The Original Notes shall be issued only in global form.

     EXECUTION AND AUTHENTICATION.

         One Officer shall sign the Notes for the Company by manual or facsimile
signature. If an Officer whose signature is on a Note no longer holds that
office at the time a Note is authenticated, the Note shall nevertheless be
valid. Each Subsidiary Guarantor shall execute its Subsidiary Guarantee in the
manner set forth in Section 10.07.

         A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under this Indenture.

         The Trustee shall authenticate (i) the Series A Notes for original
issue on the Issue Date up to the aggregate principal amount of $250,000,000
(the "Original Notes"), (ii) Additional Series A Notes for original issue from
time to time after the Issue Date in such principal amounts as may be set forth
in a written order of the Company described in this sentence and (iii) the
Exchange Notes from time to time for issue only in exchange for a like principal
amount of Series A Notes pursuant to an Exchange Offer, in each case upon a
written order of the Company signed by two Officers, which written order shall
specify (a) the amount of Notes to be authenticated and the date of original
issue thereof, (b) whether the Notes are Series A Notes or Series B Notes, and
(c) the amount of Notes to be issued in global form or definitive form. In the
event that the Company delivers a written order to authenticate Additional
Series A Notes, as contemplated in clause (ii) of the preceding sentence, such
order shall be accompanied by an Officers' Certificate and an Opinion of Counsel
confirming that the issuance of such Additional Series A Notes complies with the
requirements of Section 4.09 hereof and all other applicable requirements of
this Indenture. The aggregate principal amount of Notes outstanding at any time
may not exceed (i) $250,000,000, plus (ii) such additional principal amounts as
may be issued and authenticated pursuant to clause (ii) of this paragraph,
except as provided in Section 2.07 hereof.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company.



                                       17
<PAGE>

     REGISTRAR AND PAYING AGENT.

         The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of each series of the Notes and of their
transfer and exchange. The Company may appoint one or more co-registrars and one
or more additional paying agents. The term "Registrar" includes any co-registrar
and the term "Paying Agent" includes any additional paying agent. The Company
may change any Paying Agent or Registrar without notice to any Holder. The
Company shall notify the Trustee in writing of the name and address of any Agent
not a party to this Indenture. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The
Company or any of its Subsidiaries may act as Paying Agent or Registrar.

         The Company initially appoints The Depository Trust Company ("DTC") to
act as Depository with respect to the Global Notes.

         The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Note Custodian with respect to the Global Notes.

     PAYING AGENT TO HOLD MONEY IN TRUST.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Liquidated Damages, if any, or interest on the Notes, and
will notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary
thereof) shall have no further liability for the money. If the Company or a
Subsidiary thereof acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Holders all money held by it as
Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the
Company, the Trustee shall serve as Paying Agent for the Notes.

     HOLDER LISTS.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

     TRANSFER AND EXCHANGE.

                  Transfer and Exchange of Definitive Notes. When Definitive
Notes are presented by a Holder to the Registrar with a request:

                  (x)      to register the transfer of the Definitive Notes; or

                  (y)      to exchange such Definitive Notes for an equal
                           principal amount of Definitive Notes of other
                           authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if
its requirements for such transactions are met; provided, however, that the
Definitive Notes presented or surrendered for register of transfer or exchange:



                                       18
<PAGE>

                                    shall be duly endorsed or accompanied by a
                  written instruction of transfer in form satisfactory to the
                  Registrar duly executed by such Holder or by his attorney,
                  duly authorized in writing; and

                                    in the case of a Definitive Note that is a
                  Transfer Restricted Security, such request shall be
                  accompanied by the following additional information and
                  documents, as applicable:

                                            if such Transfer Restricted Security
                           is being delivered to the Registrar by a Holder for
                           registration in the name of such Holder, without
                           transfer, a certification to that effect from such
                           Holder (in substantially the form of Exhibit C
                           hereto); or

                                            if such Transfer Restricted Security
                           is being transferred to a "qualified institutional
                           buyer" (as defined in Rule 144A under the Securities
                           Act) in accordance with Rule 144A under the
                           Securities Act or pursuant to an exemption from
                           registration in accordance with Rule 144 or Rule 904
                           under the Securities Act or pursuant to an effective
                           registration statement under the Securities Act, a
                           certification to that effect from such Holder (in
                           substantially the form of Exhibit C hereto); or

                                            if such Transfer Restricted Security
                           is being transferred in reliance on another exemption
                           from the registration requirements of the Securities
                           Act, a certification to that effect from such Holder
                           (in substantially the form of Exhibit C hereto) and
                           an Opinion of Counsel from such Holder or the
                           transferee reasonably acceptable to the Company and
                           to the Registrar to the effect that such transfer is
                           in compliance with the Securities Act.

                  Transfer of a Definitive Note for a Beneficial Interest in a
Global Note. If issued, a Definitive Note may not be exchanged for a beneficial
interest in a Global Note.

                  Transfer and Exchange of Global Notes. The transfer and
exchange of Global Notes or beneficial interests therein shall be effected
through the Depository, in accordance with this Indenture and the procedures of
the Depository therefor, which shall include restrictions on transfer comparable
to those set forth in subsection (a) of this Section 2.06 to the extent required
by the Securities Act.

                  Transfer of a Beneficial Interest in a Global Note for a
Definitive Note. Any Person having a beneficial interest in a Global Note may
exchange such beneficial interest for a Definitive Note only under the
circumstances contemplated by subsection (f) of this Section 2.06.

                  Restrictions on Transfer and Exchange of Global Notes.
Notwithstanding any other provision of this Indenture, a Global Note may not be
transferred as a whole except by the Depository to a nominee of the Depository
or by a nominee of the Depository to the Depository or another nominee of the
Depository or by the Depository or any such nominee to a successor Depository or
a nominee of such successor Depository.

                  Authentication of Definitive Notes in Absence of Depository.
If at any time:

                                    the Depository for the Notes notifies the
                  Company that the Depository is unwilling or unable to continue
                  as Depository for the Global Notes and a successor Depository
                  for the Global Notes is not appointed by the Company within 90
                  days after delivery of such notice; or

                                    the Company, at its discretion, notifies the
                  Trustee in writing that it elects to cause the issuance of
                  Definitive Notes under this Indenture,



                                       19
<PAGE>

then the Company shall execute, and the Trustee shall authenticate and deliver,
Definitive Notes in an aggregate principal amount equal to the principal amount
of the Global Notes in exchange for such Global Notes.

                  Legends.

                                    Except as permitted by the following
                  paragraphs (ii) and (iii), each Note certificate evidencing
                  Global Notes and Definitive Notes (and all Notes issued in
                  exchange therefor or substitution thereof) shall bear a legend
                  in substantially the following form, until the expiration of
                  the applicable holding period with respect to the Notes set
                  forth in Rule 144(k) under the Securities Act:

                                    "THE NOTE (OR ITS PREDECESSOR) EVIDENCED
                           HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
                           FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
                           STATES SECURITIES ACT OF 1933, AS AMENDED (THE
                           "SECURITIES ACT"), AND THE NOTE EVIDENCED HEREBY MAY
                           NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
                           ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
                           EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE
                           EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
                           MAY BE RELYING ON THE EXEMPTION PROVIDED BY RULE 144A
                           UNDER THE SECURITIES ACT. THE HOLDER OF THE NOTE
                           EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER
                           THAT (A) SUCH NOTE MAY BE RESOLD, PLEDGED OR
                           OTHERWISE TRANSFERRED, ONLY (1) (a) TO A PERSON WHO
                           THE SELLER REASONABLY BELIEVES IS A QUALIFIED
                           INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
                           THE SECURITIES ACT) IN A TRANSACTION MEETING THE
                           REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION
                           MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
                           SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A
                           FOREIGN PERSON IN A TRANSACTION MEETING THE
                           REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR
                           (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
                           REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
                           BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO
                           REQUESTS), (2) TO THE ISSUER OR (3) PURSUANT TO AN
                           EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE,
                           IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF
                           ANY STATE OF THE UNITED STATES OR ANY OTHER
                           APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND
                           EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
                           PURCHASER OF THE NOTE EVIDENCED HEREBY OF THE RESALE
                           RESTRICTIONS SET FORTH IN (A) ABOVE."

                                    Upon any sale or transfer of a Transfer
                  Restricted Security (including any beneficial interest in a
                  Global Note that is a Transfer Restricted Security) pursuant
                  to Rule 144 under the Securities Act or pursuant to an
                  effective registration statement under the Securities Act:

                                        in the case of any Transfer Restricted
                           Security that is a Definitive Note, the Registrar
                           shall permit the Holder thereof to exchange such
                           Transfer Restricted Security for a Definitive Note
                           that does not bear the legend set forth in (i) above
                           and rescind any restriction on the transfer of such
                           Transfer Restricted Security, upon certification of
                           the transferring Holder to the Registrar
                           substantially in the form of Exhibit C hereto; and



                                       20
<PAGE>

                                            in the case of any beneficial
                           interest in a Global Note that is a Transfer
                           Restricted Security, such interest shall be sold or
                           transferred in compliance with the provisions of
                           Section 2.06(c) hereof and the Global Note thereafter
                           representing such interest shall not be required to
                           bear the legend set forth in (i) above.

                                    Notwithstanding the foregoing, upon
                  consummation of an Exchange Offer, the Company shall issue and
                  the Trustee shall authenticate Series B Notes in exchange for
                  Series A Notes, which Series B Notes shall not bear the legend
                  set forth in (i) above, and the Registrar shall rescind any
                  restriction on the transfer of such Series B Notes.

                  Cancellation and/or Adjustment of Global Notes. At such time
as all beneficial interests in Global Notes have been exchanged for Definitive
Notes, redeemed, repurchased or canceled, all Global Notes shall be returned to
or retained and canceled by the Trustee in accordance with Section 2.11 hereof.
At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for Definitive Notes or a beneficial interest in another
Global Note, redeemed, repurchased or canceled, the principal amount of Notes
represented by such Global Note shall be reduced accordingly and an endorsement
shall be made on such Global Note, by the Trustee or the Note Custodian, at the
direction of the Trustee, to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Note,
such other Global Note shall be increased accordingly and an endorsement shall
be made on such Global Note, by the Trustee or the Note Custodian, at the
direction of the Trustee, to reflect such increase.

                  General Provisions Relating to Transfers and Exchanges.

                                    To permit registrations of transfers and
                  exchanges, subject to this Section 2.06, the Company shall
                  execute and the Trustee shall authenticate Definitive Notes
                  and Global Notes at the Registrar's request.

                                    No service charge shall be made to a Holder
                  for any registration of transfer or exchange, but the Company
                  may require payment of a sum sufficient to cover any transfer
                  tax or similar governmental charge payable in connection
                  therewith (other than any such transfer taxes or similar
                  governmental charge payable upon exchange or transfer pursuant
                  to Sections 3.07, 3.09, 4.10, 4.15 and 9.05 hereto).

                                    The Registrar shall not be required to
                  register the transfer of or exchange any Note selected for
                  redemption in whole or in part, except the unredeemed portion
                  of any Note being redeemed in part.

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

                                    The Company and the Registrar shall not be
                  required:

                                            to issue, to register the transfer
                           of or to exchange Notes during a period beginning at
                           the opening of business 15 days before the day of any
                           selection of Notes for redemption under Section 3.02
                           hereof and ending at the close of business on the day
                           of selection; or

                                            to register the transfer of or to
                           exchange any Note so selected for redemption in whole
                           or in part, except the unredeemed portion of any Note
                           being redeemed in part; or



                                       21
<PAGE>

                                            to register the transfer of or to
                           exchange a Note between a record date and the next
                           succeeding interest payment date.

                                    Prior to due presentment for the
                  registration of a transfer of any Note, the Trustee, any Agent
                  and the Company may deem and treat the Person in whose name
                  any Note is registered as the absolute owner of such Note for
                  the purpose of receiving payment of principal of, premium, if
                  any, interest and Liquidated Damages, if any, on such Notes,
                  and neither the Trustee, any Agent nor the Company shall be
                  affected by notice to the contrary.

     REPLACEMENT NOTES.

         If any mutilated Note is surrendered to the Trustee or the Company, and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and the Trustee shall authenticate a
replacement Note of the same series if the Trustee's requirements are met. If
required by the Trustee or the Company, an indemnity bond must be supplied by
the Holder that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent and any authenticating agent from
any loss that any of them may suffer if a Note is replaced. The Company may
charge for its expenses in replacing a Note.

         Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

     OUTSTANDING NOTES.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Company, any of the Subsidiary
Guarantors or any Affiliate of the Company or any of the Subsidiary Guarantors
holds the Note.

         If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

         If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

         If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption be deemed to be no date or
maturity date, money sufficient to pay Notes payable on that date, then on and
after that date such Notes shall longer outstanding and shall cease to accrue
interest.

     TREASURY NOTES.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, any of the Subsidiary Guarantors or any Affiliate of the Company or any
of the Subsidiary Guarantors, shall be considered as though not outstanding,
except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Notes that
the Trustee actually knows are so owned shall be so disregarded.

     TEMPORARY NOTES.

         Until definitive Notes are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Notes upon a written order of the
Company signed by two Officers thereof. Temporary Notes shall be substantially
in the form of definitive Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company



                                       22
<PAGE>

shall prepare and the Trustee shall authenticate definitive Notes in exchange
for temporary Notes. Holders of temporary Notes shall be entitled to all of the
benefits of this Indenture.

     CANCELLATION.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy such
canceled Notes. The Trustee shall provide a certificate of destruction to the
Company from time to time, at the written request of the Company. The Company
may not issue new Notes to replace Notes that it has paid or that have been
delivered to the Trustee for cancellation. If the Company or any Subsidiary
Guarantor shall acquire any of the Notes, such acquisition shall not operate as
a redemption or satisfaction of the Indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation
pursuant to this Section 2.11.

     DEFAULTED INTEREST.

         If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

     CUSIP NUMBERS.

         The Company in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use CUSIP numbers in notices of
redemption as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company shall promptly notify the Trustee of any
change in the CUSIP numbers.


                            REDEMPTION AND PREPAYMENT

     NOTICES TO TRUSTEE.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed and (iv) the redemption price.

     SELECTION OF NOTES TO BE REDEEMED.

         If less than all of the Notes are to be redeemed at any time, the
Trustee shall select the Notes to be redeemed among the Holders of the Notes in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed or, if the Notes are not so listed, on a
pro rata basis, by lot or in accordance with any other method the Trustee
considers fair and appropriate; provided that no Notes of $1,000 or less will be
redeemed in part. In the event that less than all of the Notes are to be
redeemed by lot, the particular


                                       23
<PAGE>

Notes to be redeemed shall be selected, unless otherwise provided herein, not
less than 30 nor more than 60 days prior to the redemption date by the Trustee
from the outstanding Notes not previously called for redemption.

         The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

         The provisions of the two preceding paragraphs of this Section 3.02
shall not apply with respect to any redemption affecting only a Global Note,
whether such Global Note is to be redeemed in whole or in part. In case of any
such redemption in part, the unredeemed portion of the principal amount of the
Global Note shall be in an authorized denomination.

     NOTICE OF REDEMPTION.

         Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address. Failure to receive such
notice or any defect in the notice to any such Holder shall not affect the
validity of the proceedings for the redemption of any other Notes or portion
thereof. The notice shall identify the Notes to be redeemed (including CUSIP
number) and shall state:

                                    the redemption date;

                                    the redemption price;

                                    if any Note is being redeemed in part, the
                  portion of the principal amount of such Note to be redeemed
                  and that, after the redemption date upon surrender of such
                  Note, a new Note or Notes in principal amount equal to the
                  unredeemed portion shall be issued upon cancellation of the
                  original Note;

                                    the name and address of the Paying Agent;

                                    that Notes called for redemption must be
                  surrendered to the Paying Agent to collect the redemption
                  price;

                                    that, unless the Company's defaults in
                  making such redemption payment, interest on Notes called for
                  redemption ceases to accrue on and after the redemption date;

                                    the paragraph of the Notes and/or Section of
                  this Indenture pursuant to which the Notes called for
                  redemption are being redeemed; and

                                    that no representation is made as to the
                  correctness or accuracy of the CUSIP number, if any, listed in
                  such notice or printed on the Notes.

If any of the Notes to be redeemed is in the form of a Global Note, then the
Company shall modify such notice to the extent necessary to accord with the
procedures of the Depository applicable to redemption.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 60 days (unless the
Trustee and the Company agree to a shorter period) prior to the redemption date,
an Officers' Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.



