<PAGE>

                                                                     Exhibit 4.7

                         FORM OF SUBORDINATED INDENTURE

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

                           ENCORE ACQUISITION COMPANY
                                    as Issuer

                                       and

                            _________________________
                                   as Trustee

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

                                    Indenture

                        Dated as of ______________, ____

                             _______________________

                          Subordinated Debt Securities

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

<PAGE>

                           ENCORE ACQUISITION COMPANY

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                   AND INDENTURE, DATED AS OF _______________

<TABLE>
<CAPTION>
    Section of
  Trust Indenture                                                                       Section(s) of
    Act of 1939                                                                            Indenture
    -----------                                                                            ---------
<S>                                                                                     <C>
Section 310  (a)(1).............................................................        7.10
             (a)(2).............................................................        7.10
             (a)(3).............................................................        Not Applicable
             (a)(4).............................................................        Not Applicable
             (a)(5).............................................................        7.10
             (b)................................................................        7.08, 7.10
Section 311  (a)................................................................        7.11
             (b)................................................................        7.11
             (c)................................................................        Not Applicable
Section 312  (a)................................................................        2.07
             (b)................................................................        12.03
             (c)................................................................        12.03
Section 313  (a)................................................................        7.06
             (b)................................................................        7.06
             (c)................................................................        7.06
             (d)................................................................        7.06
Section 314  (a)................................................................        4.03, 4.04
             (b)................................................................        Not Applicable
             (c)(1).............................................................        12.04
             (c)(2).............................................................        12.04
             (c)(3).............................................................        Not Applicable
             (d)................................................................        Not Applicable
             (e)................................................................        12.05
Section 315  (a)................................................................        7.01(b)
             (b)................................................................        7.05
             (c)................................................................        7.01(a)
             (d)................................................................        7.01(c)
             (d)(1).............................................................        7.01(c)(1)
             (d)(2).............................................................        7.01(c)(2)
             (d)(3).............................................................        7.01(c)(3)
             (e)................................................................        6.11
Section 316  (a)(1)(A)..........................................................        6.05
             (a)(1)(B)..........................................................        6.04
             (a)(2).............................................................        Not Applicable
             (a)(last sentence).................................................        2.11
             (b)................................................................        6.07
Section 317  (a)(1).............................................................        6.08
             (a)(2).............................................................        6.09
             (b)................................................................        2.06
Section 318  (a)................................................................        12.01
</TABLE>

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

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                       Page
                                                                                                                       ----
<S>                                                                                                                    <C>
ARTICLE I                DEFINITIONS AND INCORPORATION BY REFERENCE..............................................        1
   SECTION 1.01          Definitions.............................................................................        1
   SECTION 1.02          Other Definitions.......................................................................        6
   SECTION 1.03          Incorporation by Reference of Trust Indenture Act.......................................        7
   SECTION 1.04          Rules of Construction...................................................................        7

ARTICLE II               THE SECURITIES..........................................................................        8
   SECTION 2.01          Amount Unlimited; Issuable in Series....................................................        8
   SECTION 2.02          Denominations...........................................................................       11
   SECTION 2.03          Forms Generally.........................................................................       11
   SECTION 2.04          Execution, Authentication, Delivery and Dating..........................................       11
   SECTION 2.05          Registrar and Paying Agent..............................................................       13
   SECTION 2.06          Paying Agent to Hold Money in Trust.....................................................       14
   SECTION 2.07          Holder Lists............................................................................       14
   SECTION 2.08          Transfer and Exchange...................................................................       14
   SECTION 2.09          Replacement Securities..................................................................       15
   SECTION 2.10          Outstanding Securities..................................................................       15
   SECTION 2.11          Original Issue Discount, Foreign-Currency Denominated and Treasury Securities...........       16
   SECTION 2.12          Temporary Securities....................................................................       16
   SECTION 2.13          Cancellation............................................................................       16
   SECTION 2.14          Payments; Defaulted Interest............................................................       16
   SECTION 2.15          Persons Deemed Owners...................................................................       17
   SECTION 2.16          Computation of Interest.................................................................       17
   SECTION 2.17          Global Securities; Book-Entry Provisions................................................       17

ARTICLE III              REDEMPTION..............................................................................       19
   SECTION 3.01          Applicability of Article................................................................       19
   SECTION 3.02          Notice to the Trustee...................................................................       20
   SECTION 3.03          Selection of Securities To Be Redeemed..................................................       20
   SECTION 3.04          Notice of Redemption....................................................................       20
   SECTION 3.05          Effect of Notice of Redemption..........................................................       21
   SECTION 3.06          Deposit of Redemption Price.............................................................       21
   SECTION 3.07          Securities Redeemed or Purchased in Part................................................       22
   SECTION 3.08          Purchase of Securities..................................................................       22
   SECTION 3.09          Mandatory and Optional Sinking Funds....................................................       22
   SECTION 3.10          Satisfaction of Sinking Fund Payments with Securities...................................       22
   SECTION 3.11          Redemption of Securities for Sinking Fund...............................................       23

ARTICLE IV               COVENANTS...............................................................................       23
   SECTION 4.01          Payment of Securities...................................................................       23
   SECTION 4.02          Maintenance of Office or Agency.........................................................       24
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                                                     <C>
   SECTION 4.03          SEC Reports; Financial Statements.......................................................       24
   SECTION 4.04          Compliance Certificate..................................................................       25
   SECTION 4.05          Existence...............................................................................       25
   SECTION 4.06          Waiver of Stay, Extension or Usury Laws.................................................       25
   SECTION 4.07          Additional Amounts......................................................................       26

ARTICLE V                SUCCESSORS..............................................................................       26
   SECTION 5.01          Limitations on Mergers, Consolidations and Other Transactions...........................       26
   SECTION 5.02          Successor Person Substituted............................................................       27

ARTICLE VI               DEFAULTS AND REMEDIES...................................................................       27
   SECTION 6.01          Events of Default.......................................................................       27
   SECTION 6.02          Acceleration............................................................................       29
   SECTION 6.03          Other Remedies..........................................................................       30
   SECTION 6.04          Waiver of Defaults......................................................................       30
   SECTION 6.05          Control by Majority.....................................................................       30
   SECTION 6.06          Limitations on Suits....................................................................       31
   SECTION 6.07          Rights of Holders to Receive Payment....................................................       31
   SECTION 6.08          Collection Suit by Trustee..............................................................       31
   SECTION 6.09          Trustee May File Proofs of Claim........................................................       32
   SECTION 6.10          Priorities..............................................................................       32
   SECTION 6.11          Undertaking for Costs...................................................................       33

ARTICLE VII              TRUSTEE.................................................................................       33
   SECTION 7.01          Duties of Trustee.......................................................................       33
   SECTION 7.02          Rights of Trustee.......................................................................       34
   SECTION 7.03          May Hold Securities.....................................................................       35
   SECTION 7.04          Trustee's Disclaimer....................................................................       35
   SECTION 7.05          Notice of Defaults......................................................................       35
   SECTION 7.06          Reports by Trustee to Holders...........................................................       35
   SECTION 7.07          Compensation and Indemnity..............................................................       36
   SECTION 7.08          Replacement of Trustee..................................................................       36
   SECTION 7.09          Successor Trustee by Merger, etc........................................................       38
   SECTION 7.10          Eligibility; Disqualification...........................................................       38
   SECTION 7.11          Preferential Collection of Claims Against Company.......................................       39

ARTICLE VIII             DISCHARGE OF INDENTURE..................................................................       39
   SECTION 8.01          Termination of Company's Obligations....................................................       39
   SECTION 8.02          Application of Trust Money..............................................................       42
   SECTION 8.03          Repayment to Company....................................................................       43
   SECTION 8.04          Reinstatement...........................................................................       43

ARTICLE IX               SUPPLEMENTAL INDENTURES AND AMENDMENTS..................................................       43
   SECTION 9.01          Without Consent of Holders..............................................................       43
   SECTION 9.02          With Consent of Holders.................................................................       45
   SECTION 9.03          Compliance with Trust Indenture Act.....................................................       46
   SECTION 9.04          Revocation and Effect of Consents.......................................................       47
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                     <C>
   SECTION 9.05          Notation on or Exchange of Securities...................................................       47
   SECTION 9.06          Trustee to Sign Amendments, etc.........................................................       47

ARTICLE X                SUBORDINATION...........................................................................       48
   SECTION 10.01         Securities Subordinated to Senior Indebtedness..........................................       48
   SECTION 10.02         No Payment on Securities in Certain Circumstances.......................................       48
   SECTION 10.03         Securities Subordinated to Prior Payment of All Senior Indebtedness on
                         Dissolution, Liquidation or Reorganization..............................................       49
   SECTION 10.04         Subrogation to Rights of Holders of Senior Indebtedness.................................       50
   SECTION 10.05         Obligations of the Company Unconditional................................................       51
   SECTION 10.06         Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice.................       52
   SECTION 10.07         Application by Trustee of Amounts Deposited with It.....................................       52
   SECTION 10.08         Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders
                         of Senior Indebtedness..................................................................       52
   SECTION 10.09         Trustee to Effectuate Subordination of Securities.......................................       53
   SECTION 10.10         Right of Trustee to Hold Senior Indebtedness............................................       53
   SECTION 10.11         Article X Not to Prevent Events of Default..............................................       53
   SECTION 10.12         No Fiduciary Duty of Trustee to Holders of Senior Indebtedness..........................       53
   SECTION 10.13         Article Applicable to Paying Agent......................................................       54