                                       24
<PAGE>

     EFFECT OF NOTICE OF REDEMPTION.

         Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

     DEPOSIT OF REDEMPTION PRICE.

         Prior to 10:00 a.m. Eastern time on the redemption date, the Company
shall deposit with the Trustee or with the Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 2.04 hereof) money sufficient to pay the redemption price of and accrued
interest and Liquidated Damages, if any, on all Notes to be redeemed on that
date. The Trustee or the Paying Agent shall promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of, and accrued interest on,
all Notes to be redeemed.

         If the Company complies with the provisions of the preceding paragraph,
on and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest and Liquidated Damages, if any, shall be
paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption shall not be so
paid upon surrender for redemption because of the failure of the Company to
comply with the preceding paragraph, interest shall be paid on the unpaid
principal, from the redemption date until such principal is paid, and to the
extent lawful on any interest not paid on such unpaid principal, in each case at
the rate provided in the Note and in Section 4.01 hereof.

     NOTES REDEEMED IN PART.

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

     OPTIONAL REDEMPTION.

                  The Notes will not be redeemable at the Company's option prior
to November 15, 2004. Thereafter, the Notes will be subject to redemption at the
option of the Company, in whole or in part, upon not less than 30 nor more than
60 days' notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest and Liquidated Damages
thereon to the applicable redemption date, if redeemed during the twelve-month
period beginning on November 15, of the years indicated below:

<Table>
<Caption>

YEAR                                                                                                     PERCENTAGE

<S>                                                                                                      <C>
2004......................................................................................................105.0625%
2005......................................................................................................103.3750%
2006......................................................................................................101.6875%
2007 and thereafter.......................................................................................100.0000%
</Table>

                  Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Section 3.01 through 3.06 hereof.

     MANDATORY REDEMPTION.

         Except as set forth under Sections 4.10 and 4.15 hereof, the Company
shall not be required to make mandatory redemption or repurchase payments or
sinking fund payments with respect to the Notes.



                                       25
<PAGE>

     OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

                  In the event that, pursuant to Section 4.10 hereof, the
Company shall be required to commence an Asset Sale Offer, it shall follow the
procedures specified below.

                                    The Asset Sale Offer shall be made to all
                  Holders and shall remain open for a period of 20 Business Days
                  following its commencement and no longer, except to the extent
                  that a longer period is required by applicable law (the "Offer
                  Period").

                                    If the Asset Sale Offer Purchase Date is on
                  or after an interest record date and on or before the related
                  interest payment date, any accrued and unpaid interest and
                  Liquidated Damages thereon, if any, shall be paid to the
                  Person in whose name a Note is registered at the close of
                  business on such record date, and no additional interest or
                  Liquidated Damages shall be payable to Holders who tender
                  Notes pursuant to the Asset Sale Offer.

                                    Within 10 days following any Asset Sale
                  Offer Trigger Date, the Company shall send, by first class
                  mail, a notice to each of the Holders at such Holder's
                  registered address, with a copy to the Trustee. The notice,
                  which shall govern the terms of the Asset Sale Offer, shall
                  contain all instructions and materials necessary to enable
                  such Holders to tender Notes pursuant to the Asset Sale Offer,
                  and shall state:

                                            that the Asset Sale Offer Trigger
                           Date has occurred pursuant to Section 4.10 hereof and
                           that the Company is offering to purchase the maximum
                           principal of Notes that may be purchased out of the
                           Excess Proceeds not applied to a Series D Asset Sale
                           Offer (the "Offer Amount") at an offer price in cash
                           in an amount equal to 100.0% of the principal amount
                           thereof, plus accrued and unpaid interest and
                           Liquidated Damages thereon, if any, to date of
                           purchase, which shall be a Business Day (the "Asset
                           Sale Offer Purchase Date") that is not earlier than
                           30 days nor later than 60 days from the date such
                           notice is mailed;

                                            the amount of accrued and unpaid
                           interest, if any, and unpaid Liquidated Damages, if
                           any, as of the Asset Sale Offer Purchase Date;

                                            that any Note subject to the Asset
                           Sale Offer not tendered shall continue to accrue
                           interest;

                                            that, unless the Company defaults in
                           the payment of the purchase price for the Notes
                           payable pursuant to the Asset Sale Offer, any such
                           Notes accepted for payment pursuant to the Asset Sale
                           Offer shall cease to accrue interest, after the Asset
                           Sale Offer Purchase Date;

                                            that Holders electing to have a Note
                           purchased pursuant to an Asset Sale Offer may elect
                           to have all of such Note purchased or they may elect
                           to have only a portion of such Note purchased;

                                            that Holders electing to have a Note
                           purchased pursuant to any Asset Sale Offer shall be
                           required to surrender the Note, with the form
                           entitled "Option of Holder to Elect Purchase" on the
                           reverse of the Note completed to the Company or a
                           Paying Agent at the address specified in the notice
                           at least three days before the Asset Sale Offer
                           Purchase Date;


                                       26
<PAGE>

                                            that Holders shall be entitled to
                           withdraw their election if the Company or the Paying
                           Agent, as the case may be, receives, not later than
                           the expiration of the Offer Period, a facsimile
                           transmission or letter setting forth the name of the
                           Holder, the principal amount of the Note the Holder
                           delivered for purchase and a statement that such
                           Holder is withdrawing his election to have such Note
                           purchased;

                                            that, if the aggregate principal
                           amount of Notes surrendered by Holders exceeds the
                           Offer Amount or less than all of the Notes tendered
                           pursuant to the Asset Sale Offer are accepted for
                           payment by the Company for any reason consistent with
                           this Indenture, the Trustee shall select the Notes to
                           be purchased on a pro rata basis; provided that Notes
                           accepted for payment in part will only be purchased
                           in integral multiples of $1,000; and

                                            that Holders whose Notes were
                           purchased only in part shall be issued new Notes
                           equal in principal amount to the unpurchased portion
                           of the Notes surrendered.

If any of the Notes subject to an Asset Sale Offer is in the form of a Global
Note, then the Company shall modify such notice to the extent necessary to
accord with the procedures of the Depository applicable to repurchases.

                  On the Asset Sale Offer Purchase Date, the Company shall: (i)
accept for payment the maximum principal amount of Notes or portions thereof
tendered pursuant to the Asset Sale Offer that can be purchased out of the
Excess Proceeds; (ii) deposit with the Paying Agent the aggregate purchase price
of all Notes or portions thereof accepted for payment; and (iii) deliver or
cause to be delivered to the Trustee all Notes tendered pursuant to the Asset
Sale Offer. The Company or the Paying Agent, as the case may be, shall promptly
mail to each Holder of Notes or portions thereof accepted for payment an amount
equal to the purchase price for such Notes and the Trustee shall promptly
authenticate and mail to any such Holder of Notes accepted for payment in part a
new Note equal in principal amount to any unpurchased portion of the Notes, and
any Note not accepted for payment in whole or in part shall be promptly returned
to the Holder of such Note. The Company shall announce the results of the Asset
Sale Offer to Holders of the Notes on or as soon as practicable after the Asset
Sale Offer Purchase Date. The Company shall comply with the requirements of Rule
14e-1 under the Exchange Act, and any other securities laws or regulations, if
applicable, in connection with any Asset Sale Offer.

                  Other than as specifically provided in this Section 3.09, any
purchase pursuant to this Section 3.09 shall be made pursuant to the provisions
of Sections 3.01 through 3.06 hereof.


                                    COVENANTS

     PAYMENT OF NOTES.

         The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 10:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due. The Company shall pay all
Liquidated Damages, if any, in the same manner on the dates and in the amounts
set forth in the applicable Registration Rights Agreement.

         The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1.0% per annum in excess of the then applicable interest rate on the Notes to
the extent lawful; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace period) at the same
rate to the extent lawful.



                                       27
<PAGE>

     MAINTENANCE OF OFFICE OR AGENCY.

         The Company shall maintain in the United States an office or agency
(which may be an office of the Trustee or an affiliate of the Trustee, Registrar
or co-registrar) where Notes may be presented for payment, surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company hereby designates the Corporate Trust Office of the Trustee as such
office or agency of the Company in accordance with Section 2.03 hereof. The
Company shall give prompt written notice to the Trustee of 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.

         The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations. The
Company shall 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.

     REPORTS.

                  Whether or not required by the rules and regulations of the
Commission, so long as any Notes are outstanding, the Company shall furnish to
the Holders of Notes (i) all quarterly and annual financial information that
would be required to be contained in a filing with the Commission on Forms 10-Q
and 10-K if the Company were required to file such Forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" that describes the consolidated financial condition and results of
operations of the Company and, with respect to the annual information only, a
report thereon by the Company's certified independent accountants and (ii) all
information that would be required to be contained in a filing with the
Commission on Form 8-K if the Company were required to file such Forms. In
addition, whether or not required by the rules and regulations of the
Commission, the Company shall file a copy of all such information and reports
with the Commission for public availability (unless the Commission will not
accept such a filing) and make such information available to securities analysts
and prospective investors upon request. The Company shall at all times comply
with TIA Section 314(a).

                  For so long as any Transfer Restricted Securities remain
outstanding, the Company shall furnish to all Holders and prospective purchasers
of the Notes designated by the Holders of Transfer Restricted Securities,
promptly upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.

                  Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company'
compliance with any of the covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

     COMPLIANCE CERTIFICATE.

                  The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred and is continuing, describing all such
Defaults or Events of Default of which he or she may have knowledge and what
action the Company is taking or proposes to take with respect thereto) and that
to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.



                                       28
<PAGE>

                  So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company' independent public accountants (who shall be a
firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

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

     TAXES.

         The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

     STAY, EXTENSION AND USURY LAWS.

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

     RESTRICTED PAYMENTS.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make
any other payment or distribution on account of the Company's or any of its
Restricted Subsidiaries' Equity Interests (including, without limitation, any
payment in connection with any merger or consolidation involving the Company) or
to the direct or indirect holders of the Company's Equity Interests in their
capacity as such (other than dividends or distributions payable in Equity
Interests (other than Disqualified Stock) of the Company or dividends or
distributions payable to the Company or any Wholly Owned Restricted Subsidiary
of the Company); (ii) purchase, redeem or otherwise acquire or retire for value
any Equity Interests of the Company or any Affiliate of the Company (other than
(A) any such Equity Interests owned by the Company or any Wholly Owned
Restricted Subsidiary of the Company that is a Subsidiary Guarantor and (B)
Employee Stock Repurchases); (iii) make any principal payment on, or purchase,
redeem, defease or otherwise acquire or retire for value any Subordinated
Indebtedness, except in accordance with the mandatory redemption or repayment
provisions set forth in the original documentation governing such Indebtedness;
or (iv) make any Restricted Investment (all such payments and other actions set
forth in clauses (i) through (iv) above being collectively referred to as
"Restricted Payments"), unless, at the time of and after giving effect to such
Restricted Payment:

                  no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof;

                  the Company would, at the time of such Restricted Payment and
after giving pro forma effect thereto as if such Restricted Payment had been
made at the beginning of the applicable four-quarter period, have been permitted
to incur at least $1.00 of additional Indebtedness (other than Permitted
Indebtedness) pursuant to the Fixed Charge Coverage Ratio test set forth in the
first paragraph of Section 4.09 hereof; and



                                       29
<PAGE>

                  such Restricted Payment, together with the aggregate of all
other Restricted Payments made by the Company and its Restricted Subsidiaries
after the Series A/B Issue Date (excluding Restricted Payments permitted by
clauses (w), (y) and (z) of the next succeeding paragraph) is less than the sum
of (i) 50% of the Consolidated Net Income of the Company for the period (taken
as one accounting period) from the beginning of the first fiscal quarter
commencing after the Series A/B Issue Date to the end of the Company's most
recently ended fiscal quarter for which internal financial statements are
available at the time of such Restricted Payment (or, if such Consolidated Net
Income for such period is a deficit, less 100% of such deficit), plus (ii) 100%
of the aggregate Net Equity Proceeds (A) received by the Company from the issue
or sale, subsequent to the Series A/B Issue Date, of Qualified Capital Stock of
the Company or (B) of any other Equity Interests or debt securities of the
Company that have been issued subsequent to the Series A/B Issue Date and that
have been converted into such Qualified Capital Stock (other than any Qualified
Capital Stock sold to a Restricted Subsidiary of the Company or issued upon
conversion of the Convertible Preferred Stock), plus (iii) to the extent not
otherwise included in Consolidated Net Income, the net reduction in Investments
in Unrestricted Subsidiaries and Affiliates resulting from dividends, repayments
of loans or advances, or other transfers of assets (including reductions in
guarantees), in each case to the Company or a Restricted Subsidiary after the
Series A/B Issue Date from any Unrestricted Subsidiary or Affiliate or from the
redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary (valued
as provided below), plus (iv) $15 million.

         The foregoing provisions shall not prohibit any of the following: (w)
any purchase, redemption or other acquisition or retirement, in each case at a
price less than par, of up to $75 million in aggregate principal amount of the
Company's 5 1/2% Convertible Subordinated Notes due 2004, prior to their stated
maturity; (x) the payment of any dividend within 60 days after the date of
declaration thereof, if at said date of declaration such payment would have
complied with the provisions of this Indenture; (y) the redemption, repurchase,
retirement or other acquisition of any Equity Interests of the Company in
exchange for, or out of the Net Equity Proceeds of, the substantially concurrent
sale (other than to a Restricted Subsidiary of the Company) of Qualified Capital
Stock of the Company (other than any Disqualified Stock); provided that the
amount of any such Net Equity Proceeds that are utilized for any such
redemption, repurchase, retirement or other acquisition shall be excluded from
clause (c)(ii) of the preceding paragraph and (z) the defeasance, redemption or
repurchase of Subordinated Indebtedness with the net cash proceeds from an
incurrence of Permitted Refinancing Indebtedness or the substantially concurrent
sale (other than to a Restricted Subsidiary of the Company) of Qualified Capital
Stock of the Company; provided that the amount of any such net cash proceeds
that are utilized for any such redemption, repurchase, retirement or other
acquisition shall be excluded from clause (c)(ii) of the preceding paragraph.

         For purposes of the foregoing provisions, the amount of any Restricted
Payment (other than cash) shall be the fair market value (evidenced by a
resolution of the Board of Directors set forth in an Officers' Certificate
delivered to the Trustee) on the date of the Restricted Payment of the asset(s)
proposed to be transferred by the Company or such Restricted Subsidiary, as the
case may be, pursuant to the Restricted Payment. Not later than the date of
making any Restricted Payment, the Company shall deliver to the Trustee an
Officers' Certificate stating that such Restricted Payment is permitted and
setting forth the basis upon which the calculations required by this Section
4.07 were computed, which calculations may be based upon the Company's latest
available financial statements.

         The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if such designation would be permitted by the provisions
of this Section 4.07 and if such Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary. For purposes of making such
determination, all outstanding Investments by the Company and its Restricted
Subsidiaries (except to the extent repaid in cash prior to such designation) in
the Restricted Subsidiary so designated will be deemed to be Restricted Payments
at the time of such designation and will reduce the amount available for
Restricted Payments under the paragraph (c) of this Section 4.07. All such
outstanding Investments will be deemed to constitute Investments in an amount
equal to the Fair Market Value of such Investments at the time of such
designation.

     DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to (i)(a) pay dividends or make any other distributions to
the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or
(2) with respect to any other interest or participation in, or measured by, its




                                       30
<PAGE>

profits, or (b) pay any indebtedness owed to the Company or any of its
Restricted Subsidiaries; (ii) make loans or advances to the Company or any of
its Restricted Subsidiaries; or (iii) transfer any of its properties or assets
to the Company or any of its Restricted Subsidiaries, except for such
encumbrances or restrictions existing under or by reason of (r) Existing
Indebtedness as in effect on the Series A/B Issue Date, (s) the Senior Credit
Facility as in effect as of the Series A/B Issue Date, and any amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings thereof, provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacement or refinancings are no more restrictive with respect to such
dividend and other payment restrictions than those contained in the Senior
Credit Facility as in effect on the Series A/B Issue Date, (t) this Indenture,
the Series D Indenture, the Notes, and the Series D Notes, (u) applicable law,
(v) any instrument governing Indebtedness or Capital Stock of a Person acquired
by the Company or any of its Restricted Subsidiaries as in effect at the time of
such acquisition (except to the extent such Indebtedness was incurred in
connection with or in contemplation of such acquisition), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person, or the property or assets of the Person, so
acquired, provided that, in the case of Indebtedness, such Indebtedness was
permitted by the terms of the Series D Indenture and this Indenture to be
incurred, (w) by reason of customary non-assignment provisions in leases entered
into in the ordinary course of business and customary provisions in other
agreements that restrict assignment of such agreements or rights thereunder, (x)
customary restrictions contained in asset sale agreements limiting the transfer
of such assets pending the closing of such sale, (y) purchase money obligations
for property acquired in the ordinary course of business that impose
restrictions of the nature described in clause (iii) above on the property so
acquired, or (z) Permitted Refinancing Indebtedness with respect to any
indebtedness referred to in clauses (r), (t) and (v) above, provided that the
restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive than those contained in the agreements
governing the Indebtedness being refinanced.

     INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED EQUITY.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable,
continentally or otherwise, with respect to (collectively, "incur") any
Indebtedness (including Acquired Indebtedness but excluding any Permitted
Indebtedness) and that the Company will not issue any Disqualified Stock and
will not permit any of its Restricted Subsidiaries to issue any shares of
preferred stock; provided, however, that the Company may incur Indebtedness
(including Acquired Indebtedness) or issue shares of Disqualified Stock, and any
Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness),
if the Fixed Charge Coverage Ratio for the Company's most recently ended four
full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred
or such Disqualified Stock is issued would have been at least 2.0 to 1.0,
determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred, or the
Disqualified Stock had been issued, as the case may be, at the beginning of such
four-quarter period.

                  The Company shall not , and shall not permit any Subsidiary
Guarantor to, directly or indirectly, in any event incur any Indebtedness that
by its terms (or by the terms of any agreement governing such Indebtedness) is
subordinated to any other Indebtedness of the Company or such Subsidiary
Guarantor, as the case may be, unless such Indebtedness is also by its terms (or
by the terms of any agreement governing such Indebtedness) made expressly
subordinate to the Notes or the Subsidiary Guarantee of such Subsidiary
Guarantor, as the case may be, to the same extent and in the same manner as such
Indebtedness is subordinated pursuant to subordination provisions that are most
favorable to the holders of any other Indebtedness of the Company or such
Subsidiary Guarantor, as the case may be.

     ASSET SALES.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, sell, issue, convey, transfer, lease or otherwise dispose of, to any Person
other than the Company or any of its Restricted Subsidiaries (including, without
limitation, by means of a sale-and-leaseback transaction or a merger or
consolidation) (collectively, for purposes of this Section 4.10, a "transfer"),
directly or indirectly, in one or a series of related transactions, (a) any
Capital Stock of any Restricted Subsidiary held by the Company or any other
Restricted Subsidiary, (b) all or substantially all of the properties and assets
of any division or line of business of the Company or any of its



                                       31
<PAGE>

Restricted Subsidiaries, (c) any Event of Loss or (d) any other properties or
assets of the Company or any of its Restricted Subsidiaries other than transfers
of cash, Cash Equivalents, accounts receivable, or properties or assets in the
ordinary course of business; provided that the sale, lease, conveyance or other
disposition of all or substantially all of the properties or assets of the
Company and its Restricted Subsidiaries, taken as a whole, shall be governed by
Sections 4.15 and/or 5.01 and not by the provisions of this Section 4.10 (each
of the foregoing, an "Asset Sale"), unless (i) the Company (or the Restricted
Subsidiary, as the case may be) receives consideration at the time of such Asset
Sale at least equal to the fair market value (evidenced by a resolution of the
Board of Directors set forth in an Officers' Certificate delivered to the
Trustee) of the assets or Equity Interests issued or sold or otherwise disposed
of and (ii) at least 75% of the consideration therefor received by the Company
or such Restricted Subsidiary is in the form of cash or Cash Equivalents;
provided that the amount of (x) any liabilities (as shown on the Company's or
such Restricted Subsidiary's most recent balance sheet) of the Company or any
Restricted Subsidiary (other than contingent liabilities and liabilities that
are Subordinated Indebtedness or otherwise by their terms subordinated to the
Notes or the Subsidiary Guarantees) that are assumed by the transferee of any
such assets pursuant to a customary novation agreement that releases the Company
or such Restricted Subsidiary from further liability and (y) any notes or other
obligations received by the Company or any such Restricted Subsidiary from such
transferee that are converted by the Company or such Restricted Subsidiary into
cash within 180 days of closing such Asset Sale (to the extent of the cash
received) shall be deemed to be cash for purposes of this clause (ii) and
provided further, that the Company may engage in the transfer of properties or
assets, including two drilling rigs and related inventories and equipment and a
contract with Tengizchevroil, to AralParker CJSC in consideration of a note
payable by AralParker CJSC in a principal amount of up to $50 million.

         Notwithstanding the foregoing, any of the following shall not be deemed
an "Asset Sale": (i) any transfer of properties or assets to an Unrestricted
Subsidiary, if such transfer is permitted under Section 4.07 hereof; (ii) sales
of damaged, worn-out or obsolete equipment or assets that, in the Company's
reasonable judgment, are either (A) no longer used or (B) no longer useful in
the business of the Company or its Restricted Subsidiaries; (iii) any lease of
any property entered into in the ordinary course of business and with respect to
which the Company or any Restricted Subsidiary is the lessor, except any such
lease that provides for the acquisition of such property by the lessee during or
at the end of the term thereof for an amount that is less than the fair market
value thereof at the time the right to acquire such property is granted; (iv)
any trade or exchange by the Company or any Restricted Subsidiary of one or more
drilling rigs for one or more other drilling rigs owned or held by another
Person, provided that (A) the Fair Market Value of the drilling rig or rigs
traded or exchanged by the Company or such Restricted Subsidiary (including any
cash or Cash Equivalents to be delivered by the Company or such Restricted
Subsidiary) is reasonably equivalent to the Fair Market Value of the drilling
rig or rigs (together with any cash or Cash Equivalents) to be received by the
Company or such Restricted Subsidiary and (B) such exchange is approved by a
majority of the Disinterested Directors of the Company; (v) any transfer by the
Company or any Restricted Subsidiary to its customers of drill pipe, tools and
associated drilling equipment utilized in connection with a drilling contract
for the employment of a drilling rig in the ordinary course of business and
consistent with past practice; and (vi) any transfers that, but for this clause
(vi), would be Asset Sales, if (A) the Company elects to designate such
transfers as not constituting Asset Sales and (B) after giving effect to such
transfers, the aggregate Fair Market Value of the properties or assets
transferred in such transaction or any such series of related transactions so
designated by the Company does not exceed $500,000.

         Within 365 days after the receipt of any Net Proceeds from any Asset
Sale, the Company may (i) apply all or any of the Net Proceeds therefrom to
repay Indebtedness (other than Subordinated Indebtedness) of the Company or any
Restricted Subsidiary, provided, in each case, that the related loan commitment
of any revolving credit facility or other borrowing (if any) is thereby
permanently reduced by the amount of such Indebtedness so repaid, or (ii) invest
all or any part of the Net Proceeds thereof in properties and other capital
assets that replace the properties or other capital assets that were the subject
of such Asset Sale or in other properties or other capital assets that will be
used in the business of the Company and its Restricted Subsidiaries. Pending the
final application of any such Net Proceeds, the Company may temporarily reduce
borrowings under any revolving credit facility or otherwise invest such Net
Proceeds in any manner that is not prohibited by this Indenture. Any Net
Proceeds from Asset Sales that are not applied or invested as provided in the
first sentence of this paragraph shall be deemed to constitute "Excess
Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $15
million (the date of such occurrence being called the "Asset Sale Offer Trigger
Date"), the Company shall (i) make an offer to purchase ("Series D Asset Sale
Offer") the Series D Notes, if any are then outstanding, at a price equal to
100% of the principal amount of the Series D Notes, plus accrued and unpaid
interest to the date of purchase and (ii) in the event



                                       32
<PAGE>

that any Excess Proceeds are not applied to a Series D Asset Sale Offer, to make
an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum
principal amount of Notes that may be purchased out of such Excess Proceeds, at
an offer price in cash in an amount equal to 100% of the principal amount
thereof, plus accrued and unpaid interest and Liquidated Damages thereon to the
date of purchase, in accordance with the procedures set forth in Section 3.09
hereof. To the extent that the aggregate amount of Series D Notes and Notes
tendered pursuant to a Series D Asset Sale Offer and an Asset Sale Offer,
respectively, is less than the Excess Proceeds, the Company may use any
remaining Excess Proceeds for general corporate purposes. Upon completion of
such Asset Sale Offer, the amount of Excess Proceeds shall be deemed to be reset
at zero.

         The Company shall not permit any Restricted Subsidiary to enter into or
suffer to exist any agreement (other than the Series D Indenture) that would
place any restriction of any kind (other than pursuant to law or regulation) on
the ability of the Company to make an Asset Sale Offer following any Asset Sale.
The Company shall comply with Rule 14e-1 under the Exchange Act, and any other
securities laws and regulations thereunder, if applicable, in the event that an
Asset Sale occurs and the Company is required to purchase Notes pursuant to this
Section 4.10.

     TRANSACTIONS WITH AFFILIATES.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, (a) sell, lease, transfer or otherwise dispose of any of its
properties, assets or securities to, (b) purchase or lease any property, assets
or securities from, (c) make any Investment in, or (d) enter into or suffer to
exist any other transaction or series of related transactions with, or for the
benefit of, any Affiliate of the Company unless (i) such transaction or series
of transactions is on terms that are no less favorable to the Company or such
Restricted Subsidiary, as the case may be, than those that would be available in
a comparable arm's length transaction with an unrelated third party, (ii) with
respect to any one transaction or series of related transactions involving
aggregate payments in excess of $1 million, the Company delivers an Officers'
Certificate to the Trustee certifying that such transaction or series of related
transactions complies with clause (i) above, and (iii) with respect to a
transaction or series of related transactions involving payments in excess of $5
million, the Company delivers an Officers' Certificate to the Trustee certifying
that (A) such transaction or series of related transactions complies with clause
(i) above and (B) such transaction or series of related transactions has been
approved by a majority of the Disinterested Directors of the Company; provided,
however, that the foregoing restriction shall not apply to (u) any arrangements
in effect on the Series A/B Issue Date, (v) transactions between or among the
Company and its Wholly Owned Restricted Subsidiaries, (w) loans or advances to
officers, directors and employees of the Company or any Restricted Subsidiary
made in the ordinary course of business and consistent with past practices of
the Company and its Restricted Subsidiaries in an aggregate amount not to exceed
$1 million outstanding at any one time, (x) indemnities of officers, directors
and employees of the Company or any Restricted Subsidiary permitted by bylaw or
statutory provisions, (y) the payment of reasonable and customary regular fees
to directors of the Company or any of its Restricted Subsidiaries who are not
employees of the Company or any Affiliate and (z) the Company's employee
compensation and other benefit arrangements.

     LIENS.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create, incur, assume, affirm or suffer to exist or
become effective any Lien of any kind, except for Permitted Liens, upon any of
their respective property or assets, whether now owned or acquired after the
Issue Date, or any income, profits or proceeds therefrom, to secure (i) any
Indebtedness of the Company or such Restricted Subsidiary (if it is not also a
Subsidiary Guarantor), unless prior to, or contemporaneously therewith, the
Notes are equally and ratably secured, or (ii) any Indebtedness of any
Subsidiary Guarantor, unless prior to, or contemporaneously therewith, the
Subsidiary Guarantees are equally and ratably secured; provided, however, that
if such Indebtedness is expressly subordinated to the Notes or the Subsidiary
Guarantees, the Lien securing such Indebtedness will be subordinated and junior
to the Lien securing the Notes or the Subsidiary Guarantees, as the case may be,
with the same relative priority as such Indebtedness has with respect to the
Notes or the Subsidiary Guarantees. The foregoing covenant shall not apply to
any Lien securing Acquired Indebtedness, provided that any such Lien extends
only to the property or assets that were subject to such Lien prior to the
related acquisition by the Company or such Restricted Subsidiary and was not
created, incurred or assumed in contemplation of such transaction.



                                       33
<PAGE>

     ISSUANCES AND SALES OF CAPITAL STOCK OF WHOLLY OWNED SUBSIDIARIES.

         The Company (i) shall not, and shall not permit any Wholly Owned
Restricted Subsidiary of the Company to, transfer, convey, sell, or otherwise
dispose of any Capital Stock of any Wholly Owned Restricted Subsidiary of the
Company to any Person (other than the Company or a Wholly Owned Restricted
Subsidiary of the Company), unless (A) such transfer, conveyance, sale, or other
disposition is of all the Capital Stock of such Wholly Owned Restricted
Subsidiary and (B) the cash Net Proceeds from such transfer, conveyance, sale,
or other disposition are applied in accordance with Section 4.10 hereof, and
(ii) will not permit any Wholly Owned Restricted Subsidiary of the Company to
issue any of its Equity Interests to any Person other than to the Company or a
Wholly Owned Restricted Subsidiary of the Company; except, in the case of both
clauses (i) and (ii) above, with respect to dispositions or issuances by a
Wholly Owned Restricted Subsidiary of the Company as contemplated in clauses (i)
and (ii) of the definition of "Wholly Owned Restricted Subsidiary" included in
Section 1.01 hereof.

     SALE-AND-LEASEBACK TRANSACTIONS.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale-and-leaseback transaction; provided that
the Company or any Restricted Subsidiary, as applicable, may enter into a
sale-and-leaseback transaction if (i) the Company could have (A) incurred
Indebtedness in an amount equal to the Attributable Indebtedness relating to
such sale-and-leaseback transaction pursuant to the Fixed Charge Coverage Ratio
test set forth in the first paragraph of Section 4.09 hereof and (B) incurred a
Lien to secure such Indebtedness pursuant to Section 4.12 hereof; (ii) the gross
cash proceeds of such sale-and-leaseback transaction are at least equal to the
fair market value (as determined in good faith by the Board of Directors and set
forth in an Officers' Certificate delivered to the Trustee) of the property that
is the subject of such sale-and- leaseback transaction; and (iii) the transfer
of assets in such sale- and-leaseback transaction is permitted by, and the
Company applies the proceeds of such transaction in compliance with, Section
4.10 hereof.

     OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

                  Upon the occurrence of a Change of Control, each Holder of
Notes shall have the right to require the Company to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of such Holder's Notes on a
Business Day (the "Change of Control Payment Date") not more than 60 nor less
than 30 days following such Change of Control, pursuant to the offer described
below (the "Change of Control Offer") at an offer price in cash equal to 101% of
the aggregate principal amount thereof plus accrued and unpaid interest and
Liquidated Damages thereon to the date of purchase (the "Change of Control
Payment"). Within 30 days following any Change of Control, the Company shall
mail a notice to each Holder describing the transaction or transactions that
constitute the Change of Control and offering to repurchase Notes pursuant to
the procedures required by this Section 4.15 and described in such notice. The
Company shall comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with the repurchase of the Notes as
a result of a Change of Control. The Change of Control Offer shall be required
to remain open for at least 20 Business Days and until the close of business on
the fifth Business Day prior to the Change of Control Payment Date.

                  On the Change of Control Payment Date, the Company shall, to
the extent lawful, (i) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered and (iii) deliver or cause to be delivered to
the Trustee the Notes so accepted, together with an Officers' Certificate
stating the aggregate principal amount of Notes or portions thereof being
purchased by the Company. The Paying Agent shall promptly mail or otherwise
deliver to each Holder of Notes so tendered the Change of Control Payment for
such Notes, and the Trustee shall promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount
to any unpurchased portion of the Notes surrendered, if any; provided that each
such new Note shall be in a principal amount of $1,000 or an integral multiple
thereof. The Company shall publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment
Date.

                  The Change of Control provisions described above shall be
applicable whether or not any other provisions of this Indenture are applicable.



                                       34
<PAGE>

                  The Company shall not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer
made by the Company and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer.

     BUSINESS ACTIVITIES.

         The Company shall not, and will not permit any Restricted Subsidiary
to, engage in any business other than (i) the Drilling Business, (ii) such other
businesses as the Company or its Restricted Subsidiaries are engaged in on the
Series A/B Issue Date and (iii) such other business activities as are reasonably
related or incidental thereto.


                                   SUCCESSORS

     MERGER, CONSOLIDATION, OR SALE OF ASSETS.