ARTICLE XI               GUARANTEES..............................................................................       54

ARTICLE XII              MISCELLANEOUS...........................................................................       54
   SECTION 12.01         Trust Indenture Act Controls............................................................       54
   SECTION 12.02         Notices.................................................................................       54
   SECTION 12.03         Communication by Holders with Other Holders.............................................       55
   SECTION 12.04         Certificate and Opinion as to Conditions Precedent......................................       55
   SECTION 12.05         Statements Required in Certificate or Opinion...........................................       56
   SECTION 12.06         Rules by Trustee and Agents.............................................................       56
   SECTION 12.07         Legal Holidays..........................................................................       56
   SECTION 12.08         No Recourse Against Others..............................................................       56
   SECTION 12.09         Governing Law...........................................................................       56
   SECTION 12.10         No Adverse Interpretation of Other Agreements...........................................       57
   SECTION 12.11         Successors..............................................................................       57
   SECTION 12.12         Severability............................................................................       57
   SECTION 12.13         Counterpart Originals...................................................................       57
   SECTION 12.14         Table of Contents, Headings, etc........................................................       57
</TABLE>

                                       iii

<PAGE>

                  INDENTURE dated as of _______________ between Encore
Acquisition Company, a corporation duly organized and existing under the laws of
the State of Delaware (herein called the "Company"), and ____________________,
as trustee (herein called the "Trustee").

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

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions.

                  "Additional Amounts" means any additional amounts required by
the express terms of a Security or by or pursuant to a Board Resolution, under
circumstances specified therein or pursuant thereto, to be paid by the Company
with respect to certain taxes, assessments or other governmental charges imposed
on certain Holders and that are owing to those Holders.

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

"Agent" means any Registrar or Paying Agent.

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

                  "Board of Directors" means the Board of Directors of the
Company or any committee thereof duly authorized, with respect to any particular
matter, to act by or on behalf of the Board of Directors of the Company.

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

                                       1
<PAGE>

                  "Business Day" means any day that is not a Legal Holiday.

                  "Capital Stock" means, with respect to any corporation, any
and all shares, interests, rights to purchase (other than convertible or
exchangeable Indebtedness), warrants, options, participations or other
equivalents of or interests (however designated) in stock issued by that
corporation.

                  "Capitalized Lease Obligation" of any Person means any
obligation of that Person to pay rent or other amounts under a lease of
property, real or personal, that is required to be capitalized for financial
reporting purposes in accordance with GAAP; and the amount of that obligation
shall be the capitalized amount thereof determined in accordance with GAAP.

                  "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean that successor corporation; provided, however, that for
purposes of any provision contained herein which is required by the TIA,
"Company" shall also mean each other obligor (if any) on the Securities of a
series.

                  "Company Order" and "Company Request" mean, respectively, a
written order or request signed in the name of the Company by two Officers of
the Company, and delivered to the Trustee.

                  "Corporate Trust Office" of the Trustee means the office of
the Trustee located at ____________________, and as may be located at such other
address as the Trustee may give notice to the Company.

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

                  "Depositary" means, with respect to the Securities of any
series issuable or issued in whole or in part in global form, the Person
specified pursuant to Section 2.01 hereof as the initial Depositary with respect
to the Securities of that series, until a successor shall have been appointed
and become such pursuant to the applicable provision of this Indenture, and
thereafter "Depositary" shall mean or include that successor.

                  "Designated Senior Indebtedness," unless otherwise provided
with respect to the Securities of a series as contemplated by Section 2.01,
means any Senior Indebtedness of the Company that (i) in the instrument
evidencing the same or the assumption or guarantee thereof (or related documents
to which the Company is a party) is expressly designated as "Designated Senior
Indebtedness" for purposes of this Indenture and (ii) satisfies such other
conditions as may be provided with respect to the Securities of that series;
provided that those instruments or documents may place limitations and
conditions on the right of that Senior Indebtedness to exercise the rights of
Designated Senior Indebtedness.

                  "Disqualified Capital Stock" means, when used with respect to
the Securities of any series, (i) except as set forth in (ii), with respect to
any Person, Capital Stock of that Person that, by its terms or by the terms of
any security into which it is convertible, exercisable or exchangeable, is, or
on the happening of an event or the passage of time would be, required to be

                                       2
<PAGE>

redeemed or repurchased (including at the option of the holder thereof) by that
Person or any Subsidiary of that Person, in whole or in part, on or prior to the
last Stated Maturity of the Securities of that series, and (ii) with respect to
any Subsidiary of that Person (including with respect to any Subsidiary of the
Company), any Capital Stock other than any common stock with no preference,
privileges, or redemption or repayment provisions.

                  "Dollar" or "$" means a dollar or other equivalent unit in
such coin or currency of the United States as at the time shall be legal tender
for the payment of public and private debt.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and any successor statute.

                  "GAAP" means generally accepted accounting principles in the
United States 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 may be approved by a significant
segment of the accounting profession of the United States, as in effect from
time to time.

                  "Global Security" of any series means a Security of that
Series that is issued in global form in the name of the Depositary with respect
thereto or its nominee.

                  "Government Obligations" means, with respect to a series of
Securities, direct obligations of the government that issues the currency in
which the Securities of the series are payable for the payment of which the full
faith and credit of that government is pledged, or obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of that
government, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by that government.

                  "Guarantee" means the guarantee by any guarantor of the
obligations under this Indenture.

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

                  "Indebtedness" of any Person means, without duplication, (i)
all indebtedness of that Person for borrowed money (whether or not the recourse
of the lender is to the whole of the assets of that Person or only to a portion
thereof), (ii) all obligations of that Person evidenced by bonds, debentures,
notes or other similar instruments, (iii) all obligations of that Person in
respect of letters of credit or other similar instruments (or reimbursement
obligations with respect thereto), other than standby letters of credit, bid or
performance bonds and other similar obligations issued by or for the account of
that Person in the ordinary course of business, to the extent not drawn or, to
the extent drawn, if that drawing is reimbursed not later than 30 Business Days
following demand for reimbursement, (iv) all obligations of that Person to pay
the deferred and unpaid purchase price of property or services, except trade
payables, advances on contracts and accrued expenses arising in the ordinary
course of business, (v) all Capitalized Lease Obligations of that Person, (vi)
all Indebtedness of others secured by a Lien on any asset of that Person,
whether or not that Indebtedness is assumed by that Person (provided that if the
obligations so secured have not been assumed in full by that Person or are not
otherwise that

                                       3
<PAGE>

Person's legal liability in full, then those obligations shall be deemed to be
in an amount equal to the greater of (a) the lesser of (1) the full amount of
those obligations and (2) the fair market value of those assets, as determined
in good faith by the board of directors or other managing body of that Person
and (b) the amount of obligations as have been assumed by that Person or which
are otherwise that Person's legal liability), and (vii) all guarantees by that
Person of or with respect to Indebtedness of others (other than endorsements in
the ordinary course of business), in each case to the extent of the Indebtedness
guaranteed.

                  "Indenture" means this Indenture as amended or supplemented
from time to time pursuant to the provisions hereof, and includes the terms of a
particular series of Securities established as contemplated by Section 2.01.

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

                  "Interest Payment Date," when used with respect to any
Security, shall have the meaning assigned to that term in the Security as
contemplated by Section 2.01.

                  "Issue Date" means, with respect to Securities of a series,
the date on which the Securities of that series are originally issued under this
Indenture.

                  "Junior security" of a Person means, when used with respect to
the Securities of any series, any Qualified Capital Stock of that Person or any
Indebtedness of that Person that is subordinated in right of payment to Senior
Indebtedness of the Company to substantially the same extent as, or to a greater
extent than, the Securities of that series and has no scheduled installment of
principal due, by redemption, sinking fund payment or otherwise, on or prior to
the last Stated Maturity of the Securities of that series.

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
banking institutions in any of The City of New York, New York, _______________,
Fort Worth, Texas or a Place of Payment are authorized or obligated by law,
regulation or executive order to remain closed.

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

                  "Officer" means the Chairman of the Board, the President, any
Vice Chairman of the Board, any Vice President, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any
Assistant Secretary of a Person.

                  "Officers' Certificate" means a certificate signed by two
Officers of a Person.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee. That counsel may be an
employee of or counsel to the Company or the Trustee.

                                       4
<PAGE>

                  "Original Issue Discount Security" means any Security that
provides for an amount less than the principal amount thereof to be due and
payable on a declaration of acceleration of the Maturity thereof pursuant to
Section 6.02.

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

                  "Place of Payment" means, with respect to the Securities of
any series, the place or places where, subject to the provisions of Section
4.02, the principal of, premium (if any) on and interest on the Securities of
that series are payable as specified in accordance with Section 2.01.

                  "principal" of a Security means the principal of the Security
plus, when appropriate, the premium, if any, on the Security.

                  "Qualified Capital Stock" means any Capital Stock of the
Company that is not Disqualified Capital Stock.

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

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

                  "Rule 144A Securities" means Securities of a series designated
pursuant to Section 2.01 as entitled to the benefits of Section 4.03(b).

                  "SEC" means the Securities and Exchange Commission.

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

                  "Security Custodian" means, with respect to Securities of a
series issued in global form, the Trustee for Securities of that series, as
custodian with respect to the Securities of that series, or any successor entity
thereto.

                  "Senior Indebtedness" of the Company, unless otherwise
provided with respect to the Securities of a series as contemplated by Section
2.01, means (i) the principal of and premium, if any, and interest on (including
interest accruing or becoming owing prior to or subsequent to the commencement
of any proceeding against or with respect to the Company under any bankruptcy
law) and other amounts due on or in connection with any Indebtedness of the
Company, whether currently outstanding or hereafter incurred, issued or assumed,
unless, by the terms of the instrument creating or evidencing that Indebtedness,
it is provided that such Indebtedness is not superior in right of payment to the
Securities or to other Indebtedness which is pari passu with or subordinated to
the Securities, and (ii) any modifications, refunding, deferrals, renewals or
extensions of any such Indebtedness or securities, notes or other evidences

                                       5
<PAGE>

of Indebtedness issued in exchange for that Indebtedness; provided that in no
event shall "Senior Indebtedness" of the Company include Indebtedness of the
Company for borrowed money owed or owing to any Subsidiary of the Company or any
executive officer or director of the Company.

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

                  "Subsidiary" means a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries. For the purposes of this definition, "voting stock" means
stock that ordinarily has voting power for the election of directors, whether at
all times or only so long as no senior class of stock has that voting power by
reason of any contingency.

                  "TIA" means the Trust Indenture Act of 1939, as amended (15
U.S.C. Sections 77aaa-77bbbb), as in effect on the date hereof.

                  "Trust Officer" means any officer or assistant officer of the
Trustee assigned by the Trustee to administer its corporate trust matters.

                  "Trustee" means the Person named as such above until a
successor replaces it in accordance with the applicable provisions of this
Indenture, and thereafter "Trustee" means each Person who is then a Trustee
hereunder, and if at any time there is more than one such Person, "Trustee" as
used with respect to the Securities of any series means the Trustee with respect
to Securities of that series.

                  "United States" means the United States of America (including
the States and the District of Columbia) and its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands).

                  "United States Alien" means any Person who, for United States
federal income tax purposes, is a foreign corporation, a nonresident alien
individual, a nonresident alien or foreign fiduciary of an estate or trust, or a
foreign partnership.

                  "U.S. Government Obligations" means Government Obligations
with respect to Securities payable in Dollars.

SECTION 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                                                      DEFINED
DEFINED TERM                                                         IN SECTION
------------                                                         ----------
<S>                                                                  <C>
"Bankruptcy Custodian".................................                 6.01
"Conversion Event".....................................                 6.01
"covenant defeasance"..................................                 8.01
"Event of Default".....................................                 6.01
</TABLE>

                                       6
<PAGE>

<TABLE>
<S>                                                                    <C>
"Exchange Rate"........................................                 2.11
"Judgment Currency"....................................                 6.10
"legal defeasance".....................................                 8.01
"mandatory sinking fund payment".......................                 3.09
"optional sinking fund payment"........................                 3.09
"Paying Agent".........................................                 2.05
"Payment Default"......................................                10.02
"Payment Blocking Notice"..............................                10.02
"Registrar"............................................                 2.05
"Required Currency"....................................                 6.10
"Successor"............................................                 5.01
</TABLE>

SECTION 1.03 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:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" on the indenture securities means the Company or any
         other obligor on the Securities.

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

SECTION 1.04 Rules of Construction.

                  Unless the context otherwise requires:

                  (1)      a term has the meaning assigned to it;

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

                  (3)      "or" is not exclusive;

                  (4)      words in the singular include the plural, and in the
         plural include the singular;

                                       7
<PAGE>

                  (5)      provisions apply to successive events and
         transactions; and

                  (6)      all references in this instrument to Articles and
         Sections are references to the corresponding Articles and Sections in
         and of this instrument.

                                   ARTICLE II
                                 THE SECURITIES

SECTION 2.01 Amount Unlimited; Issuable in Series.

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

                  The Securities may be issued in one or more series. There
shall be established in or pursuant to a Board Resolution, and set forth, or
determined in a manner provided, in an Officers' Certificate or in a Company
Order, or established in one or more indentures supplemental hereto, prior to
the issuance of Securities of any series:

                  (1)      the title of the Securities of the series (which
         shall distinguish the Securities of the series from the Securities of
         all other series);

                  (2)      if there is to be a limit, the limit on the aggregate
         principal amount of the Securities of the series that may be
         authenticated and delivered under this Indenture (except for Securities
         authenticated and delivered on registration of transfer of, or in
         exchange for, or in lieu of, other Securities of the series pursuant to
         Section 2.08, 2.09, 2.12, 2.17, 3.07 or 9.05 and except for any
         Securities that, pursuant to Section 2.04 or 2.17, are deemed never to
         have been authenticated and delivered hereunder); provided, however,
         that unless otherwise provided in the terms of the series, the
         authorized aggregate principal amount of that series may be increased
         before or after the issuance of any Securities of the series by a Board
         Resolution (or action pursuant to a Board Resolution) to that effect;

                  (3)      whether any Securities of the series are to be
         issuable initially in temporary global form and whether any Securities
         of the series are to be issuable in permanent global form, as Global
         Securities or otherwise, and, if so, whether beneficial owners of
         interests in any such Global Security may exchange those interests for
         Securities of that series and of like tenor of any authorized form and
         denomination and the circumstances under which those exchanges may
         occur, if other than in the manner provided in Section 2.17, and the
         initial Depositary and Security Custodian, if any, for any Global
         Security or Securities of that series;

                 (4)      (i) if other than provided herein, the Person to whom
         any interest on Securities of the series shall be payable, and (ii) the
         manner in which any interest payable on a temporary Global Security on
         any Interest Payment Date will be paid if other than in the manner
         provided in Section 2.14;

                  (5)      the date or dates on which the principal of (and
         premium, if any, on) the Securities of the series is payable or the
         method of determination thereof;

                                       8
<PAGE>

                  (6)      the rate or rates, or the method of determination
         thereof, at which the Securities of the series shall bear interest, if
         any, whether and under what circumstances Additional Amounts with
         respect to those Securities shall be payable, the date or dates from
         which that interest shall accrue, the Interest Payment Dates on which
         that interest shall be payable and the record date for the interest
         payable on any Securities on any Interest Payment Date;

                  (7)      the place or places where, subject to the provisions
         of Section 4.02, the principal of, premium (if any) and interest on and
         any Additional Amounts with respect to the Securities of the series
         shall be payable;

                  (8)      the period or periods within which, the price or
         prices (whether denominated in cash, securities or otherwise) at which
         and the terms and conditions on which Securities of the series may be
         redeemed, in whole or in part, at the option of the Company, if the
         Company is to have that option, and the manner in which the Company may
         exercise any such option, if different from those set forth herein;

                  (9)      the obligation, if any, of the Company to redeem,
         purchase or repay Securities of the series pursuant to any sinking fund
         or analogous provisions or at the option of a Holder thereof and the
         period or periods within which, the price or prices (whether
         denominated in cash, securities or otherwise) at which and the terms
         and conditions on which Securities of the series shall be redeemed,
         purchased or repaid in whole or in part pursuant to that obligation;

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

                  (11)     if other than Dollars, the currency or currencies
         (including composite currencies) or the form, including equity
         securities, other debt securities (including Securities), warrants or
         any other securities or property of the Company or any other Person, in
         which payment of the principal of, premium (if any) and interest on and
         any Additional Amounts with respect to the Securities of the series
         shall be payable;

                  (12)     if the principal of, premium (if any) or interest on
         or any Additional Amounts with respect to the Securities of the series
         are to be payable, at the election of the Company or a Holder thereof,
         in a currency or currencies (including composite currencies) other than
         that in which the Securities are stated to be payable, the currency or
         currencies (including composite currencies) in which payment of the
         principal, premium (if any), interest and any Additional Amounts with
         respect to Securities of that series as to which that election is made
         shall be payable, and the periods within which and the terms and
         conditions on which that election is to be made;

                  (13)     if the amount of payments of principal, premium (if
         any), interest and any Additional Amounts with respect to the
         Securities of the series may be determined with reference to any
         commodities, currencies or indices, values, rates or prices or any
         other index or formula, the manner in which those amounts shall be
         determined;

                                       9
<PAGE>

                  (14)     if other than the entire principal amount thereof,
         the portion of the principal amount of Securities of the series that
         shall be payable on declaration of acceleration of the Maturity thereof
         pursuant to Section 6.02;

                  (15)     any additional means of satisfaction and discharge of
         this Indenture and any additional conditions or limitations to
         discharge with respect to Securities of the series pursuant to Article
         VIII or any modifications of or deletions from those conditions or
         limitations;

                  (16)     any deletions or modifications of or additions to the
         Events of Default set forth in Section 6.01 or covenants of the Company
         set forth in Article IV pertaining to the Securities of the series;

                  (17)     any restrictions or other provisions with respect to
         the transfer or exchange of Securities of the series, which may amend,
         supplement, modify or supersede those contained in this Article II;

                  (18)     if the Securities of the series are to be convertible
         into or exchangeable for Capital Stock, other debt securities
         (including Securities), warrants, other equity securities or any other
         securities or property of the Company or any other Person, at the
         option of the Company or the Holder or on the occurrence of any
         condition or event, the terms and conditions for that conversion or
         exchange;

                  (19)     if the Securities of the series shall have the
         benefits of any Guarantee and, if so, the identity of the guarantor or
         guarantors and the terms and provisions applicable to any such
         Guarantee;

                  (20)     if the Securities of the series are to be entitled to
         the benefit of Section 4.03(b) (and accordingly constitute Rule 144A
         Securities);

                  (21)     any modifications to, or qualifications contemplated
         by, the definition of "Designated Senior Indebtedness," any
         modifications to the definition of "Senior Indebtedness" of the Company
         or any modifications to Article X or the other provisions regarding
         subordination with respect to the Securities of that series; and

                  (22)     any other terms of the series (which terms shall not
         be prohibited by the provisions of this Indenture).