         The Company shall not consolidate or merge with or into (whether or not
the Company is the surviving corporation), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions, to another Person unless (i) the
Company is the surviving corporation or the Person formed by or surviving any
such consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made is a corporation organized or existing under the laws of the United States,
any state thereof or the District of Columbia; (ii) the Person formed by or
surviving any such consolidation or merger (if other than the Company) or the
Person to which such sale, assignment, transfer, lease, conveyance or other
disposition shall have been made assumes all the obligations of the Company
under the Notes and this Indenture pursuant to a supplemental indenture in a
form reasonably satisfactory to the Trustee; (iii) except in the case of a
merger of the Company with or into a Wholly Owned Subsidiary of the Company,
immediately after such transaction no Default or Event of Default exists; and
(iv) except in the case of a merger of the Company with or into a Wholly Owned
Subsidiary of the Company, the Company or the Person formed by or surviving any
such consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made (A) will have Consolidated Net Worth immediately after the transaction
equal to or greater than the Consolidated Net Worth of the Company immediately
preceding the transaction and (B) will, at the time of such transaction and
after giving pro forma effect thereto as if such transaction had occurred at the
beginning of the applicable four-quarter period, be permitted to incur at least
$1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to
the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section
4.09 hereof.

         In connection with any consolidation, merger or transfer contemplated
by this provision, the Company shall deliver, or cause to be delivered, to the
Trustee, in form and substance reasonably satisfactory to the Trustee, an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and the supplemental indenture in respect
thereto comply with this provision and that all conditions precedent in this
Indenture provided for relating to such transaction or transactions have been
complied with.

     SUCCESSOR CORPORATION SUBSTITUTED.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the
properties or assets of the Company in accordance with Section 5.01 hereof, the
Person formed by such consolidation or into or with which the Company is merged
or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, lease, conveyance or other
disposition, the provisions of this Indenture referring to "the Company" shall
refer instead to such Person and not to the Company), and may exercise every
right and power of the Company under this Indenture with the same effect as if
such Person had been named as the Company herein; provided, however, that the
Company shall not be relieved from the obligation to pay the principal of,
premium, if any, and interest on the Notes except in the case of a sale of all
or substantially all of the Company's properties or assets that meets the
requirements of Section 5.01 hereof.




                                       35
<PAGE>

                             DEFAULTS AND REMEDIES

     EVENTS OF DEFAULT.

         An "Event of Default" occurs if:

                                    the Company defaults for 30 days in the
                  payment when due of interest on, or Liquidated Damages with
                  respect to, the Notes;

                                    the Company defaults in payment of the
                  principal of or premium, if any, on the Notes when the same
                  becomes due and payable at stated maturity, upon redemption
                  (including in connection with an offer to purchase) or
                  otherwise;

                                    the Company fails to comply with the
                  provisions of Section 4.10, 4.15 or 5.01 hereof;

                                    the Company fails for 45 days after notice
                  to the Company by the Trustee or the Holders at least 25% in
                  aggregate principal amount of the Notes then outstanding to
                  comply with any of its other agreements in this Indenture or
                  the Notes;

                                    the Company or any of its Restricted
                  Subsidiaries defaults under any mortgage, indenture or
                  instrument under which there may be issued or by which there
                  may be secured or evidenced any Indebtedness for money
                  borrowed by the Company or any of its Restricted Subsidiaries
                  (or the payment of which is guaranteed by the Company or any
                  of its Restricted Subsidiaries) whether such Indebtedness or
                  guarantee now exists, or is created after the Issue Date,
                  which default (A) is caused by a failure to pay principal of
                  or premium, if any, or interest on such Indebtedness prior to
                  the expiration of the grace period provided in such
                  Indebtedness on the date of such default (a "Payment Default")
                  or (B) results in the acceleration of such Indebtedness prior
                  to its express maturity and, in each case, the principal
                  amount of any such Indebtedness, together with the principal
                  amount of any other such Indebtedness under which there has
                  been a Payment Default or the maturity of which has been so
                  accelerated, aggregates $7.5 million or more;

                                    a final judgment or final judgments for the
                  payment of money are entered by a court or courts of competent
                  jurisdiction against the Company or any of its Subsidiaries
                  and such judgment or judgments remain unpaid and undischarged
                  for a period (during which execution shall not be effectively
                  stayed) of 60 consecutive days, provided that the aggregate of
                  all such unpaid and undischarged judgments exceeds $10
                  million;

                                    any Subsidiary Guarantee shall for any
                  reason cease to be, or be asserted by the Company or any
                  Subsidiary Guarantor, as applicable, not to be, in full force
                  and effect (except pursuant to the release of any Subsidiary
                  Guarantee in accordance with this Indenture);

                                    the Company or any of its Restricted
                  Subsidiaries that constitutes a Significant Subsidiary or any
                  group of Restricted Subsidiaries that, taken together, would
                  constitute a Significant Subsidiary, pursuant to or within the
                  meaning of Bankruptcy Law:

                                            commences a voluntary case,

                                            consents to the entry of an order
                            for relief against it in an involuntary case,



                                       36
<PAGE>

                                            consents to the appointment of a
                            Bankruptcy Custodian of it or for all or
                            substantially all of its property,

                                            makes a general assignment for the
                            benefit of its creditors, or

                                            generally is not paying its debts as
                            they become due; or

                                   a court of competent jurisdiction enters an
                  order or decree under any Bankruptcy Law that:

                                            is for relief, in an involuntary
                            case, against the Company or any of its Restricted
                            Subsidiaries that constitutes a Significant
                            Subsidiary or any group of Restricted Subsidiaries
                            that, taken together, would constitute a Significant
                            Subsidiary;

                                            appoints a Bankruptcy Custodian of
                            the Company or any of its Restricted Subsidiaries
                            that constitutes a Significant Subsidiary or any
                            group of Restricted Subsidiaries that, taken
                            together, would constitute a Significant Subsidiary,
                            for all or substantially all of the property of the
                            Company or any of such Restricted Subsidiaries; or

                                            orders the liquidation of the
                            Company or any of its Restricted Subsidiaries that
                            constitutes a Significant Subsidiary or any group of
                            Restricted Subsidiaries that, taken together, would
                            constitute a Significant Subsidiary, for all or
                            substantially all of the property of the Company or
                            any of such Restricted Subsidiaries;

                  and the order or decree remains unstayed and in effect for 60
consecutive days.

    ACCELERATION.

         If any Event of Default (other than an Event of Default specified in
clause (viii) or (ix) of Section 6.01 hereof with respect to the Company or any
of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any
group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of
at least 25% in aggregate principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately. Upon any such
declaration, the Notes shall become due and payable immediately. Notwithstanding
the foregoing, if an Event of Default specified in clause (viii) or (ix) of
Section 6.01 hereof occurs with respect to the Company or any of its Restricted
Subsidiaries that constitutes a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes shall be due and payable immediately without
further action or notice.

         The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may on behalf of all of the
Holders waive any existing Default or Event of Default acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of principal, interest
or premium that has become due solely because of the acceleration) have been
cured or waived.

    OTHER REMEDIES.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any, and
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right



                                       37
<PAGE>

or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law.

    WAIVER OF PAST DEFAULTS.

         Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the Notes (including in connection
with an offer to purchase). 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.

    CONTROL BY MAJORITY.

         Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability.

    LIMITATION ON SUITS.

         A Holder of a Note may pursue a remedy with respect to this Indenture
or the Note only if:

                                    the Holder of a Note gives to the Trustee
                  written notice of a continuing Event of Default;

                                    the Holders of at least 25% in aggregate
                  principal amount of the then outstanding Notes make a written
                  request to the Trustee to pursue the remedy;

                                    such Holder of a Notes or Holders of Notes
                  offer and, if requested, provide to the Trustee indemnity
                  satisfactory to the Trustee against any loss, liability or
                  expense;

                                    the Trustee does not comply with the request
                  within 60 days after receipt of the request and the offer and,
                  if requested, the provision of indemnity; and

                                    during such 60-day period the Holders of a
                  majority in aggregate principal amount of the then outstanding
                  Notes do not give the Trustee a direction inconsistent with
                  the request.

         A Holder of a Note may not use this Indenture to prejudice the rights
of another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

    RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.



                                       38
<PAGE>

    COLLECTION SUIT BY TRUSTEE.

         If an Event of Default specified in Section 6.01(i) or (ii) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

    TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian 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 payments directly to the Holders, to pay to the Trustee any amount due to
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 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained 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 Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

    PRIORITIES.

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

         First: to the Trustee, its agents and attorneys for amounts due under
Section 7.07 hereof, including payment of all compensation, expense and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection;

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

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

         The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

    UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a



                                       39
<PAGE>

suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07
hereof, or a suit by Holders of more than 10% in aggregate principal amount of
the then outstanding Notes.


                                     TRUSTEE

    DUTIES OF TRUSTEE.

                  If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

                  Except during the continuance of an Event of Default:

                                    the duties of the Trustee shall be
                  determined solely by the express provisions of this Indenture
                  and the Trustee need perform only those duties that are
                  specifically set forth in this Indenture and no others, and no
                  implied covenants or obligations shall be read into this
                  Indenture against the Trustee; and

                                    in the absence of bad faith on its part, the
                  Trustee may conclusively rely, as to the truth of the
                  statements and the correctness of the opinions expressed
                  therein, upon certificates or opinions furnished to the
                  Trustee and conforming to the requirements of this Indenture.
                  However, in the case of any such certificates or opinions that
                  by any provision hereof are specifically required to be
                  furnished to the Trustee, the Trustee shall examine the
                  certificates and opinions to determine whether or not they
                  conform to the requirements of this Indenture.

                  The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                                    this paragraph does not limit the effect of
                  paragraph (b) of this Section 7.01;

                                    the Trustee shall not be liable for any
                  error of judgment made in good faith by a Responsible Officer,
                  unless it is proved that the Trustee was negligent in
                  ascertaining the pertinent facts; and

                                    the Trustee shall not be liable with respect
                  to any action it takes or omits to take in good faith in
                  accordance with a direction received by it pursuant to Section
                  6.05 hereof.

                  Whether or not therein expressly so provided, every provision
of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section 7.01.

                  No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee shall be under
no obligation to exercise any of its rights and powers under this Indenture at
the request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

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



                                       40
<PAGE>

    RIGHTS OF TRUSTEE.

                  The Trustee may conclusively rely upon any document believed
by it to be genuine and to have been signed or presented by the proper Person.
The Trustee need not investigate any fact or matter stated in the document.

                  Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may
consult with counsel of its selection and the advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection from
liability in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.

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

                  The Trustee shall not be liable for any action it takes or
omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture.

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

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

    INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Compete with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the Commission
for permission to continue as trustee or resign. Any Agent may do the same with
like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11
hereof.

    TRUSTEE'S DISCLAIMER.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

    NOTICE OF DEFAULTS.

         If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium, if any, or
interest on any Notes, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Notes.

    REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

         Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of



                                       41
<PAGE>

such reporting date that complies with TIA Section 313(a) (but if no event
described in TIA Section 313(a) has occurred within the twelve months preceding
the reporting date, no report need be transmitted). The Trustee also shall
comply with TIA Section 313(b)(2) and Section 313(b)(1). The Trustee shall also
transmit by mail all reports as required by TIA Section 313(c).

         A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the Commission and each
stock exchange on which the Notes are listed in accordance with TIA Section
313(d). The Company shall promptly notify the Trustee when the Notes are listed
on any stock exchange.

    COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time such
compensation as shall be agreed between the Company and the Trustee for its
acceptance of this Indenture and services hereunder. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee promptly upon request for all
reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.

         The Company shall indemnify each of the Trustee and any predecessor
Trustee against any and all losses, liabilities, damages, claims or expenses,
including taxes (other than taxes based on the income of the Trustee), incurred
by it arising out of or in connection with the acceptance or administration of
its duties under this Indenture, including the costs and expenses of enforcing
this Indenture against the Company (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company or any Holder or any
other person) or liability in connection with the exercise or performance of any
of its powers or duties hereunder, except to the extent any such loss, liability
or expense may be attributable to its negligence or bad faith. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent, which consent shall
not be unreasonably withheld.

         The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture.

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

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(viii) or (ix) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law. The Trustee shall also be entitled to receive compensation for
extraordinary services in default administration.

         The Trustee shall comply with the provisions of TIA Section 313(b)(2)
to the extent applicable.

    REPLACEMENT OF TRUSTEE.

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

         The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of Notes of a
majority in aggregate principal amount of the then outstanding Notes may remove
the Trustee by so notifying the Trustee and the Company in writing. The Company
may remove the Trustee if:



                                       42
<PAGE>

                  the Trustee fails to comply with Section 7.10 hereof;

                  the Trustee is adjudged a bankrupt or an insolvent or an order
for relief is entered with respect to the Trustee under any Bankruptcy Law;

                  a Bankruptcy Custodian or public officer takes charge of the
Trustee or its property; or

                  the Trustee becomes incapable of acting.

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

         If the Trustee, after written request by any Holder of a Note who has
been a Holder of a Note for at least six months, fails to comply with Section
7.10 hereof, such Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Company's obligations under Section 7.07 hereof shall
continue for the benefit of the retiring Trustee.

    SUCCESSOR TRUSTEE BY MERGER, ETC.

         If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to another corporation, the
successor corporation without any further act shall be the successor Trustee. As
soon as practicable, the successor Trustee shall mail a notice of its succession
to the Company and the Holders of the Notes.

    ELIGIBILITY; DISQUALIFICATION.

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50 million
as set forth in its most recent published annual report of condition.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b); provided, however, the Series D Indenture shall be excluded
from the operation of TIA Section 311(b).

    PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

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



                                       43
<PAGE>

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

    OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

         The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

    LEGAL DEFEASANCE AND DISCHARGE.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and each Subsidiary Guarantor
shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be deemed to have been discharged from its obligations with respect to
all outstanding Notes on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that
the Company shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes, which shall thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in clauses (i) and (ii) below, and the
Company and each Subsidiary Guarantor shall be deemed to have satisfied all of
its other obligations under such Notes or Subsidiary Guarantee and this
Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions, which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.04 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, and interest and Liquidated Damages on such Notes when such payments are
due; (ii) the Company's obligations with respect to such Notes under Article 2
and Section 4.02 hereof; (iii) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and the Company's obligations in connection therewith;
and (iv) this Article 8. Subject to compliance with this Article 8, the Company
may exercise its option under this Section 8.02 notwithstanding the prior
exercise of its option under Section 8.03 hereof.

    COVENANT DEFEASANCE.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.05, 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.16 hereof, clause (iv) of Section 5.01
hereof and Article 10 hereof with respect to the outstanding Notes on and after
the date the conditions set forth below are satisfied (hereinafter, "Covenant
Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company and any Subsidiary Guarantor may omit to comply
with and shall have no liability in respect of any term, condition or limitation
set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(iii) through 6.01(vii) hereof shall not
constitute Events of Default.

    CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

         The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

         In order to exercise either Legal Defeasance or Covenant Defeasance:



                                       44
<PAGE>

                  The Company must irrevocably deposit with the Trustee, in
trust, for the benefit of the Holders, cash in United States dollars,
non-callable Government Securities, or a combination thereof, in such amounts as
will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, premium, if any, and
interest and Liquidated Damages on the outstanding Notes on the stated date for
payment thereof or on the applicable redemption date, as the case may be, and
the Company must specify whether the Notes are being defeased to maturity or to
a particular redemption date;

                  in the case of an election under Section 8.02 hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (ii) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

                  in the case of an election under Section 8.03 hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that the holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

                  no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the incurrence of Indebtedness all or a portion of the proceeds
of which will be used to defease the Notes pursuant to this Article 8
concurrently with such incurrence) or insofar as Section 6.01(viii) or 6.01(ix)
hereof is concerned, at any time in the period ending on the 91st day after the
date of deposit;

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

                  the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that, as of the date such opinion, (i) the trust funds
will not be subject to rights of holders of Indebtedness other than the Notes
and (ii) assuming no intervening bankruptcy of the Company between the date of
deposit and the 91st day following the deposit (assuming no Holder of Notes is
an insider of the Company) or the day following the end of such other preference
period in effect at the time of such opinion (assuming a Holder of Notes is an
insider of the Company), as applicable, following the deposit, the trust funds
will not be subject to the effects of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally under any
applicable United States or state law;

                  the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the holders of Notes over any other creditors of the Company or
any Subsidiary Guarantor with the intent of defeating, hindering, delaying or
defrauding creditors of the Company, or any Subsidiary Guarantor or others; and

                  the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, which, taken together, state that all
conditions precedent provided for or relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.



                                       45
<PAGE>

    DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER
MISCELLANEOUS PROVISIONS.

         Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest and
Liquidated Damages, but such money need not be segregated from other funds
except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof 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 the outstanding Notes.

         Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof that, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

    REPAYMENT TO THE COMPANY.

         Subject to the applicable escheat and abandoned property laws, any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of, premium, if any, or
interest or Liquidated Damages on any Note and remaining unclaimed for two years
after such principal, and premium, if any, or interest or Liquidated Damages has
become due and payable shall be paid to the Company on its request or (if then
held by the Company) shall be discharged from such trust; and the Holder of such
Notes shall thereafter, as a secured 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 The New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

    REINSTATEMENT.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.05
hereof by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company's obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.05 hereof; provided, however, that, if
the Company makes any payment of principal of, premium, if any, or interest or
Liquidated Damages on any Note following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying Agent.




                                       46
<PAGE>

                        AMENDMENT, SUPPLEMENT AND WAIVER

    WITHOUT CONSENT OF HOLDERS OF NOTES.

     Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary
Guarantors and the Trustee may amend or supplement this Indenture or the Notes
without the consent of any Holder of a Note:

                                    to cure any ambiguity, defect or
                  inconsistency;

                                    to provide for uncertificated Notes in
                  addition to or in place of certificated Notes;

                                    to provide for the assumption of the
                  Company's obligations to the Holders of the Notes pursuant to
                  Article 5 or Section 10.04(b) hereof;

                                    to secure the Notes pursuant to the
                  requirements of Section 4.12 or otherwise;

                                    to make any change that would provide any
                  additional rights or benefits to the Holders of the Notes or
                  that does not adversely affect the legal rights under this
                  Indenture of any such Holder;

                                    to add any Restricted Subsidiary as an
                  additional Subsidiary Guarantor as provided in Section 10.02
                  hereof or to evidence the succession of another Person to any
                  Subsidiary Guarantor pursuant to Section 10.04 hereof and the
                  assumption by any such successor of the covenants and
                  agreements of such Subsidiary Guarantor contained herein and
                  in the Subsidiary Guarantee of such Subsidiary Guarantor;

                                    to release a Subsidiary Guarantor from its
                  obligations under this Indenture and its Subsidiary Guarantee
                  pursuant to Section 10.05 hereof;

                                    to secure the Notes pursuant to the
                  requirements of Section 4.12 hereof; or

                                    to comply with requirements of the
                  Commission in order to effect or maintain the qualification of
                  this Indenture under the TIA.

                  Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon receipt by the Trustee of the documents
described in Section 9.06 hereof, the Trustee shall join with the Company and
the Subsidiary Guarantors in the execution of any amended or supplemental
Indenture authorized or permitted by the terms of this Indenture and to make any
further appropriate agreements and stipulations that may be therein contained,
but the Trustee shall not be obligated to enter into such amended or
supplemental Indenture that affects its own rights, duties or immunities under
this Indenture or otherwise.

    WITH CONSENT OF HOLDERS OF NOTES.

         Except as provided below in this Section 9.02, the Company, the
Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or
the Notes with the consent of the Holders of at least a majority in aggregate
principal amount of the Notes then outstanding (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange
offer for, Notes) and, subject to Sections 6.04 and 6.07 hereof, any existing
Default or Event of Default (other than a Default or Event of Default in the
payment of the principal of, premium, if any, or interest on the Notes, except a
payment default resulting from an acceleration that has been rescinded) or
compliance with any provision of this Indenture or the Notes may be waived with
the consent



                                       47
<PAGE>

of the Holders of a majority in aggregate principal amount of the then
outstanding Notes (including consents obtained in connection with a purchase of,
or tender offer or exchange offer for Notes).

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 9.06 hereof, the Trustee shall
join with the Company and the Subsidiary Guarantors in the execution of such
amended or supplemental Indenture unless such amended or supplemental Indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental Indenture.

         Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in
aggregate principal amount of the Notes then outstanding may waive compliance in
a particular instance by the Company and the Subsidiary Guarantors with any
provision of this Indenture or the Notes. However, without the consent of each
Holder affected, an amendment or waiver may not (with respect to any Notes held
by a non-consenting Holder):

                                    reduce the principal amount of Notes whose
                  Holders must consent to an amendment, supplement or waiver;

                                    reduce the principal of or change the fixed
                  maturity of any Note or alter or waive any of the provisions
                  with respect to the redemption of the Notes (except as
                  provided below with respect to Sections 3.09, 4.10 and 4.15
                  hereof);

                                    reduce the rate of or change the time for
                  payment of interest, including default interest, on any Note;

                                    waive a Default or Event of Default in the
                  payment of principal of or premium, if any, or interest on the
                  Notes (except a rescission of acceleration of the Notes by the
                  Holders of at least a majority in aggregate principal amount
                  of the then outstanding Notes and a waiver of the payment
                  default that resulted from such acceleration);

                                    make any Note payable in money other than
                  that stated in the Notes;

                                    make any change in the provisions of this
                  Indenture relating to waivers of past Defaults or the rights
                  of Holders of Notes to receive payments of principal of or
                  premium, if any, or interest on the Notes;

                                    waive a redemption payment with respect to
                  any Note (other than a payment required by Section 4.10 or
                  4.15 hereof);

                                    alter the ranking of the Notes relative to
                  other Indebtedness of the Company in a manner adverse to the
                  Holders; or

                                    make any change in the foregoing amendment
                  and waiver provisions.

         In addition, without the consent of Holders of not less than 66-2/3% in
aggregate principal amount of the Notes then outstanding, no such amendment,
supplement or waiver may amend, change or modify the obligation of the Company
to make and consummate a Change of Control Offer in the event of a Change of
Control or make and consummate an Asset Sale Offer with respect to any Asset
Sale or modify any of the provisions or definitions with respect thereto.

         It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.



                                       48
<PAGE>

         After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver.

    COMPLIANCE WITH TRUST INDENTURE ACT.

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

    REVOCATION AND EFFECT OF CONSENTS.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

    NOTATION ON OR EXCHANGE OF NOTES.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall authenticate new Notes
that reflect the amendment, supplement or waiver.

         Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

    TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until its Board of Directors
approves it. In executing any amended or supplemental Indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental Indenture is
authorized or permitted by this Indenture.


                              SUBSIDIARY GUARANTEES

    SUBSIDIARY GUARANTEES.

                  The Subsidiary Guarantors and each Subsidiary of the Company
that in accordance with Section 10.02 hereof is hereafter required to guarantee
the obligations of the Company under the Notes and this Indenture hereby jointly
and severally and unconditionally guarantees, on a senior basis (each such
guarantee being a "Subsidiary Guarantee"), to each Holder of a Note
authenticated and delivered by the Trustee irrespective of the validity or
enforceability of this Indenture, the Notes or the obligations of the Company
under this Indenture or the Notes, that: (i) the principal of, premium, if any,
and interest on the Notes shall be paid in full when due, whether at the stated
maturity or interest payment or mandatory redemption date, by acceleration, call
for redemption or otherwise, and interest on the overdue principal and interest,
if any, of the Notes and all other obligations of the Company to the Holders or
the Trustee under this Indenture or the Notes shall be promptly paid in full or
performed, all in accordance with the terms of this Indenture and the Notes; and
(ii) in case of any extension of time of payment or renewal of any Notes or any
of such other obligations, they shall be paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at maturity, by
acceleration or otherwise. Failing



                                       49
<PAGE>

payment when due of any amount so guaranteed for whatever reason, each
Subsidiary Guarantor shall be obligated to pay the same whether or not such
failure to pay has become an Event of Default that could cause acceleration
pursuant to Section 6.02 hereof. Each Subsidiary Guarantor agrees that this is a
guarantee of payment not a guarantee of collection.

                  Each Subsidiary Guarantor hereby agrees that its obligations
with regard to its Subsidiary Guarantee shall be unconditional, irrespective of
the validity or enforceability of the Notes or the obligations of the Company
under this Indenture, the absence of any action to enforce the same, the
recovery of any judgment against the Company or any other obligor with respect
to this Indenture, the Notes or the obligations of the Company under this
Indenture or the Notes, any action to enforce the same or any other
circumstances (other than complete performance) that might otherwise constitute
a legal or equitable discharge or defense of a Subsidiary Guarantor. Each
Subsidiary Guarantor further, to the extent permitted by law, waives and
relinquishes all claims, rights and remedies accorded by applicable law to
guarantors and agrees not to assert or take advantage of any such claims, rights
or remedies, including but not limited to: (i) any right to require the Trustee,
the Holders or the Company (each, a "Benefitted Party") to proceed against the
Company or any other Person or to proceed against or exhaust any security held
by a Benefitted Party at any time or to pursue any other remedy in any
Benefitted Party's power before proceeding against such Subsidiary Guarantor;
(ii) the defense of the statute of limitations in any action hereunder or in any
action for the collection of any Indebtedness or the performance of any
obligation hereby guaranteed; (iii) any defense that may arise by reason of the
incapacity, lack of authority, death or disability of any other Person or the
failure of a Benefitted Party to file or enforce a claim against the estate (in
administration, bankruptcy or any other proceeding) of any other Person; (iv)
demand, protest and notice of any kind including but not limited to notice of
the existence, creation or incurring of any new or additional Indebtedness or
obligation or of any action or non-action on the part of such Subsidiary
Guarantor, the Company, any Benefitted Party, any creditor of such Subsidiary
Guarantor, the Company or on the part of any other Person whomsoever in
connection with any Indebtedness or Obligations hereby guaranteed; (v) any
defense based upon an election of remedies by a Benefitted Party, including but
not limited to an election to proceed against such Subsidiary Guarantor for
reimbursement; (vi) any defense based upon any statute or rule of law that
provides that the obligation of a surety must be neither larger in amount nor in
other respects more burdensome than that of the principal; (vii) any defense
arising because of a Benefitted Party's election, in any proceeding instituted
under any Bankruptcy Law, of the application of Section 1111(b)(2) under the
Bankruptcy Law; (viii) any defense based on any borrowing or grant of a security
interest under Section 364 under the Bankruptcy Law; or (ix) any right to
require a proceeding first against the Company, protest, notice and all demands
whatsoever. Each Subsidiary Guarantor hereby covenants that its Subsidiary
Guarantee will not be discharged except in accordance with Section 10.05 or by
complete performance of all of the obligations contained in its Subsidiary
Guarantee, the Notes and this Indenture.

                  If any Holder or the Trustee is required by any court or
otherwise to return to either the Company or any Subsidiary Guarantor, or any
custodian, trustee, or similar official acting in relation to either the Company
or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary
Guarantor to the Trustee or such Holder, the applicable Subsidiary Guarantee, to
the extent theretofore discharged, shall be reinstated in full force and effect.
Each Subsidiary Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby.

                  Each Subsidiary Guarantor further agrees that, as between such
Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (i) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Section 6.02 hereof for the purposes of this
Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration as to the Company or any other obligor on the Notes
of the obligations guaranteed hereby and (ii) in the event of any declaration of
acceleration of those obligations as provided in Section 6.02 hereof, those
obligations (whether or not due and payable) will forthwith become due and
payable by such Subsidiary Guarantor for the purpose of this Subsidiary
Guarantee.

    ADDITIONAL SUBSIDIARY GUARANTEES.

                  If, after the Issue Date, (i) the Company or any of its
Restricted Subsidiaries shall (A) transfer or cause to be transferred, any
assets, businesses, divisions, real property or equipment having a fair market
or book value in excess of $1 million to any Restricted Subsidiary that is not a
Subsidiary Guarantor or (B) make any Investment having an aggregate fair market
or book value in excess of $1 million in any Restricted Subsidiary that is



                                       50
<PAGE>

not a Subsidiary Guarantor, or (ii) any Restricted Subsidiary that is not a
Subsidiary Guarantor (A) shall provide a guarantee under the Senior Credit
Facility or (B) shall own any assets or properties having an aggregate fair
market or book value in excess of $1 million, then the Company shall cause such
Restricted Subsidiary (other than any Exempt Foreign Subsidiary) to execute and
deliver a supplemental indenture to this Indenture, substantially in the form of
Exhibit D hereto, agreeing to be bound by its terms applicable to a Subsidiary
Guarantor and providing for a Subsidiary Guarantee of the Notes by such
Restricted Subsidiary, in accordance with the terms of this Indenture.

                  The Company shall not permit any of its Restricted
Subsidiaries, other than a Subsidiary Guarantor, directly or indirectly, to (i)
incur, guarantee or secure through the granting of Liens the payment of any
Indebtedness of the Company or (ii) pledge any intercompany notes representing
obligations of any of its Restricted Subsidiaries to secure the payment of any
Indebtedness of the Company, in each case, unless the Company shall cause such
Restricted Subsidiary to execute a supplemental indenture to this Indenture,
substantially in the form of Exhibit D hereto, agreeing to be bound by its terms
applicable to a Subsidiary Guarantor and providing for a Subsidiary Guarantee of
the Notes by such Subsidiary Guarantor, in accordance with the terms of this
Indenture. Further, if after the Issue Date, the Company shall revoke the
designation of any Exempt Foreign Subsidiary, then the Company shall cause such
subsidiary to execute a Subsidiary Guarantee and deliver an Opinion of Counsel
in accordance with the terms of this Indenture.

    LIMITATION OF SUBSIDIARY GUARANTORS' LIABILITY.

                  Each Subsidiary Guarantor and by its acceptance hereof, each
beneficiary hereof, hereby confirm that it is its intention that the Subsidiary
Guarantee by such Subsidiary Guarantor not constitute a fraudulent transfer or
conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to
the extent applicable to any of the Subsidiary Guarantees. To effectuate the
foregoing intention, each such Person hereby irrevocably agrees that the
obligations of such Subsidiary Guarantor under its Subsidiary Guarantee under
this Article 10 shall be limited to the maximum amount as will, after giving
effect to all other contingent and fixed liabilities of such Subsidiary
Guarantor and after giving effect to any collections from or payments made by or
on behalf of any other Subsidiary Guarantor in respect of the obligations of
such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to
its contribution obligations under this Indenture, result in the obligations of
such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under federal or state law.

                  For purposes of such limitations and the applicable fraudulent
conveyance laws, any indebtedness of a Subsidiary Guarantor incurred from time
to time pursuant to the Senior Credit Facility and secured by a perfected Lien
on the assets of such Subsidiary Guarantor (assuming, for purposes of such
determination, that the incurrence of any such indebtedness and the granting of
any such security interest did not violate any such fraudulent conveyance laws)
shall be deemed, to the extent of the value of the assets subject to such Lien,
to have been incurred prior to the incurrence by such Subsidiary Guarantor of
liability under its Subsidiary Guarantee.

                  Each beneficiary under the Subsidiary Guarantees, by accepting
the benefits hereof, confirms its intention that, in the event of a bankruptcy,
reorganization or other similar proceeding of the Company or any Subsidiary
Guarantor in which concurrent claims are made upon such Subsidiary Guarantor
hereunder, to the extent such claims will not be fully satisfied, each such
claimant with a valid claim against the Company shall be entitled to a ratable
share of all payments by such Subsidiary Guarantor in respect of such concurrent
claims.

    SUBSIDIARY GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

                  No Subsidiary Guarantor may consolidate with or merge with or
into (whether or not such Subsidiary Guarantor is the surviving Person), another
Person (other than the Company or another Subsidiary Guarantor), whether or not
affiliated with such Subsidiary Guarantor, unless (i) subject to the provisions
of the following paragraph and Section 10.05 hereof, the Person formed by or
surviving any such consolidation or merger (if other than such Subsidiary
Guarantor) shall execute and deliver a supplemental indenture to this Indenture
agreeing to be bound by its terms applicable to a Subsidiary Guarantor and
providing for a Subsidiary Guarantee of the Notes by such Person, in accordance
with the terms of this Indenture; (ii) immediately after giving effect to such
transaction, no Default or Event of Default exists; (iii) such Subsidiary
Guarantor, or any Person formed by or surviving any such consolidation or
merger, would have Consolidated Net Worth (immediately after giving effect to


                                       51
<PAGE>

such transaction), equal to or greater than the Consolidated Net Worth of such
Subsidiary Guarantor immediately preceding the transaction; (iv) the Company
would be permitted by virtue of the Company's pro forma Fixed Charge Coverage
Ratio, immediately after giving effect to such transaction, to incur at least
$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
test set forth in Section 4.09(a) hereof; and (v) such transaction does not
violate any of the covenants contained in Articles 4 and 5 hereof..