                  All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to the Board Resolution referred to above and (subject to Section
2.03) set forth, or determined in the manner provided, in the Officers'
Certificate or Company Order referred to above or in any such indenture
supplemental hereto.

                  If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of that
action together with that Board Resolution shall be set forth in an Officers'
Certificate or certified by the Secretary or an

                                       10
<PAGE>

Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers' Certificate or Company Order setting forth the
terms of the series.

                  The Securities shall be subordinated in right of payment to
Senior Indebtedness of the Company as provided in Article X.

SECTION 2.02 Denominations.

                  The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 2.01. In the
absence of any such provisions with respect to the Securities of any series, the
Securities of that series denominated in Dollars shall be issuable in
denominations of $1,000 and any integral multiples thereof.

SECTION 2.03 Forms Generally.

                  The Securities of each series shall be in fully registered
form and in substantially the form or forms (including temporary or permanent
global form) established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto. The Securities may have notations, legends or
endorsements required by law, securities exchange rule, the Company's
certificate of incorporation, bylaws or other similar governing documents,
agreements to which the Company is subject, if any, or usage (provided that any
such notation, legend or endorsement is in a form acceptable to the Company). A
copy of the Board Resolution establishing the form or forms of Securities of any
series shall be delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 2.04 for the authentication and delivery
of those Securities.

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

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

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

                                        _________________________, as Trustee

                                        By:_____________________________________
                                                   Authorized Officer".

SECTION 2.04 Execution, Authentication, Delivery and Dating.

                  Two Officers of the Company shall sign the Securities of each
series on behalf of the Company by manual or facsimile signature. The Company's
seal, if any, shall be impressed, affixed, imprinted or reproduced on the
Securities and may be in facsimile form.

                                       11
<PAGE>

                  If an Officer of the Company whose signature is on a Security
no longer holds that office at the time the Security is authenticated, the
Security shall be valid nevertheless.

                  A Security shall not be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose until authenticated by the
manual signature of an authorized signatory of the Trustee, which signature
shall be conclusive evidence that the Security has been authenticated under this
Indenture. Notwithstanding the foregoing, if any Security has been authenticated
and delivered hereunder but never issued and sold by the Company, and the
Company delivers that Security to the Trustee for cancellation as provided in
Section 2.13 together with a written statement (which need not comply with
Section 12.05 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of
this Indenture that Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, and the Trustee shall
authenticate and deliver those Securities for original issue on a Company Order
for the authentication and delivery of those Securities or pursuant to such
procedures reasonably acceptable to the Trustee as may be specified from time to
time by Company Order. That order shall specify the amount of the Securities to
be authenticated, the date on which the original issue of Securities is to be
authenticated, the name or names of the initial Holder or Holders and any other
terms of the Securities of that series not otherwise determined. If provided for
in those procedures, that Company Order may authorize (1) authentication and
delivery of Securities of that series for original issue from time to time, with
certain terms (including, without limitation, the Maturity date or dates,
original issue date or dates and interest rate or rates) that differ from
Security to Security and (2) may authorize authentication and delivery pursuant
to oral or electronic instructions from the Company or its duly authorized
agent, which instructions shall be promptly confirmed in writing.

                  If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Section 2.01, in authenticating those Securities, and accepting the additional
responsibilities under this Indenture in relation to those Securities, the
Trustee shall be entitled to receive (in addition to the Company Order referred
to above and the other documents required by Section 12.04), and (subject to
Section 7.01) shall be fully protected in relying on,

                  (a)      an Officers' Certificate setting forth the Board
         Resolution and, if applicable, an appropriate record of any action
         taken pursuant thereto, as contemplated by the second to last paragraph
         of Section 2.01; and

                  (b)      an Opinion of Counsel to the effect that:

                           (i)      if the form of those Securities has been
                  established by or pursuant to Board Resolution, as is
                  permitted by Section 2.01, that such form has been established
                  in conformity with the provisions of this Indenture;

                                       12
<PAGE>

                           (ii)     if the terms of those Securities have been
                  established by or pursuant to Board Resolution, as is
                  permitted by Section 2.01, that such terms have been
                  established in conformity with the provisions of this
                  Indenture; and

                           (iii)    those Securities, when authenticated and
                  delivered by the Trustee and issued by the Company in the
                  manner and subject to any conditions specified in that Opinion
                  of Counsel, will constitute valid and binding obligations of
                  the Company, enforceable against the Company in accordance
                  with their terms, except as the enforceability thereof may be
                  limited by applicable bankruptcy, insolvency, reorganization,
                  moratorium, fraudulent conveyance or other similar laws in
                  effect from time to time affecting the rights of creditors
                  generally, and the application of general principles of equity
                  (regardless of whether that enforceability is considered in a
                  proceeding in equity or at law).

                  If all the Securities of any series are not to be issued at
one time, it shall not be necessary to deliver an Officers' Certificate and
Opinion of Counsel at the time of issuance of each such Security, but that
Officers' Certificate and Opinion of Counsel shall be delivered at or before the
time of issuance of the first Security of the series to be issued.

                  The Trustee shall not be required to authenticate those
Securities if the issuance of those Securities pursuant to this Indenture would
affect the Trustee's own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner not reasonably acceptable to the
Trustee.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Securities. Unless limited by the terms of that
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by that agent. An authenticating agent has the
same rights as an Agent to deal with the Company or an Affiliate of the Company.

                  Each Security shall be dated the date of its authentication.

SECTION 2.05 Registrar and Paying Agent.

                  The Company shall maintain an office or agency for each series
of Securities where Securities of that series may be presented for registration
of transfer or exchange ("Registrar") and an office or agency where Securities
of that series may be presented for payment ("Paying Agent"). The Registrar
shall keep a register of the Securities of that series 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 shall enter into an appropriate agency agreement
with any Registrar or Paying Agent not a party to this Indenture. The agreement
shall implement the provisions of this Indenture that relate to that Agent. The
Company shall notify the Trustee of the name and address of any Agent not a
party to this Indenture. The Company may change any Paying Agent or Registrar
without notice to any Holder. If the Company fails to appoint or

                                       13
<PAGE>

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 Trustee as Registrar and
Paying Agent.

SECTION 2.06 Paying Agent to Hold Money in Trust.

                  With respect to each series of Securities, 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 of Securities of that
series or the Trustee all money held by the Paying Agent for the payment of
principal of, premium, if any, or interest on or any Additional Amounts with
respect to Securities of that series 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
and to account for any funds disbursed. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed. Upon payment over to the Trustee and upon accounting for any
funds disbursed, the Paying Agent (if other than the Company or a Subsidiary of
the Company) shall have no further liability for the money. If the Company or a
Subsidiary of the Company acts as Paying Agent with respect to a series of
Securities, it shall segregate and hold in a separate trust fund for the benefit
of the Holders of Securities of that series all money held by it as Paying
Agent. Each Paying Agent shall otherwise comply with TIA Section 317(b).

SECTION 2.07 Holder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders of each series of Securities and shall otherwise comply
with TIA Section 312(a). If the Trustee is not the Registrar with respect to a
series of Securities, the Company shall furnish to the Trustee at least five
Business Days before each Interest Payment Date with respect to that series of
Securities, 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 Holders of the Securities of that series, and the
Company shall otherwise comply with TIA Section 312(a).

SECTION 2.08 Transfer and Exchange.

                  Except as set forth in Section 2.17 or as may be provided
pursuant to Section 2.01, when Securities of any series are presented to the
Registrar with the request to register the transfer of those Securities or to
exchange those Securities for an equal principal amount of Securities of the
same series of like tenor and of other authorized denominations, the Registrar
shall register the transfer or make the exchange as requested if its
requirements and the requirements of this Indenture for those transactions are
met; provided, however, that the Securities presented or surrendered for
registration of transfer or exchange shall be duly endorsed or accompanied by a
written instruction of transfer in form reasonably satisfactory to the Registrar
duly executed by the Holder thereof or by his attorney, duly authorized in
writing, on which instruction the Registrar can rely.