                  Notwithstanding the foregoing, (i) a Subsidiary Guarantor may
consolidate with or merge with or into the Company, provided that the surviving
corporation (if other than the Company) shall expressly assume by supplemental
indenture complying with the requirements of this Indenture, the due and
punctual payment of the principal of, premium, if any, and interest on all of
the Notes, and the due and punctual performance and observance of all the
covenants and conditions of this Indenture to be performed by the Company; and
(ii) a Subsidiary Guarantor may consolidate with or merge with or into any other
Subsidiary Guarantor.

    RELEASES OF SUBSIDIARY GUARANTORS.

         In the event of (i) the designation of any Subsidiary Guarantor as an
Unrestricted Subsidiary or (ii) a sale or other disposition of all of the
Capital Stock or all or substantially all of the properties or assets of any
Subsidiary Guarantor to a third party or an Unrestricted Subsidiary, by way of
merger, consolidation or otherwise, in any case, in a transaction or manner that
does not violate any of the covenants or other provision of this Indenture, then
such Subsidiary Guarantor will be released from and relieved of any obligations
under this Indenture and its Subsidiary Guarantee, provided that any Net
Proceeds of such sale or other disposition are applied in accordance with
Section 4.10 hereof and provided, further, however, that any such termination
shall occur only to the extent that all obligations of such Subsidiary Guarantor
under all of its guarantees of, and under all of its pledges of assets or other
security interests that secure, any other Indebtedness of the Company or its
Restricted Subsidiaries shall also terminate upon such release, sale or
disposition.

    "TRUSTEE" TO INCLUDE PAYING AGENT.

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article 10 shall in such case (unless the context shall
otherwise require) be construed as extending to and including such Paying Agent
within its meaning as fully and for all intents and purposes as if such Paying
Agent were named in this Article 10 in place of the Trustee.

    CONTRIBUTION.

         In order to provide for just and equitable contribution among the
Subsidiary Guarantors, the Subsidiary Guarantors agree, inter se, that in the
event any payment or distribution is made by any Subsidiary Guarantor (a
"Funding Guarantor") under a Subsidiary Guarantee, such Funding Guarantor shall
be entitled to a contribution from all other Subsidiary Guarantors in a pro rata
amount based on the Adjusted Net Assets (as defined below) of each Subsidiary
Guarantor (including the Funding Guarantor) for all payments, damages and
expenses incurred by that Funding Guarantor in discharging the Company's
obligations with respect to the Notes or any other Subsidiary Guarantor's
obligations with respect to such Subsidiary Guarantee. "Adjusted Net Assets" of
such Subsidiary Guarantor at any date shall mean the lesser of the amount by
which (x) the fair value of the property of such Subsidiary Guarantor exceeds
the total amount of liabilities, including, without limitation, contingent
liabilities, but excluding liabilities under the Subsidiary Guarantee of such
Subsidiary Guarantor at such date and (y) the present fair salable value of the
assets of such Subsidiary Guarantor at such date exceeds the amount that will be
required to pay the probable liability of such Subsidiary Guarantor on its debts
(after giving effect to all other fixed and contingent liabilities incurred or
assumed on such date and after giving effect to any collection from any
subsidiary of such Subsidiary Guarantor in respect of the obligations of such
subsidiary under the Subsidiary Guarantees), excluding debt in respect of the
Subsidiary Guarantees, as they become absolute and matured.

    EXECUTION OF NOTATIONS OF SUBSIDIARY GUARANTEES.

         To evidence its guarantee to each Holder of Notes, each of the
Subsidiary Guarantors hereby agree to execute a notation of its Subsidiary
Guarantee in substantially the form set forth in Exhibit A or Exhibit B, as


                                       52
<PAGE>

applicable, on each Note ordered to be authenticated and delivered by the
Trustee. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee
set forth in Section 10.01 hereof shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such
Subsidiary Guarantee. Each such Subsidiary Guarantee shall be signed on behalf
of each Subsidiary Guarantor by one Officer of such Subsidiary Guarantor who
shall have been duly authorized by all requisite corporate actions, and the
delivery of such Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of such Subsidiary Guarantee on behalf
of such Subsidiary Guarantor. Such signatures upon the Subsidiary Guarantee may
be by manual or facsimile signature of such Officer and may be imprinted or
otherwise reproduced on the Subsidiary Guarantee, and in case any such Officer
who shall have signed the Subsidiary Guarantee shall cease to be such Officer
before the Note on which such Subsidiary Guarantee is endorsed shall have been
authenticated and delivered by the Trustee or disposed of by the Company, such
Note nevertheless may be authenticated and delivered or disposed of as though
the person who signed the Subsidiary Guarantee had not ceased to be such Officer
of the Subsidiary Guarantor.


                                  MISCELLANEOUS

    TRUST INDENTURE ACT CONTROLS.

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

    NOTICES.

         Any notice or communication by the Company, any of the Subsidiary
Guarantors or the Trustee to any of the others is duly given if in the English
language, in writing and delivered in person or mailed by first class mail
(registered or certified, return receipt requested), telecopier or overnight air
courier guaranteeing next-day delivery, to such other's address:

                           If to the Company or any Subsidiary Guarantor:

                           Parker Drilling Company
                           1401 Enclave Parkway, Suite 600
                           Houston, Texas 77077
                           Telecopier No.: (281) 406-2010
                           Attention: Chief Financial Officer

                           With a copy to:

                           Lynnwood R. Moore and
                           Ronald C. Potter
                           Conner & Winters, P.C.
                           3700 First Place Tower
                           15th East Fifth Street
                           Tulsa, Oklahoma 74103
                           Telecopier No.: (918) 586-8548

                           If to the Trustee:

                                    For payment, registration, transfer,
                                    exchange and tender of Notes:

                                    By hand:

                                    JPMorgan Chase Bank
                                    One Main Place
                                    1201 Main Street, 18th Floor
                                    Dallas, Texas 75202
                                    Telephone: (214) 871-9393 or (800) 275-2048
                                    Attention: Registered Bond Events



                                       53
<PAGE>


                          By mail:

                          JPMorgan Chase Bank
                          P.O. Box 2320
                          Dallas, Texas 75221-2320
                          Attention: Registered Bond Events

                          For all other communications relating to the Notes:
                          JPMorgan Chase Bank
                          600 Travis Street, Suite 1150
                          Houston, Texas 77002
                          Telephone:(713) 216-6686
                          Telecopy No.: (713) 216-5476
                          Attention: Global Trust Services

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

         All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the United States mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopied; the next
Business Day after timely delivery to the courier, if sent for overnight
delivery by a courier guaranteeing next-day delivery; and the second Business
Day after timely delivery to the courier, if sent for second-day delivery by a
courier guaranteeing second-day delivery.

         Any notice or communication to a Holder shall be mailed by first class
U.S. mail to its address shown on the register kept by the Registrar. Any notice
or communication shall also be so mailed to any Person described in TIA Section
313(c), to the extent required by the TIA. Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

    COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

         Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Subsidiary Guarantors, the Trustee, the Registrar and anyone else
shall have the protection of TIA Section 312(c).

    CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, such requesting entity shall furnish to the
Trustee:

                                    an Officers' Certificate in form and
                  substance reasonably satisfactory to the Trustee (which shall
                  include the statements set forth in Section 11.05 hereof)
                  stating that, in the opinion of the signers, all conditions
                  precedent and covenants, if any, provided for in this
                  Indenture relating to the proposed action have been satisfied;
                  and



                                       54
<PAGE>

                                    an Opinion of Counsel in form and substance
                  reasonably satisfactory to the Trustee (which shall include
                  the statements set forth in Section 11.05 hereof) stating
                  that, in the opinion of such counsel, all such conditions
                  precedent and covenants have been satisfied.

    STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

                                    a statement that the Person making such
                  certificate or opinion has read such covenant or condition;

                                    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;

                                    a statement that, in the opinion of such
                  Person, he or she has made such examination or investigation
                  as is necessary to enable him or her to express an informed
                  opinion as to whether or not such covenant or condition has
                  been satisfied; and

                                    a statement as to whether or not, in the
                  opinion of such Person, such condition or covenant has been
                  satisfied.

    RULES BY TRUSTEE AND AGENTS.

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

    NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS.

         No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Subsidiary Guarantor, as such, shall have any
liability for any obligations of the Company or such Subsidiary Guarantor under
the Notes, this Indenture or the Subsidiary Guarantees, as the case may be, or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes and the Subsidiary Guarantees.

    GOVERNING LAW.

         THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES.

    NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

         This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

    SUCCESSORS.

         All agreements of the Company or any Subsidiary Guarantor in this
Indenture and the Notes shall bind its successors. All agreements of the Trustee
in this Indenture shall bind its successors.



                                       55
<PAGE>
    SEVERABILITY.

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

    COUNTERPART ORIGINALS.

         The parties hereto may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement.

    TABLE OF CONTENTS, HEADINGS, ETC.

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

                            [signature pages follow]




                                       56
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have executed this Indenture as
of the date first written above.

                             PARKER DRILLING COMPANY


                             By:     /s/ James J. Davis
                                 -----------------------------------------------
                                     James J. Davis
                                     Senior Vice President of Finance
                                     and Chief Financial Officer

                             SUBSIDIARY GUARANTORS :

                             Parker Drilling Company of Oklahoma, Incorporated
                             Parker Drilling Company Limited (Nevada)
                             Parker Drilling Company Limited (Oklahoma)
                             Choctaw International Rig Corp.
                             Parker Drilling Company of New Guinea, Inc.
                             Parker Drilling Company North America, Inc.
                             Parker-VSE, Inc. (formerly Vance Systems
                                  Engineering, Inc.)
                             DGH, Inc.
                             Parker Drilling Company International Limited
                             Parker USA Drilling Company (formerly Parcan
                                  Limited)
                             Parker Technology, L.L.C.
                             Parker Technology, Inc.
                             Parker Drilling U.S.A. Ltd.
                             Parker Drilling Offshore Corporation (formerly
                                  Hercules Offshore Corporation)
                             Parker Drilling Offshore International, Inc.
                             Anachoreta, Inc.
                             Pardril, Inc.
                             Parker Aviation, Inc.
                             Parker Drilling (Kazakstan), Ltd.
                             Parker Drilling Company of Niger
                             Parker North America Operations, Inc.
                             Selective Drilling Corporation
                             Universal Rig Service Corp.
                             Creek International Rig Corp.

                             By:    /s/ David W. Tucker
                                ------------------------------------------------
                             Name:  David W. Tucker
                             Its:   Vice President & Treasurer


                             Parker Technology, L.L.C.

                             By:    /s/ David W. Tucker
                                 -----------------------------------------------
                             Name:  David W. Tucker
                             Its:   Vice President & Manager



                                       57
<PAGE>

                             Parker Drilling Offshore USA, L.L.C. (formerly
                                Mallard Bay Drilling, L.L.C.)

                             By:     /s/ David W. Tucker
                                 -----------------------------------------------
                             Name:   David W. Tucker
                             Its:    Treasurer & Manager


                             Parker Drilling Management Services, Inc.

                             By:     /s/ David W. Tucker
                                 -----------------------------------------------
                             Name:   David W. Tucker
                             Its:    President


                             Quail Tools, L.LP.

                             By:     /s/ James J. Davis
                                 -----------------------------------------------
                             Name:   James J. Davis
                             Its:    Vice President & Treasurer


                             JPMORGAN CHASE BANK,
                             as Trustee


                             By:     /s/ Mauri Cowen
                                 -----------------------------------------------
                                     Authorized Signatory





                                       58
<PAGE>
                                                                       EXHIBIT A


                             [FORM OF SERIES A NOTE]


                     10 1/8% SENIOR NOTES DUE 2009, SERIES A
                                                               CUSIP: __________
No. ____                                                       $________________


                             PARKER DRILLING COMPANY


promises to pay to _____________
or registered assigns,
the principal sum of ____________
Dollars [or such greater or lesser amount
as is indicated on the attached Schedule](1)
on November 15, 2009.

Interest Payment Dates:  May 15 and November 15
Record Dates:  May 1 and November 1


                                              PARKER DRILLING COMPANY


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



Trustee's Certificate of Authentication:

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

JPMORGAN CHASE BANK,
as Trustee


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

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


--------

(1) This clause should be included only in the Note if issued in global form.


                                      A-1


<PAGE>



                            (Parker Drilling Company)

                     10 1/8% Senior Notes due 2009, Series A

         Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any
such nominee to a successor Depository or a nominee of such successor
Depository. Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"),
to the Company or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such other
name as may be requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or such other entity as may be 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.(2)

         THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN
A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE NOTE
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE
RELYING ON THE EXEMPTION PROVIDED BY RULE 144A UNDER THE SECURITIES ACT. THE
HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT
(A) SUCH NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (a) TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN OF RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT
OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO
REQUESTS), (2) TO THE ISSUER OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B)
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
OF THE NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

1. Interest. Parker Drilling Company, a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at 10.125% per
annum from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of original issuance hereof until maturity
and shall pay the Liquidated Damages payable pursuant to Section 5 of the
Registration Rights Agreement referred to below. The Company shall pay interest
and Liquidated Damages semi-annually on May 15 and November 15 of each year, or
if any such day is not a Business Day, on the next succeeding Business Day
(each, an "Interest Payment Date"). Interest on the Notes shall accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that the first Interest Payment Date
shall be May 15, 2002. The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at a rate that is 1% per annum in
excess of the rate then in effect to the extent lawful; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Liquidated Damages (without regard to any
applicable grace periods) from time

----------

(2) This paragraph should be included only in the Note if issued in global form.


                                      A-2
<PAGE>

to time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. If this Note is
exchanged for a Series B Note (as defined in the Indenture) pursuant to the
Registration Rights Agreement, dated May 2, 2002 (the "Registration Rights
Agreement"), among the Company, the Subsidiary Guarantors and Jefferies &
Company, Inc., then accrued but unpaid interest on this Note shall be paid on
the first Interest Payment Date for such Series B Note.

2. Method of Payment. The Company shall pay interest on the Notes (except
defaulted interest) and Liquidated Damages to the Persons who are registered
Holders of Notes at the close of business on the May 1 or November 1 next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes will
be payable as to principal, premium, interest and Liquidated Damages at the
office or agency of the Company maintained for such purpose or, at the option of
the Company, payment of interest and Liquidated Damages may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, premium and Liquidated
Damages on, all Global Notes and all other Notes the Holders of which shall have
provided written wire transfer instructions to the Company or the Paying Agent
at least 10 Business Days prior to the applicable payment date. Such payment
shall be 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.

3. Paying Agent and Registrar. Initially, JPMorgan Chase Bank, the Trustee under
the Indenture, will act as Paying Agent and Registrar. The Company may change
any Paying Agent or Registrar without notice to any Holder. The Company or any
of its Subsidiaries may act in any such capacity.

4. Indenture and Subsidiary Guarantees. The Company issued the Notes under an
Indenture dated as of May 2, 2002 (the "Indenture") among the Company, the
Subsidiary Guarantors and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb).
The Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. The Notes are obligations
of the Company limited to (x) $250 million in aggregate principal amount in the
case of Notes issued on the Issue Date, plus (y) such additional principal
amount of Notes as the Company may issue from time to time in accordance with
the requirements of the Indenture. Payment on each Note is guaranteed on a
senior basis, jointly and severally, by the Subsidiary Guarantors pursuant to
Article 10 of the Indenture.

5. Optional Redemption. The Company shall not have the option to redeem the
Notes prior to November 15, 2004. Thereafter, the Company shall have the option
to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60
days' written notice, at the redemption prices (expressed as percentages of
principal amount) set forth below, plus accrued and unpaid interest and
Liquidated Damages thereon, if any, to the applicable redemption date, if
redeemed during the twelve-month period beginning on November 15 of each of the
years indicated below:

<Table>
<Caption>

                  YEAR                                                 PERCENTAGE
                  ----                                                 ----------
<S>                                                                    <C>

                  2004                                                 105.0625%
                  2005                                                 103.3750%
                  2006                                                 101.6875%
                  2007 and thereafter                                  100.0000%
</Table>

6. Mandatory Redemption. The Company shall not be required to make mandatory
redemption or repurchase payments or sinking fund payments with respect to the
Notes, except as described in paragraph 7 below.

7. Repurchase at Option of Holder.

         (a) If there is a Change of Control, the Company shall be required to
make an offer (a "Change of Control Offer") to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
any unpaid interest and Liquidated Damages thereon, if any, to the Change of
Control Payment Date (as hereinafter defined) (the "Change of Control Payment").
Within 30 days following the occurrence of a Change of Control, the Company


                                      A-3
<PAGE>

shall mail a notice to each Holder setting forth the procedures governing the
Change of Control Offer as required by the Indenture.