                  To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate Securities at the
Registrar's written request and submission of

                                       14
<PAGE>

the Securities (other than Global Securities). No service charge shall be made
to a Holder for any registration of transfer or exchange (except as otherwise
expressly permitted herein), 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 such transfer tax or similar governmental
charge payable on exchanges pursuant to Section 2.12, 3.07 or 9.05). The Trustee
shall authenticate Securities in accordance with the provisions of Section 2.04.
Notwithstanding any other provisions of this Indenture to the contrary, the
Company shall not be required to register the transfer or exchange of (a) any
Security selected for redemption in whole or in part pursuant to Article III,
except the unredeemed portion of any Security being redeemed in part or (b) any
Security during the period beginning 15 Business Days before the mailing of
notice of any offer to repurchase Securities of the series required pursuant to
the terms thereof or of redemption of Securities of a series to be redeemed and
ending at the close of business on the date of mailing.

SECTION 2.09 Replacement Securities.

                  If any mutilated Security is surrendered to the Trustee, or if
the Holder of a Security claims that the Security has been destroyed, lost or
stolen and the Company and the Trustee receive evidence to their satisfaction of
the destruction, loss or theft of that Security, the Company shall issue and the
Trustee shall authenticate a replacement Security of the same series if the
Trustee's requirements are met. If any such mutilated, destroyed, lost or stolen
Security has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay that Security. If
required by the Trustee or the Company, the Holder must furnish an indemnity
bond that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent or any authenticating agent from any
loss that any of them may suffer if a Security is replaced. The Company and the
Trustee may charge the Holder for their expenses in replacing a Security.

                  Every replacement Security is an additional obligation of the
Company.

SECTION 2.10 Outstanding Securities.

                  The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Security
effected by the Trustee hereunder and those described in this Section 2.10 as
not outstanding.

                  If a Security is replaced pursuant to Section 2.09, it ceases
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

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

                  A Security does not cease to be outstanding because the
Company or an Affiliate of the Company holds the Security.

                                       15
<PAGE>

SECTION 2.11 Original Issue Discount, Foreign-Currency Denominated and Treasury
Securities.

                  In determining whether the Holders of the required principal
amount of Securities have concurred in any direction, amendment, supplement,
waiver or consent, (a) the principal amount of an Original Issue Discount
Security shall be the principal amount thereof that would be due and payable as
of the date of that determination upon acceleration of the Maturity thereof
pursuant to Section 6.02, (b) the principal amount of a Security denominated in
a foreign currency shall be the Dollar equivalent, as determined by the Company
by reference to the noon buying rate in The City of New York for cable transfers
for that currency, as that rate is certified for customs purposes by the Federal
Reserve Bank of New York (the "Exchange Rate") on the date of original issuance
of that Security, of the principal amount (or, in the case of an Original Issue
Discount Security, the Dollar equivalent, as determined by the Company by
reference to the Exchange Rate on the date of original issuance of that
Security, of the amount determined as provided in (a) above), of that Security
and (c) Securities owned by the Company or any other obligor on the Securities
or any Affiliate of the Company or of that other obligor shall be disregarded,
except that, for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, amendment, supplement, waiver or
consent, only Securities that the Trustee actually knows are so owned shall be
so disregarded.

SECTION 2.12 Temporary Securities.

                  Until definitive Securities of any series are ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Securities. Temporary Securities shall be substantially in the form of
definitive Securities, but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities in
exchange for temporary Securities. Until so exchanged, the temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities.

SECTION 2.13 Cancellation.

                  The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer,
exchange, payment or redemption or for credit against any sinking fund payment.
The Trustee shall cancel all Securities surrendered for registration of
transfer, exchange, payment, redemption, replacement or cancellation or for
credit against any sinking fund. Unless the Company shall direct in writing that
canceled Securities be returned to it, after written notice to the Company all
canceled Securities held by the Trustee shall be disposed of in accordance with
the usual disposal procedures of the Trustee, and the Trustee shall maintain a
record of their disposal. The Company may not issue new Securities to replace
Securities that have been paid or that have been delivered to the Trustee for
cancellation.

SECTION 2.14 Payments; Defaulted Interest.

                  Unless otherwise provided as contemplated by Section 2.01 with
respect to the Securities of any series, interest (except defaulted interest) on
any Security that is payable, and is

                                       16
<PAGE>

punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Persons who are registered Holders of that Security at the close of
business on the record date next preceding that Interest Payment Date, even if
those Securities are canceled after that record date and on or before that
Interest Payment Date. Unless otherwise provided with respect to the Securities
of any series, the Company will pay the principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities in
Dollars. Those amounts shall be payable at the offices of the Trustee, provided
that at the option of the Company, the Company may pay those amounts (1) by wire
transfer with respect to Global Securities or (2) by check payable in that money
mailed to a Holder's registered address with respect to any Securities.

                  If the Company defaults in a payment of interest on the
Securities of any series, it shall pay the defaulted interest in any lawful
manner plus, to the extent lawful, interest on the defaulted interest, in each
case at the rate provided in the Securities of that series and in Section 4.01.
The Company may pay the defaulted interest to the Persons who are Holders on a
subsequent special record date. At least 15 days before any special record date
selected by the Company, the Company (or the Trustee, in the name of and at the
expense of the Company upon 20 days' prior written notice from the Company
setting forth that record date and the interest amount to be paid) shall mail to
Holders of any such series of Securities a notice that states the special record
date, the related payment date and the amount of that interest to be paid.

SECTION 2.15 Persons Deemed Owners.

                  The Company, the Trustee, any Agent and any authenticating
agent may treat the Person in whose name any Security is registered as the owner
of that Security for the purpose of receiving payments of principal of, premium
(if any) or interest on, or any Additional Amounts with respect to that Security
and for all other purposes. None of the Company, the Trustee, any Agent or any
authenticating agent shall be affected by any notice to the contrary.

SECTION 2.16 Computation of Interest.

                  Except as otherwise specified as contemplated by Section 2.01
for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year comprising twelve 30-day months.

SECTION 2.17 Global Securities; Book-Entry Provisions.

                  If Securities of a series are issuable in global form as a
Global Security, as contemplated by Section 2.01, then, notwithstanding clause
(10) of Section 2.01 and the provisions of Section 2.02, any such Global
Security shall represent those of the outstanding Securities of that series as
shall be specified therein and may provide that it shall represent the aggregate
amount of outstanding Securities from time to time endorsed thereon and that the
aggregate amount of outstanding Securities represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges or
redemptions. Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of outstanding Securities represented
thereby shall be made by the Trustee (i) in such manner and upon instructions
given by such Person or Persons as shall be specified in that Security or in a
Company Order to be delivered to the Trustee pursuant to Section 2.04 or (ii)
otherwise in

                                       17
<PAGE>

accordance with written instructions or such other written form of instructions
as is customary for the Depositary for that Security, from that Depositary or
its nominee on behalf of any Person having a beneficial interest in that Global
Security. Subject to the provisions of Section 2.04 and, if applicable, Section
2.12, the Trustee shall deliver and redeliver any Security in permanent global
form in the manner and upon instructions given by the Person or Persons
specified in that Security or in the applicable Company Order. With respect to
the Securities of any series that are represented by a Global Security, the
Company authorizes the execution and delivery by the Trustee of a letter of
representations or other similar agreement or instrument in the form customarily
provided for by the Depositary appointed with respect to that Global Security.
Any Global Security may be deposited with the Depositary or its nominee, or may
remain in the custody of the Trustee or the Security Custodian therefor pursuant
to a FAST Balance Certificate Agreement or similar agreement between the Trustee
and the Depositary. If a Company Order has been, or simultaneously is,
delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 12.05 and need not be accompanied by an Opinion of
Counsel.

                  Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depositary, or the Trustee or the Security
Custodian as its custodian, or under that Global Security, and the Depositary
may be treated by the Company, the Trustee or the Security Custodian and any
agent of the Company, the Trustee or the Security Custodian as the absolute
owner of that Global Security for all purposes whatsoever. Notwithstanding the
foregoing, (i) the registered holder of a Global Security of any series may
grant proxies and otherwise authorize any Person, including Agent Members and
Persons that may hold interests through Agent Members, to take any action that a
Holder of Securities of that series is entitled to take under this Indenture or
the Securities of that series and (ii) nothing herein shall prevent the Company,
the Trustee or the Security Custodian or any agent of the Company, the Trustee,
or the Security Custodian from giving effect to any written certification, proxy
or other authorization furnished by the Depositary or shall impair, as between
the Depositary and its Agent Members, the operation of customary practices
governing the exercise of the rights of a beneficial owner of any Security.