         (b) If the Company or a Restricted Subsidiary consummates any Asset
Sales, within 10 days following each Asset Sale Trigger Date, (i) the Company
shall commence an offer to all Holders of Series D Notes (the "Series D Asset
Sale Offer") pursuant to Section 4.10 of the Indenture to purchase the maximum
principal amount of Series D Notes that may be purchased out of the Excess
Proceeds at an offer price in cash in an amount equal to 100% of the principal
amount thereof plus accrued and unpaid interest to the purchase date and (ii) in
the event that any Excess Proceeds are not applied to a Series D Asset Sale
Offer, the Company shall commence an offer to all Holders of Notes (an "Asset
Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum
principal amount of Notes that may be purchased out of such Excess Proceeds at
an offer price in cash in an amount equal to 100% of the principal amount
thereof plus any accrued and unpaid interest and Liquidated Damages thereon, if
any, to the Asset Sale Offer Purchase Date, in accordance with the procedures
set forth in the Indenture. To the extent that the aggregate amount of Series D
Notes and Notes tendered pursuant to a Series D Asset Sale Offer and an Asset
Sale Offer, respectively, is less than the Excess Proceeds, the Company may use
such excess for general corporate purposes.

         (c) Holders of Notes that are the subject of an offer to purchase will
receive notice from the Company prior to any related purchase date and may elect
to have such Notes purchased by completing the form entitled "Option of Holder
to Elect Purchase" on the reverse of the Notes.

8. Notice of Redemption. Notice of redemption shall be mailed at least 30 days
but not more than 60 days before a redemption date to each Holder whose Notes
are to be redeemed at its registered address. Notes in denominations larger than
$1,000 may be redeemed in part but only in whole multiples of $1,000, unless all
of the Notes held by a Holder are to be redeemed. On and after the redemption
date interest ceases to accrue on Notes or portions thereof called for
redemption.

9. Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.

10. Persons Deemed Owners. The registered Holder of a Note may be treated as its
owner for all purposes.

11. Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in aggregate principal amount of the then
outstanding Notes, and any existing default or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes. Without
the consent of any Holder of a Note, the Indenture or the Notes may be amended
or supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to Holders of the Notes
in case of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, to
secure the Notes, to add or release any Subsidiary Guarantor pursuant to the
terms of the Indenture or to comply with the requirements of the Commission in
order to effect or maintain the qualification of the Indenture under the TIA.

12. Defaults and Remedies. Events of Default include: (i) default for 30 days in
the payment when due of interest on, or Liquidated Damages with respect to, the
Notes; (ii) default in payment when due of principal of or premium, if any, on
the Notes when the same becomes due and payable at stated maturity, upon
redemption (including in connection with an offer to purchase) or otherwise,
(iii) failure by the Company to comply with Section 4.10, 4.15 or 5.01 of the
Indenture; (iv) failure by the Company for 45 days after notice to the Company
by the Trustee or the Holders of at least 25% in aggregate principal amount of
the Notes then outstanding to comply



                                      A-4
<PAGE>

with any of its other agreements in the Indenture or the Notes; (v) default
under certain other agreements relating to Indebtedness of the Company or any of
its Restricted Subsidiaries, which default (A) is caused by a failure to pay
principal of or premium, if any, or interest on such Indebtedness prior to the
expiration of the grace period provided in such Indebtedness on the date of such
default (a "Payment Default") or (B) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $7.5 million or more; (vi) certain
final judgments for the payment of money that remain undischarged for a period
of 60 days; (vii) any Subsidiary Guarantee shall for any reason cease to be, or
be asserted by the Company or any Subsidiary Guarantor, as applicable, not to
be, in full force and effect (except pursuant to the release of any Subsidiary
Guarantee in accordance with the Indenture); and (viii) certain events of
bankruptcy or insolvency with respect to the Company or any of its Restricted
Subsidiaries that constitutes a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of the then outstanding
Notes may declare all the Notes to be due and payable immediately.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency with respect to the Company, any
Restricted Subsidiary that constitutes a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes will become due and payable without further
action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on,
or the principal of, the Notes. The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.

13. Trustee Dealings with the Company. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

14. No Recourse Against Others. No past, present or future director, officer,
employee, incorporation, stockholder of the Company or any Subsidiary Guarantor,
as such, shall have any liability for any obligations of the Company or such
Subsidiary Guarantor under the Notes, the Indenture or the Subsidiary
Guarantees, as the case may be, or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes and the Subsidiary Guarantees.

15. Authentication. This Note shall not be valid until authenticated by the
manual signature of the Trustee.

16. Abbreviations. Customary abbreviations may be used in the name of a Holder
or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

17. Additional Rights of Holders of Transfer Restricted Securities. In addition
to the rights provided to Holders of Notes under the Indenture, Holders of
Transferred Restricted Securities shall have all the rights set forth in the
Registration Rights Agreement dated as of March 11, 1998, among the Company, the
Subsidiary Guarantors and Jefferies & Company, Inc. (the "Registration Rights
Agreement").

18. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Notes and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.



                                      A-5
<PAGE>

         The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                                    Parker Drilling Company
                                    1401 Enclave Parkway, Suite 600
                                    Houston, Texas 77077
                                    Telecopier No.: (281) 406-2010
                                    Attention: Treasurer

                                    [intentionally left blank]


                                      A-6
<PAGE>



          [FORM OF NOTATION ON NOTE RELATING TO SUBSIDIARY GUARANTEES]

         Each of the Subsidiary Guarantors under the Indenture (the "Indenture")
referred to in the Note upon which this notation is endorsed, has
unconditionally guaranteed the obligations of the Company under the Notes and
the Indenture, jointly and severally (each such guarantee being a "Subsidiary
Guarantee"), to each Holder of a Note authenticated and delivered by the Trustee
irrespective of the validity or enforceability of the Indenture, the Notes or
the obligations of the Company under the Indenture or the Notes, that: (i) the
principal of, premium, if any, and interest on the Notes shall be paid in full
when due, whether at the stated maturity or interest payment or mandatory
redemption date, by acceleration, call for redemption or otherwise, and interest
on the overdue principal and interest, if any, of the Notes and all other
obligations of the Company to the Holders or the Trustee under the Indenture or
the Notes shall be promptly paid in full or performed, all in accordance with
the terms of the Indenture and the Notes; and (ii) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, they
shall be paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at maturity, by acceleration or otherwise. Failing
payment when due of any amount so guaranteed for whatever reason, each
Subsidiary Guarantor shall be obligated to pay the same whether or not such
failure to pay has become an Event of Default that could cause acceleration
pursuant to Section 6.02 of the Indenture. Each Subsidiary Guarantor agrees that
this is a guarantee of payment, not a guarantee of collection. Capitalized terms
used herein have the meanings assigned to them in the Indenture unless otherwise
indicated, and the obligations of the Subsidiary Guarantors pursuant to the
Subsidiary Guarantees are subject to the terms of the Indenture, to which
reference is hereby made for the precise terms thereof. The obligations of each
Subsidiary Guarantor to the Holders of Notes and to the Trustee pursuant to the
Subsidiary Guarantee and the Indenture are expressly set forth, and are senior
unsecured obligations of each such Subsidiary Guarantor to the extent and in the
manner provided, in Article 10 of the Indenture, and may be released or limited
under certain circumstances. Reference is hereby made to such Indenture for the
precise terms of the Subsidiary Guarantee therein made.

         The Subsidiary Guarantees shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note on which the
Subsidiary Guarantees are noted shall have been executed by the Trustee under
the Indenture by the manual signature of one of its authorized signatories.

         By each of the following, and any other Subsidiary Guarantor as may be
added or substituted from time to time, as Subsidiary Guarantors:

                                                  [signature pages follow]



                                      A-7
<PAGE>




                                 SUBSIDIARY GUARANTORS :

                                 Parker Drilling Company of Oklahoma,
                                      Incorporated
                                 Parker Drilling Company Limited (Nevada)
                                 Parker Drilling Company Limited (Oklahoma)
                                 Choctaw International Rig Corp.
                                 Parker Drilling Company of New Guinea, Inc.
                                 Parker Drilling Company North America, Inc.
                                 Parker-VSE, Inc. (formerly Vance Systems
                                      Engineering, Inc.)
                                 DGH, Inc.
                                 Parker Drilling Company International Limited
                                 Parker USA Drilling Company (formerly Parcan
                                      Limited)
                                 Parker Technology, L.L.C.
                                 Parker Technology, Inc.
                                 Parker Drilling U.S.A. Ltd.
                                 Parker Drilling Offshore Corporation (formerly
                                      Hercules Offshore Corporation)
                                 Parker Drilling Offshore International, Inc.
                                 Anachoreta, Inc.
                                 Pardril, Inc.
                                 Parker Aviation, Inc.
                                 Parker Drilling (Kazakstan), Ltd.
                                 Parker Drilling Company of Niger
                                 Parker North America Operations, Inc.
                                 Selective Drilling Corporation
                                 Universal Rig Service Corp.
                                 Creek International Rig Corp.

                                 By:   /s/ DAVID W. TUCKER
                                    --------------------------------------------
                                 Name: David W. Tucker
                                 Its:  Vice President & Treasurer


                                 Parker Technology, L.L.C.

                                 By:   /s/ DAVID W. TUCKER
                                    --------------------------------------------
                                 Name: David W. Tucker
                                 Its:  Vice President & Manager


                                 Parker Drilling Offshore USA, L.L.C. (formerly
                                    Mallard Bay Drilling, L.L.C.)

                                 By:   /s/ DAVID W. TUCKER
                                    --------------------------------------------
                                 Name: David W. Tucker
                                 Its:  Treasurer & Manager


                                 Parker Drilling Management Services, Inc.

                                 By:   /s/ DAVID W. TUCKER
                                    --------------------------------------------
                                 Name: David W. Tucker
                                 Its:  President


                                 Quail Tools, L.LP.

                                 By:   /s/ JAMES J. DAVIS
                                    --------------------------------------------
                                 Name: James J. Davis
                                 Its:  Vice President & Treasurer




                                      A-8
<PAGE>



                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

         and irrevocably appoint _________________________________ to transfer
         this Note on the books of the Company. The agent may substitute another
         to act for him.



Date:
     ----------------------

                           Your Signature:
                                           -------------------------------------
                           (Sign exactly as your name appears on the face of
                           this Note)

Signature Guarantee:
                     -----------------------------------------------------------
                      (Signature must be guaranteed by a financial institution
                      that is a member of the Securities Transfer Agent
                      Medallion Program ("STAMP"), the Stock Exchange Medallion
                      Program ("SEMP"), the New York Stock Exchange, Inc.
                      Medallion Signature Program ("MSP") or such other
                      signature guarantee program as may be determined by the
                      Registrar in addition to, or in substitution for, STAMP,
                      SEMP or MSP, all in accordance with the Securities
                      Exchange Act of 1934, as amended.)


                                      A-9
<PAGE>



                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

         [ ]   Section 4.10                        [ ]   Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased: $___________

Date:
     ----------------

                  Your Signature:
                                 -------------------------------------------
                  (Sign exactly as your name appears on the face of this Note)


Signature Guarantee:
                    ------------------------------------------------------------
                      (Signature must be guaranteed by a financial institution
                      that is a member of the Securities Transfer Agent
                      Medallion Program ("STAMP"), the Stock Exchange Medallion
                      Program ("SEMP"), the New York Stock Exchange, Inc.
                      Medallion Signature Program ("MSP") or such other
                      signature guarantee program as may be determined by the
                      Registrar in addition to, or in substitution for, STAMP,
                      SEMP or MSP, all in accordance with the Securities
                      Exchange Act of 1934, as amended.)



                                      A-10
<PAGE>



                        SCHEDULE OF EXCHANGES OF NOTES(3)

                  The following exchanges, redemptions, repurchases and
         transfers of interests of a part of this Global Note have been made:

<Table>
<Caption>

                                                                                  Principal Amount of
                                                                                   this Global Note            Signature of
                           Amount of decrease             Amount of increase        following such        authorized signatory
                           in Principal Amount           in Principal Amount        decrease (or          of Trustee or Note
 Date of Exchange, Etc.    of this Global Note           of this Global Note          increase)              Custodian
 ----------------------    -------------------           -------------------     ------------------       --------------------
<S>                        <C>                         <C>                      <C>                     <C>





</Table>

----------

(3) This paragraph should be included only in the Note if issued in global form.




                                      A-11
<PAGE>
                                                                       EXHIBIT B



                             [FORM OF SERIES B NOTE]

                      10 1/8% SENIOR NOTES DUE 2009, SERIES B

                                                               CUSIP: __________
No. ____                                                       $ _______________


                             PARKER DRILLING COMPANY

promises to pay to _____________________________
or registered assigns,
the principal sum of ___________________________
Dollars [or such greater or lesser amount as is indicated
on the attached Schedule](4) on November 15, 2009.

Interest Payment Dates:  May 15 and November 15
Record Dates: May 1 and November 1


                                                PARKER DRILLING COMPANY


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


Trustee's Certificate of Authentication:

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

JPMORGAN CHASE BANK,
as Trustee


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

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



----------

(4) This clause should be included only in the Note if issued in global form.


                                      B-1

<PAGE>



                            (Parker Drilling Company)

                     10 1/8% Senior Notes due 2009, Series B

                  Unless and until it is exchanged in whole or in part for Notes
in definitive form, this Note may not be transferred except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any
such nominee to a successor Depository or a nominee of such successor
Depository. Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"),
to the Company or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such other
name as may be requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or such other entity as may be 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.(5)

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

1. Interest. Parker Drilling Company, a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at 10.125% per
annum from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of original issuance hereof until
maturity. The Company shall pay interest semi-annually on May 15 and November 15
of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each, an "Interest Payment Date"). Interest on the Notes shall
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that the first
Interest Payment Date shall be _______________. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of the rate then in effect to the extent lawful;
it shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

2. Method of Payment. The Company shall pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the May 1 or November 1 next preceding the Interest Payment
Date, even if such Notes are canceled after such record date and on or before
such Interest Payment Date, except as provided in Section 2.12 of the Indenture
with respect to defaulted interest. The Notes will be payable as to principal,
premium and interest at the office or agency of the Company maintained for such
purpose or, at the option of the Company, payment of interest may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds will be required with respect to principal of and interest premium on, all
Global Notes and all other Notes the Holders of which shall have provided
written wire transfer instructions to the Company or the Paying Agent at least
10 Business Days prior to the applicable payment date. Such payment shall be 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.

3. Paying Agent and Registrar. Initially, JPMorgan Chase Bank, the Trustee under
the Indenture, will act as Paying Agent and Registrar. The Company may change
any Paying Agent or Registrar without notice to any Holder. The Company or any
of its Subsidiaries may act in any such capacity.

4. Indenture and Subsidiary Guarantees. The Company issued the Notes under an
Indenture dated as of May 2, 2002 (the "Indenture") among the Company, the
Subsidiary Guarantors and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference


----------

(5) This paragraph should be included only in the Note if issued in global form.





                                      B-2
<PAGE>

to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections
77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred
to the Indenture and such Act for a statement of such terms. The Notes are
obligations of the Company limited to (x) $250 million in aggregate principal
amount in the case of Notes issued on the Issue Date, plus (y) such additional
principal amount of Notes as the Company may issue from time to time in
accordance with the requirements of the Indenture. Payment on each Note is
guaranteed on a senior basis, jointly and severally, by the Subsidiary
Guarantors pursuant to Article 10 of the Indenture.

5. Optional Redemption. The Company shall not have the option to redeem the
Notes prior to November 15, 2004. Thereafter, the Company shall have the option
to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60
days' written notice, at the redemption prices (expressed as percentages of
principal amount) set forth below, plus accrued and unpaid interest thereon, if
any, to the applicable redemption date, if redeemed during the twelve-month
period beginning on November 15 of each of the years indicated below:

<Table>
<Caption>

                  YEAR                                                 PERCENTAGE
                  ----                                                 ----------
<S>                                                                    <C>

                  2004                                                 105.0625%
                  2005                                                 103.3750%
                  2006                                                 101.6875%
                  2007 and thereafter                                  100.0000%
</Table>

6. Mandatory Redemption. The Company shall not be required to make mandatory
redemption or repurchase payments or sinking fund payments with respect to the
Notes, except as described in paragraph 7 below.