                  Notwithstanding Section 2.08, and except as otherwise provided
pursuant to Section 2.01, transfers of a Global Security shall be limited to
transfers of that Global Security in whole, but not in part, to the Depositary,
its successors or their respective nominees. Interests of beneficial owners in a
Global Security may be transferred in accordance with the rules and procedures
of the Depositary. Securities of any series shall be transferred to all
beneficial owners of a Global Security of that series in exchange for their
beneficial interests in that Global Security if, and only if, either (1) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for that Global Security and a successor Depositary is not appointed
by the Company within 90 days of that notice, (2) an Event of Default has
occurred with respect to that series and is continuing and the Registrar has
received a request from the Depositary to issue Securities of that series in
lieu of all or a portion of that Global Security (in which case the Company
shall deliver Securities of that series within 30 days of that request) or (3)
the Company determines not to have the Securities of that series represented by
a Global Security.

                                       18
<PAGE>

                  In connection with any transfer of a portion of the beneficial
interests in a Global Security to beneficial owners pursuant to this Section
2.17, the Registrar shall reflect on its books and records the date and a
decrease in the principal amount of the Global Security in an amount equal to
the principal amount of the beneficial interest in the Global Security to be
transferred, and the Company shall execute, and the Trustee on receipt of a
Company Order for the authentication and delivery of Securities shall
authenticate and deliver, one or more Securities of the same series of like
tenor and amount.

                  In connection with the transfer of all the beneficial
interests in a Global Security of any series to beneficial owners pursuant to
this Section 2.17, the Global Security shall be deemed to be surrendered to the
Trustee for cancellation, and the Company shall execute, and the Trustee shall
authenticate and deliver, to each beneficial owner identified by the Depositary
in exchange for its beneficial interest in the Global Security, an equal
aggregate principal amount of Securities of that series of authorized
denominations.

                  Neither the Company nor the Trustee will have any
responsibility or liability for any aspect of the records relating to, or
payments made on account of, Securities by the Depositary, or for maintaining,
supervising or reviewing any records of the Depositary relating to those
Securities. Neither the Company nor the Trustee shall be liable for any delay by
the related Global Security Holder or the Depositary in identifying the
beneficial owners, and each such Person may conclusively rely on, and shall be
protected in relying on, instructions from that Global Security Holder or the
Depositary for all purposes (including with respect to the registration and
delivery, and the respective principal amounts, of the Securities to be issued).

                  The provisions of the last sentence of the third paragraph of
Section 2.04 shall apply to any Global Security if that Global Security was
never issued and sold by the Company and the Company delivers to the Trustee the
Global Security together with written instructions (which need not comply with
Section 12.05 and need not be accompanied by an Opinion of Counsel) with regard
to the cancellation or reduction in the principal amount of Securities
represented thereby, together with the written statement contemplated by the
last sentence of the third paragraph of Section 2.04.

                  Notwithstanding the provisions of Sections 2.03 and 2.14,
unless otherwise specified as contemplated by Section 2.01 with respect to
Securities of any series, payment of principal of and premium (if any) and
interest on and any Additional Amounts with respect to any Global Security shall
be made to the Person or Persons specified therein.

                                  ARTICLE III
                                   REDEMPTION

SECTION 3.01 Applicability of Article.

                  Securities of any series that are redeemable before their
Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 2.01 for Securities of any
series) in accordance with this Article III.

                                       19
<PAGE>

SECTION 3.02 Notice to the Trustee.

                  If the Company elects to redeem Securities of any series
pursuant to this Indenture, it shall notify the Trustee of the Redemption Date
and principal amount of Securities of that series to be redeemed. The Company
shall so notify the Trustee at least 45 days before the Redemption Date (unless
a shorter notice shall be satisfactory to the Trustee) by delivering to the
Trustee an Officers' Certificate stating that the redemption will comply with
the provisions of this Indenture and of the Securities of that series. Any such
notice may be canceled at any time prior to the mailing of that notice of
redemption to any Holder of the Securities of that series and shall thereupon be
void and of no effect.

SECTION 3.03 Selection of Securities To Be Redeemed.

                  If less than all the Securities of any series are to be
redeemed (unless all of the Securities of that series of a specified tenor are
to be redeemed), the particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee, from the
outstanding Securities of that series (and tenor) not previously called for
redemption, either pro rata, by lot or by such other method as the Trustee shall
deem fair and appropriate. That redemption may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of that series of a denomination larger than the minimum
authorized denomination for Securities of that series or of the principal amount
of Global Securities of that series.

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

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

SECTION 3.04 Notice of Redemption.

                  Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities of a series to be redeemed, at the
address of that Holder appearing in the register of Securities for that series
maintained by the Registrar.

                  All notices of redemption shall identify the Securities to be
redeemed and shall state:

                  (1)      the Redemption Date;

                  (2)      the Redemption Price;

                                       20
<PAGE>

                  (3)      that, unless the Company defaults in making the
         redemption payment, interest on Securities called for redemption ceases
         to accrue on and after the Redemption Date, and the only remaining
         right of the Holders of those Securities is to receive payment of the
         Redemption Price on surrender to the Paying Agent of the Securities
         redeemed;

                  (4)      if any Security is to be redeemed in part, the
         portion of the principal amount thereof to be redeemed and that on and
         after the Redemption Date, on surrender for cancellation of that
         Security to the Paying Agent, a new Security or Securities in the
         aggregate principal amount equal to the unredeemed portion thereof will
         be issued without charge to the Holder;

                  (5)      that Securities called for redemption must be
         surrendered to the Paying Agent to collect the Redemption Price and the
         name and address of the Paying Agent;

                  (6)      that the redemption is for a sinking or analogous
         fund, if that is the case; and

                  (7)      the CUSIP number, if any, relating to those
         Securities.

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

SECTION 3.05 Effect of Notice of Redemption.

                  Once notice of redemption is mailed, Securities called for
redemption become due and payable on the Redemption Date and at the Redemption
Price. Upon surrender to the Paying Agent, those Securities called for
redemption shall be paid at the Redemption Price, but interest installments
whose maturity is on or prior to that Redemption Date will be payable on the
relevant Interest Payment Dates to the Holders of record at the close of
business on the relevant record dates specified pursuant to Section 2.01.

SECTION 3.06 Deposit of Redemption Price.

                  On or prior to any Redemption Date, the Company shall deposit
with the Trustee or the Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount
of money in same day funds sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on and any Additional Amounts with respect to, the Securities or
portions thereof which are to be redeemed on that date, other than Securities or
portions thereof called for redemption on that date which have been delivered by
the Company to the Trustee for cancellation.

                  If the Company complies with the preceding paragraph, then,
unless the Company defaults in the payment of that Redemption Price, interest on
the Securities to be redeemed will cease to accrue on and after the applicable
Redemption Date, whether or not those Securities are presented for payment, and
the Holders of those Securities shall have no further rights with

                                       21
<PAGE>

respect to those Securities except for the right to receive the Redemption Price
on surrender of those Securities. If any Security called for redemption shall
not be so paid on surrender thereof for redemption, the principal of and
premium, if any, any Additional Amounts, and, to the extent lawful, accrued
interest thereon shall, until paid, bear interest from the Redemption Date at
the rate specified pursuant to Section 2.01 or provided in the Securities or, in
the case of Original Issue Discount Securities, their initial yield to maturity.

SECTION 3.07 Securities Redeemed or Purchased in Part.

                  Upon surrender to the Paying Agent of a Security to be
redeemed in part, the Company shall execute and the Trustee shall authenticate
and deliver to the Holder of that Security without service charge a new Security
or Securities, of the same series and of any authorized denomination as
requested by that Holder in aggregate principal amount equal to, and in exchange
for, the unredeemed portion of the principal of the Security so surrendered that
is not redeemed.

SECTION 3.08 Purchase of Securities.

                  Unless otherwise specified as contemplated by Section 2.01,
the Company and any Affiliate of the Company may at any time purchase or
otherwise acquire Securities in the open market or by private agreement. Any
such acquisition shall not operate as or be deemed for any purpose to be a
redemption of the indebtedness represented by those Securities. Any Securities
purchased or acquired by the Company may be delivered to the Trustee for
cancellation and, on that cancellation, the indebtedness represented thereby
shall be deemed to be satisfied. Section 2.13 shall apply to all Securities so
delivered.

SECTION 3.09 Mandatory and Optional Sinking Funds.

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of the minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment." Unless otherwise provided by the terms of
Securities of any series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 3.10. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for
by the terms of Securities of that series and by this Article III.

SECTION 3.10 Satisfaction of Sinking Fund Payments with Securities.

                  The Company may deliver outstanding Securities of a series
(other than any previously called for redemption) and may apply as a credit
Securities of a series that have been redeemed either at the election of the
Company pursuant to the terms of those Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of those
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of that series required to be made
pursuant to the terms of that series of Securities; provided that those
Securities have not been previously so credited. Those Securities shall be
received and credited for that purpose by the Trustee at the Redemption Price
specified

                                       22
<PAGE>

in those Securities for redemption through operation of the sinking fund, and
the amount of that sinking fund payment shall be reduced accordingly.

SECTION 3.11 Redemption of Securities for Sinking Fund.

                  Not less than 45 days prior (unless a shorter period shall be
satisfactory to the Trustee) to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate of
the Company specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
that is to be satisfied by payment of cash and the portion thereof, if any, that
is to be satisfied by delivery of or by crediting Securities of that series
pursuant to Section 3.10 and will also deliver to the Trustee any Securities to
be so delivered. Failure of the Company to timely deliver that Officers'
Certificate and Securities specified in this paragraph, if any, shall not
constitute a default but shall constitute the election of the Company (i) that
the mandatory sinking fund payment for that series due on the next succeeding
sinking fund payment date shall be paid entirely in cash without the option to
deliver or credit Securities of that series in respect thereof and (ii) that the
Company will make no optional sinking fund payment with respect to that series
as provided in this Section.