7. Repurchase at Option of Holder.

         (a) If there is a Change of Control, the Company shall be required to
make an offer (a "Change of Control Offer") to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
any unpaid interest thereon, if any, to the Change of Control Payment Date (as
hereinafter defined) (the "Change of Control Payment"). Within 30 days following
the occurrence of a Change of Control, the Company shall mail a notice to each
Holder setting forth the procedures governing the Change of Control Offer as
required by the Indenture.

         (b) If the Company or a Restricted Subsidiary consummates any Asset
Sales, within 10 days following each Asset Sale Trigger Date, (i) the Company
shall commence an offer to all Holders of Series D Notes (the "Series D Asset
Sale Offer") pursuant to Section 4.10 of the Indenture to purchase the maximum
principal amount of Series D Notes that may be purchased out of the Excess
Proceeds at an offer price in cash in an amount equal to 100% of the principal
amount thereof plus accrued and unpaid interest to the purchase date and (ii) in
the event that any Excess Proceeds are not applied to a Series D Asset Sale
Offer, the Company shall commence an offer to all Holders of Notes (an "Asset
Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum
principal amount of Notes that may be purchased out of such Excess Proceeds at
an offer price in cash in an amount equal to 100% of the principal amount
thereof plus any accrued and unpaid interest thereon, if any, to the Asset Sale
Offer Purchase Date, in accordance with the procedures set forth in the
Indenture. To the extent that the aggregate amount of Series D Notes and Notes
tendered pursuant to a Series D Asset Sale Offer and an Asset Sale Offer,
respectively, is less than the Excess Proceeds, the Company may use such excess
for general corporate purposes.

         (c) Holders of Notes that are the subject of an offer to purchase will
receive notice from the Company prior to any related purchase date and may elect
to have such Notes purchased by completing the form entitled "Option of Holder
to Elect Purchase" on the reverse of the Notes.

8. Notice of Redemption. Notice of redemption shall be mailed at least 30 days
but not more than 60 days before a redemption date to each Holder whose Notes
are to be redeemed at its registered address.



                                      B-3
<PAGE>

Notes in denominations larger than $1,000 may be redeemed in part but only in
whole multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

9. Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.

10. Persons Deemed Owners. The registered Holder of a Note may be treated as its
owner for all purposes.

11. Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in aggregate principal amount of the then
outstanding Notes, and any existing default or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes. Without
the consent of any Holder of a Note, the Indenture or the Notes may be amended
or supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to Holders of the Notes
in case of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, to
secure the Notes, to add or release any Subsidiary Guarantor pursuant to the
terms of the Indenture or to comply with the requirements of the Commission in
order to effect or maintain the qualification of the Indenture under the TIA.

12. Defaults and Remedies. Events of Default include: (i) default for 30 days in
the payment when due of interest on the Notes; (ii) default in payment when due
of principal of or premium, if any, on the Notes when the same becomes due and
payable at stated maturity, upon redemption (including in connection with an
offer to purchase) or otherwise, (iii) failure by the Company to comply with
Section 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 45
days after notice to the Company by the Trustee or the Holders of at least 25%
in aggregate principal amount of the Notes then outstanding to comply with any
of its other agreements in the Indenture or the Notes; (v) default under certain
other agreements relating to Indebtedness of the Company or any of its
Restricted Subsidiaries, which default (A) is caused by a failure to pay
principal of or premium, if any, or interest on such Indebtedness prior to the
expiration of the grace period provided in such Indebtedness on the date of such
default (a "Payment Default") or (B) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $7.5 million or more; (vi) certain
final judgments for the payment of money that remain undischarged for a period
of 60 days; (vii) any Subsidiary Guarantee shall for any reason cease to be, or
be asserted by the Company or any Subsidiary Guarantor, as applicable, not to
be, in full force and effect (except pursuant to the release of any Subsidiary
Guarantee in accordance with the Indenture); and (viii) certain events of
bankruptcy or insolvency with respect to the Company or any of its Restricted
Subsidiaries that constitutes a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of the then outstanding
Notes may declare all the Notes to be due and payable immediately.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency with respect to the Company, any
Restricted Subsidiary that constitutes a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes will become due and



                                      B-4
<PAGE>

payable without further action or notice. Holders may not enforce the Indenture
or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the Notes. The Company is required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

13. Trustee Dealings with the Company. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

14. No Recourse Against Others. No past, present or future director, officer,
employee, incorporation, stockholder of the Company or any Subsidiary Guarantor,
as such, shall have any liability for any obligations of the Company or such
Subsidiary Guarantor under the Notes, the Indenture or the Subsidiary
Guarantees, as the case may be, or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes and the Subsidiary Guarantees.

15. Authentication. This Note shall not be valid until authenticated by the
manual signature of the Trustee.

16. Abbreviations. Customary abbreviations may be used in the name of a Holder
or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act). 17. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

         The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:

                                    Parker Drilling Company
                                    1401 Enclave Parkway, Suite 600
                                    Houston, Texas 77077
                                    Telecopier No.: (281) 406-2010
                                    Attention: Treasurer

                                    [intentionally left blank]


                                      B-5

<PAGE>



          [FORM OF NOTATION ON NOTE RELATING TO SUBSIDIARY GUARANTEES]

         Each of the Subsidiary Guarantors under the Indenture (the "Indenture")
referred to in the Note upon which this notation is endorsed, has
unconditionally guaranteed the obligations of the Company under the Notes and
the Indenture, jointly and severally (each such guarantee being a "Subsidiary
Guarantee"), to each Holder of a Note authenticated and delivered by the Trustee
irrespective of the validity or enforceability of the Indenture, the Notes or
the obligations of the Company under the Indenture or the Notes, that: (i) the
principal of, premium, if any, and interest on the Notes shall be paid in full
when due, whether at the stated maturity or interest payment or mandatory
redemption date, by acceleration, call for redemption or otherwise, and interest
on the overdue principal and interest, if any, of the Notes and all other
obligations of the Company to the Holders or the Trustee under the Indenture or
the Notes shall be promptly paid in full or performed, all in accordance with
the terms of the Indenture and the Notes; and (ii) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, they
shall be paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at maturity, by acceleration or otherwise. Failing
payment when due of any amount so guaranteed for whatever reason, each
Subsidiary Guarantor shall be obligated to pay the same whether or not such
failure to pay has become an Event of Default that could cause acceleration
pursuant to Section 6.02 of the Indenture. Each Subsidiary Guarantor agrees that
this is a guarantee of payment, not a guarantee of collection. Capitalized terms
used herein have the meanings assigned to them in the Indenture unless otherwise
indicated, and the obligations of the Subsidiary Guarantors pursuant to the
Subsidiary Guarantees are subject to the terms of the Indenture, to which
reference is hereby made for the precise terms thereof. The obligations of each
Subsidiary Guarantor to the Holders of Notes and to the Trustee pursuant to the
Subsidiary Guarantee and the Indenture are expressly set forth, and are senior
unsecured obligations of each such Subsidiary Guarantor to the extent and in the
manner provided, in Article 10 of the Indenture, and may be released or limited
under certain circumstances. Reference is hereby made to such Indenture for the
precise terms of the Subsidiary Guarantee therein made.

         The Subsidiary Guarantees shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note on which the
Subsidiary Guarantees are noted shall have been executed by the Trustee under
the Indenture by the manual signature of one of its authorized signatories.

         By each of the following, and any other Subsidiary Guarantor as may be
added or substituted from time to time, as Subsidiary Guarantors:

                            [signature pages follow]



                                      B-6
<PAGE>



                             SUBSIDIARY GUARANTORS:


                             Parker Drilling Company of Oklahoma Incorporated
                             Parker Drilling Company Limited (Nevada)
                             Parker Drilling Company Limited (Oklahoma)
                             Choctaw International Rig Corp.
                             Parker Drilling Company of New Guinea, Inc.
                             Parker Drilling Company North America, Inc.
                             Parker-VSE, Inc. (formerly Vance Systems
                                 Engineering, Inc.)
                             DGH, Inc.
                             Parker Drilling Company International Limited
                             Parker Drilling USA Drilling Company (formerly
                                 Parcan Limited)
                             Parker Technology, LLC
                             Parker Technology, Inc.
                             Parker Drilling U.S.A. Ltd.
                             Parker Drilling Offshore Corporation (formerly
                                  Hercules Offshore Corporation)
                             Parker Drilling Offshore International, Inc.


                             By:      /s/ DAVID W. TUCKER
                                ------------------------------------------------
                                      Name:    David W. Tucker
                                      Its:     Vice President & Treasurer

                             Quail Tools, LLP

                             By:      /s/ JAMES J. DAVIS
                                ------------------------------------------------
                                      Name:     James J. Davis
                                      Its:      Vice President & Treasurer

                             Parker Drilling Offshore USA, L.L.C. (formerly
                                 Mallard Bay Drilling, L.L.C.)


                             By:      /s/ BRUCE J. KORVER
                                ------------------------------------------------
                                      Name:    Bruce J. Korver
                                      Its:     Vice President-Finance



                                      B-7
<PAGE>

                             Anachoreta, Inc.
                             Pardril, Inc.
                             Parker Aviation, Inc.
                             Parker Drilling (Kazakhstan) Ltd.
                             Parker Drilling Company of Niger
                             Parker North America Operations, Inc.
                             Selective Drilling Corporation
                             Universal Rig Service Corp.


                             By:  /s/ DAVID W. TUCKER
                                 -----------------------------------------------
                                      Name:    David W. Tucker
                                      Its:     Vice President & Treasurer


                             Parker Drilling Management Services, Inc.
                             Creek International Rig Corp.


                             By: /s/ BRUCE J. KORVER
                                ------------------------------------------------
                                      Name:    Bruce J. Korver
                                      Its:     Vice President & Treasurer


                           [intentionally left blank]




                                      B-8
<PAGE>



                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

         and irrevocably appoint ______________________________________ to
         transfer this Note on the books of the Company. The agent may
         substitute another to act for him.



Date:
      ---------------------

                    Your Signature:
                                    --------------------------------------------
                    (Sign exactly as your name appears on the face of this Note)

Signature Guarantee:
                     -----------------------------------------------------------
                      (Signature must be guaranteed by a financial institution
                      that is a member of the Securities Transfer Agent
                      Medallion Program ("STAMP"), the Stock Exchange Medallion
                      Program ("SEMP"), the New York Stock Exchange, Inc.
                      Medallion Signature Program ("MSP") or such other
                      signature guarantee program as may be determined by the
                      Registrar in addition to, or in substitution for, STAMP,
                      SEMP or MSP, all in accordance with the Securities
                      Exchange Act of 1934, as amended.)



                                      B-9
<PAGE>



                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

         [ ]   Section 4.10                        [ ]   Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased: $___________

Date:
      ---------------

                  Your Signature:
                                  ---------------------------------------------
                  (Sign exactly as your name appears on the face of this Note)

Signature Guarantee:
                     -----------------------------------------------------------
                      (Signature must be guaranteed by a financial institution
                      that is a member of the Securities Transfer Agent
                      Medallion Program ("STAMP"), the Stock Exchange Medallion
                      Program ("SEMP"), the New York Stock Exchange, Inc.
                      Medallion Signature Program ("MSP") or such other
                      signature guarantee program as may be determined by the
                      Registrar in addition to, or in substitution for, STAMP,
                      SEMP or MSP, all in accordance with the Securities
                      Exchange Act of 1934, as amended.)


                                      B-10
<PAGE>



                        SCHEDULE OF EXCHANGES OF NOTES(6)

                  The following exchanges, redemptions, repurchases and
         transfers of interests of a part of this Global Note have been made:


<Table>
<Caption>

                                                                          Principal Amount of
                           Amount of decrease                              this Global Note         Signature of
                           in Principal Amount   Amount of increase in      following such       authorized signatory
                              of this Global     Principal Amount of         decrease (or        of Trustee or Note
 Date of Exchange, Etc.           Note              this Global Note           increase)              Custodian
 ----------------------    -------------------   ---------------------    -------------------    -------------------
<S>                        <C>                   <C>                      <C>                    <C>



</Table>



----------

(6) This paragraph should be included only in the Note if issued in global form.


                                      B-11
<PAGE>
                                                                       EXHIBIT C

            CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION
                         OF TRANSFER OF DEFINITIVE NOTES

         Re:  10 1/8% Senior Notes due 2009, Series A of Parker Drilling
Company.

This Certificate relates to $_____ principal amount of Notes held in definitive
form by ________________ (the "Transferor").

The Transferor has requested the Trustee by written order to exchange or
register the transfer of a Note or Notes.

In connection with such request and in respect of each such Note, the Transferor
does hereby certify that Transferor is familiar with the Indenture relating to
the above captioned Notes and as provided in Section 2.06 of such Indenture, the
transfer of this Note does not require registration under the Securities Act (as
defined below) because:*

[ ]      Such Note is being acquired for the Transferor's own account, without
         transfer (in satisfaction of Section 2.06(a)(ii)(A) of the Indenture).

[ ]      Such Note is being transferred to a "qualified institutional buyer"
         (as defined in Rule 144A under the Securities Act of 1933, as amended
         (the "Securities Act")) in reliance on Rule 144A (in satisfaction of
         Section 2.06(a)(ii)(B) of the Indenture) or pursuant to an exemption
         from registration in accordance with Rule 904 under the Securities Act
         (in satisfaction of Section 2.06(a)(ii)(B) of the Indenture.)

[ ]      Such Note is being transferred in accordance with Rule 144 under the
         Securities Act, or pursuant to an effective registration statement
         under the Securities Act (in satisfaction of Section 2.06(a)(ii)(B) or
         Section 2.06(g)(ii)(A) of the Indenture).

[ ]      Such Note is being transferred in reliance on and in compliance with
         an exemption from the registration requirements of the Securities Act,
         other than Rule 144A, 144 or Rule 904 under the Securities Act. An
         Opinion of Counsel to the effect that such transfer does not require
         registration under the Securities Act accompanies this Certificate (in
         satisfaction of Section 2.06(a)(ii)(C) of the Indenture).



                                             -----------------------------------
                                             [INSERT NAME OF TRANSFEROR]

Date:                                        By:
     --------------------------                 --------------------------------

         *Check applicable box.

                                      C-1

<PAGE>



                                                                       EXHIBIT D
--------------------------------------------------------------------------------





                             PARKER DRILLING COMPANY

                                       AND

                     THE SUBSIDIARY GUARANTORS NAMED HEREIN

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

                              SERIES A AND SERIES B

                           10 1/8% SENIOR NOTES DUE 2009

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

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



                         FORM OF SUPPLEMENTAL INDENTURE
                      AND AMENDMENT - SUBSIDIARY GUARANTEE


                         DATED AS OF ____________, ____

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





                              JPMORGAN CHASE BANK,

                                     Trustee

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






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

         This SUPPLEMENTAL INDENTURE, dated as of __________ ___, ____, is among
Parker Drilling Company, a Delaware corporation (the "Company"), each of the
parties identified under the

                                      D-1

<PAGE>

caption "Subsidiary Guarantors" on the signature page hereto (the "Guarantors")
and JPMorgan Chase Bank, a New York banking corporation, as Trustee.

                                    RECITALS

         WHEREAS, the Company, certain Guarantors and the Trustee entered into
an Indenture, dated as of May 2, 2002 (the "Indenture"), pursuant to which the
Company has originally issued $250,000,000 in principal amount of 10 1/8% Senior
Notes due 2009 (the "Notes"); and

         WHEREAS, Section 9.01(vi) of the Indenture provides that the Company,
the Guarantors and the Trustee may amend or supplement the Indenture in order to
add any new Guarantor to comply with Section 10.02 thereof, without the consent
of the Holders of the Notes; and

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

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

                                    ARTICLE 1

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

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

                                    ARTICLE 2

         From this date, in accordance with Section 10.02 and by executing this
Supplemental Indenture and the accompanying notation of Subsidiary Guarantee (a
copy of which is attached hereto), the Guarantors whose signatures appear below
are subject to the provisions of the Indenture to the extent provided for in
Article 10 thereunder.

                                    ARTICLE 3

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

         SECTION 3.02. Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be
assumed, by the Trustee by reason of this Supplemental Indenture. This
Supplemental Indenture is executed and accepted by the Trustee subject to all
the terms

                                      D-2

<PAGE>

and conditions set forth in the Indenture with the same force and effect as if
those terms and conditions were repeated at length herein and made applicable to
the Trustee with respect hereto.

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

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

         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first written above.

                                                PARKER DRILLING COMPANY


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

                                                SUBSIDIARY GUARANTORS



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


                                                JPMORGAN CHASE BANK, as Trustee



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



                                      D-3