                  If the sinking fund payment or payments (mandatory or optional
or both) to be made in cash on the next succeeding sinking fund payment date
plus any unused balance of any preceding sinking fund payments made in cash
shall exceed $100,000 (or the Dollar equivalent thereof based on the applicable
Exchange Rate on the date of original issue of the applicable Securities) or a
lesser sum if the Company shall so request with respect to the Securities of any
particular series, that cash shall be applied on the next succeeding sinking
fund payment date to the redemption of Securities of that series at the sinking
fund redemption price together with accrued interest to the date fixed for
redemption. If that amount shall be $100,000 (or the Dollar equivalent thereof
as aforesaid) or less and the Company makes no such request, then it shall be
carried over until a sum in excess of $100,000 (or the Dollar equivalent thereof
as aforesaid) is available. Not less than 30 days before each such sinking fund
payment date, the Trustee shall select the Securities to be redeemed on that
sinking fund payment date in the manner specified in Section 3.03 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 3.04. That notice having been
duly given, the redemption of those Securities shall be made on the terms and in
the manner stated in Sections 3.05, 3.06 and 3.07.

                                   ARTICLE IV
                                    COVENANTS

SECTION 4.01 Payment of Securities.

                  The Company shall pay the principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities of each
series on the dates and in the manner provided in the Securities of that series
and in this Indenture. Principal, premium, interest and any Additional Amounts
shall be considered paid on the date due if the Paying Agent, other than the
Company or a Subsidiary of the Company, holds on that date money deposited by
the

                                       23
<PAGE>

Company designated for and sufficient to pay all principal, premium (if any),
interest and any Additional Amounts then due.

                  The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal of and
premium (if any) on Securities of any series, at a rate equal to the then
applicable interest rate on the Securities of that series to the extent lawful;
and it shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest on and any overdue
payments of Additional Amounts with respect to Securities of that series
(without regard to any applicable grace period) at the same rate to the extent
lawful.

SECTION 4.02 Maintenance of Office or Agency.

                  The Company will maintain in each Place of Payment for any
series of Securities an office or agency (which may be an office of the Trustee,
the Registrar or the Paying Agent) where Securities of that series may be
presented for registration of transfer or exchange, where Securities of that
series may be presented for payment and where notices and demands to or on the
Company in respect of the Securities of that series and this Indenture may be
served. Unless otherwise designated by the Company by written notice to the
Trustee, that office or agency shall be the office of the Trustee in The City of
New York, which on the date hereof is located at ____________________. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of that 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, those 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 Securities of one or more series may be
presented or surrendered for any or all those purposes and may from time to time
rescind those designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in each Place of Payment for Securities of any series for
those purposes. The Company will give prompt written notice to the Trustee of
any such designation or rescission and of any change in the location of any such
other office or agency.

SECTION 4.03 SEC Reports; Financial Statements.

                  (a)      The Company shall file with the Trustee, within 15
         days after it files the same with the SEC, copies of the annual reports
         and the information, documents and other reports (or copies of those
         portions of any of the foregoing as the SEC may by rules and
         regulations prescribe) that the Company is required to file with the
         SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company
         shall also comply with the provisions of TIA Section 314(a).

                  (b)      If the Company is not subject to the requirements of
         Section 13 or 15(d) of the Exchange Act, the Company shall furnish to
         all Holders of Rule 144A Securities and prospective purchasers of Rule
         144A Securities designated by the Holders of Rule 144A

                                       24
<PAGE>

         Securities, promptly on their request, the information required to be
         delivered pursuant to Rule 144A(d)(4) promulgated under the Securities
         Act of 1933, as amended.

SECTION 4.04 Compliance Certificate.

                  (a)      The Company shall deliver to the Trustee, within 120
         days after the end of each fiscal year of the Company, a statement
         signed by an Officer of the Company, which need not constitute an
         Officers' Certificate, complying with TIA Section 314(a)(4) and stating
         that, in the course of performance by the signing Officer of the
         Company of his or her duties as such Officer of the Company, he or she
         would normally obtain knowledge of the keeping, observing, performing
         and fulfilling by the Company of its obligations under this Indenture,
         and further stating 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 hereof (or, if a Default or Event of Default shall have
         occurred, describing all such Defaults or Events of Default of which
         that Officer may have knowledge and what action the Company is taking
         or proposes to take with respect thereto).

                  (b)      The Company shall, so long as Securities of any
         series are outstanding, deliver to the Trustee, promptly on any Officer
         of the Company becoming aware of any Default or Event of Default under
         this Indenture, an Officers' Certificate specifying that Default or
         Event of Default and what action the Company is taking or proposes to
         take with respect thereto.

SECTION 4.05 Existence.

                  Subject to Article V hereof, the Company shall do or cause to
be done all things necessary to preserve and keep in full force and effect its
existence and the existence of each of its Subsidiaries and all rights (charter
and statutory) of the Company and its Subsidiaries, provided that the Company
shall not be required to preserve the existence of any Subsidiary of the Company
or any such right if the Company shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company and its
Subsidiaries taken as a whole and that the loss thereof would not have a
material adverse effect on the business, operations, assets or financial
condition of the Company and its Subsidiaries taken as a whole and would not
have any material adverse effect on the payment and performance of the
obligations of the Company under the Securities and this Indenture.

SECTION 4.06 Waiver of Stay, Extension or Usury Laws.

                  The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist on, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
or any usury law or other law that would prohibit or forgive the Company from
paying all or any portion of the principal of or interest on the Securities as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture; and (to the
extent that it may lawfully do so) the Company hereby expressly waives all
benefit or advantage of any such

                                       25
<PAGE>

law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

SECTION 4.07 Additional Amounts.

                  If the Securities of a series expressly provide for the
payment of Additional Amounts, the Company will pay to the Holder of any
Security of that series Additional Amounts as expressly provided therein.
Whenever in this Indenture there is mentioned, in any context, the payment of
the principal of or any premium or interest on, or in respect of, any Security
of any series or the net proceeds received from the sale or exchange of any
Security of any series, that mention shall be deemed to include mention of the
payment of Additional Amounts provided for in this Section 4.07 to the extent
that, in that context, Additional Amounts are, were or would be payable in
respect thereof pursuant to the provisions of this Section 4.07, and express
mention of the payment of Additional Amounts (if applicable) in any provisions
hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where that express mention is not made.

                  Unless otherwise provided pursuant to Section 2.01 with
respect to Securities of any series, if the Securities of a series provide for
the payment of Additional Amounts, at least ten days prior to the first Interest
Payment Date with respect to that series of Securities (or if the Securities of
that series will not bear interest prior to Maturity, the first day on which a
payment of principal and any premium is made), and at least ten days prior to
each date of payment of principal and any premium or interest if there has been
any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, the Company shall furnish the Trustee and the Company's
principal Paying Agent or Paying Agents, if other than the Trustee, with an
Officers' Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether that payment of principal of and any premium or interest on the
Securities of that series shall be made to Holders of Securities of that series
who are United States Aliens without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of that
series. If any such withholding shall be required, then that Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on those payments to those Holders of Securities, and the Company will pay to
that Paying Agent the Additional Amounts required by this Section. The Company
covenants to indemnify the Trustee and any Paying Agent for and to hold them
harmless against any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section 4.07.

                                    ARTICLE V
                                   SUCCESSORS

SECTION 5.01 Limitations on Mergers, Consolidations and Other Transactions.

                  The Company shall not, in any transaction or series of related
transactions, consolidate with any other Person into, or merge into, any other
Person, or sell, lease, convey, transfer or otherwise dispose of its assets
substantially as an entirety to any Person, unless:

                                       26
<PAGE>

                  (1)      the Person formed by that consolidation or into which
         the Company is merged, or to which that sale, lease, conveyance,
         transfer or other disposition shall be made (collectively, the
         "Successor"), expressly assumes by supplemental indenture the due and
         punctual payment of the principal of (and premium, if any) and interest
         on and Additional Amounts with respect to all the Securities and the
         performance of the Company's covenants and obligations under this
         Indenture and the Securities;

                  (2)      immediately after giving effect to that transaction
         or series of related transactions, no Default or Event of Default shall
         have occurred and be continuing; and

                  (3)      the Company delivers to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that the
         transaction and that supplemental indenture comply with this Indenture.

SECTION 5.02 Successor Person Substituted.

                  Upon any consolidation or merger of the Company or any sale,
lease, conveyance, transfer or other disposition of the assets of the Company
substantially as an entirety in accordance with Section 5.01, any Successor
formed by that consolidation or into or with which the Company is merged or to
which that sale, lease, conveyance, transfer or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of
the Company under this Indenture and the Securities with the same effect as if
that Successor had been named as the Company herein and the predecessor Company,
in the case of a sale, conveyance, transfer or other disposition, shall be
released from all obligations under this Indenture and the Securities.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default.

                  Unless either inapplicable to a particular series or
specifically deleted or modified in or pursuant to the supplemental indenture or
Board Resolution establishing that series of Securities or in the form of
Security for that series, an "Event of Default," wherever used herein with
respect to Securities of any series, occurs if:

                  (1)      the Company defaults in the payment of interest on or
         any Additional Amounts with respect to any Security of that series when
         the same becomes due and payable and that default continues for a
         period of 30 days;

                  (2)      the Company defaults in the payment of (A) the
         principal of any Security of that series at its Maturity or (B) premium
         (if any) on any Security of that series when the same becomes due and
         payable;

                  (3)      the Company defaults in the deposit of any sinking
         fund payment, when and as due by the terms of a Security of that
         series, and that default continues for a period of 30 days;

                                       27
<PAGE>

                  (4)      the Company fails to comply with any of its other
         covenants or agreements in, or provisions of, the Securities of that
         series or this Indenture (other than an agreement, covenant or
         provision that has expressly been included in this Indenture solely for
         the benefit of one or more series of Securities other than that series)
         which shall not have been remedied within the specified period after
         written notice, as specified in the last paragraph of this Section
         6.01;

                  (5)      the Company pursuant to or within the meaning of any
         Bankruptcy Law:

                           (A)      commences a voluntary case,

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

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

                           (D)      makes a general assignment for the benefit
                  of its creditors;

                  (6)      a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that remains unstayed and in effect for
         90 days and that:

                           (A)      is for relief against the Company as debtor
                  in an involuntary case,

                           (B)      appoints a Bankruptcy Custodian of the
                  Company or a Bankruptcy Custodian for all or substantially all
                  of the property of the Company, or

                           (C)      orders the liquidation of the Company; or

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

                  The term "Bankruptcy Custodian" means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.

                  The Trustee shall not be deemed to know or have notice of a
Default unless a Trust Officer at the Corporate Trust Office of the Trustee
receives written notice at the Corporate Trust Office of the Trustee of that
Default with specific reference to that Default.

                  When a Default is cured, it ceases.

                  Notwithstanding the foregoing provisions of this Section 6.01,
if the principal of, premium (if any) or interest on or Additional Amounts with
respect to any Security is payable in a currency or currencies (including a
composite currency) other than Dollars and such currency or currencies are not
available to the Company for making payment thereof due to the imposition of
exchange controls or other circumstances beyond the control of the Company (a
"Conversion Event"), the Company will be entitled to satisfy its obligations to
Holders of the Securities by making that payment in Dollars in an amount equal
to the Dollar equivalent of the amount

                                       28
<PAGE>

payable in such other currency, as determined by the Company by reference to the
Exchange Rate on the date of that payment, or, if that rate is not then
available, on the basis of the most recently available Exchange Rate.
Notwithstanding the foregoing provisions of this Section 6.01, any payment made
under such circumstances in Dollars where the required payment is in a currency
other than Dollars will not constitute an Event of Default under this Indenture.

                  Promptly after the occurrence of a Conversion Event, the
Company shall give written notice thereof to the Trustee; and the Trustee,
promptly after receipt of that notice, shall give notice thereof in the manner
provided in Section 12.02 to the Holders. Promptly after the making of any
payment in Dollars as a result of a Conversion Event, the Company shall give
notice in the manner provided in Section 12.02 to the Holders, setting forth the
applicable Exchange Rate and describing the calculation of those payments.

                  A Default under clause (4) or (7) of this Section 6.01 is not
an Event of Default until the Trustee notifies the Company, or the Holders of at
least 25% in principal amount of the then outstanding Securities of the series
affected by that Default (or, in the case of a Default under clause (4) of this
Section 6.01, if outstanding Securities of other series are affected by that
Default, then at least 25% in principal amount of the then outstanding
Securities so affected) notify the Company and the Trustee, of the Default, and
the Company fails to cure the Default within 90 days after receipt of the
notice. The notice must specify the Default, demand that it be remedied and
state that the notice is a "Notice of Default."

SECTION 6.02 Acceleration.

                  If an Event of Default with respect to any Securities of any
series at the time outstanding (other than an Event of Default specified in
clause (5) or (6) of Section 6.01 hereof) occurs and is continuing, the Trustee
by notice to the Company, or the Holders of at least 25% in principal amount of
the then outstanding Securities of the series affected by that default (or, in
the case of an Event of Default described in clause (4) of Section 6.01, if
outstanding Securities of other series are affected by that Default, then at
least 25% in principal amount of the then outstanding Securities so affected) by
notice to the Company and the Trustee, may declare the principal of (or, if any
of those Securities are Original Issue Discount Securities, that portion of the
principal amount as may be specified in the terms of that series) and all
accrued and unpaid interest on all then outstanding Securities of that series or
of all series, as the case may be, to be due and payable. Upon any such
declaration, the amounts due and payable on those Securities shall be due and
payable immediately. If an Event of Default specified in clause (5) or (6) of
Section 6.01 hereof occurs, those amounts shall ipso facto become and be
immediately due and payable without any declaration, notice or other act on the
part of the Trustee or any Holder. The Holders of a majority in principal amount
of the then outstanding Securities of the series affected by that default or all
series, as the case may be, by written notice to the Trustee may rescind an
acceleration and its consequences (other than nonpayment of principal of or
premium or interest on or any Additional Amounts with respect to the Securities)
if the rescission would not conflict with any judgment or decree and if all
existing Events of Default with respect to Securities of that series (or of all
series, as the case may be) have been cured or waived, except nonpayment of
principal, premium, interest or any Additional Amounts that has become due
solely because of the acceleration.

                                       29
<PAGE>

SECTION 6.03 Other Remedies.

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

                  The Trustee may maintain a proceeding with respect to
Securities of any series even if it does not possess any of the Securities of
that series or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
on 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.

SECTION 6.04 Waiver of Defaults.

                  Subject to Sections 6.07 and 9.02, the Holders of a majority
in principal amount of the then outstanding Securities of any series or of all
series (acting as one class) by notice to the Trustee may waive an existing or
past Default or Event of Default with respect to that series or all series, as
the case may be, and its consequences (including waivers obtained in connection
with a tender offer or exchange offer for Securities of that series or all
series or a solicitation of consents in respect of Securities of that series or
all series, provided that in each case that offer or solicitation is made to all
Holders of then outstanding Securities of that series or all series (but the
terms of that offer or solicitation may vary from series to series)), except (1)
a continuing Default or Event of Default in the payment of the principal of, or
premium, if any, or interest on or any Additional Amounts with respect to any
Security or (2) a continued Default in respect of a provision that under Section
9.02 cannot be amended or supplemented without the consent of each Holder
affected. Upon any such waiver, that Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

SECTION 6.05 Control by Majority.

                  With respect to Securities of any series, the Holders of a
majority in principal amount of the then outstanding Securities of that series
may direct in writing the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on it relating to or arising under an Event of Default described in
clause (1), (2), (3) or (7) of Section 6.01, and with respect to all Securities,
the Holders of a majority in principal amount of all the then outstanding
Securities affected may direct in writing the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on it not relating to or arising under such an
Event of Default. However, the Trustee may refuse to follow any direction that
conflicts with applicable law or this Indenture, that the Trustee determines may
be unduly prejudicial to the rights of other Holders, or that may involve the
Trustee in personal liability; provided, however, that the Trustee may take any
other action deemed proper by the Trustee that is not inconsistent with that
direction. Prior to taking any action hereunder, the Trustee shall be entitled
to indemnification

                                       30

<PAGE>

satisfactory to it in its sole discretion from Holders directing the Trustee
against all losses and expenses caused by taking or not taking that action.

SECTION 6.06 Limitations on Suits.

                  Subject to Section 6.07 hereof, a Holder of a Security of any
series may pursue a remedy with respect to this Indenture or the Securities of
that series only if:

                  (1)      the Holder gives to the Trustee written notice of a
         continuing Event of Default with respect to that series;

                  (2)      the Holders of at least 25% in principal amount of
         the then outstanding Securities of that series make a written request
         to the Trustee to pursue the remedy;

                  (3)      such Holder or Holders offer to the Trustee indemnity
         reasonably satisfactory to the Trustee against any loss, liability or
         expense;

                  (4)      the Trustee does not comply with the request within
         60 days after receipt of the request and the offer of indemnity; and

                  (5)      during that 60-day period, the Holders of a majority
         in principal amount of the Securities of that series do not give the
         Trustee a direction inconsistent with the request.

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

SECTION 6.07 Rights of Holders to Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Security to receive payment of principal of and
premium, if any, and interest on and any Additional Amounts with respect to that
Security, on or after the respective due dates expressed in that Security, or to
bring suit for the enforcement of any such payment on or after those respective
dates, is absolute and unconditional and shall not be impaired or affected
without the consent of the Holder.

SECTION 6.08 Collection Suit by Trustee.

                  If an Event of Default specified in clause (1) or (2) of
Section 6.01 hereof occurs and is continuing with respect to Securities of any
series, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the amount of principal,
premium (if any), interest and any Additional Amounts remaining unpaid on the
Securities of that series, and interest on overdue principal and premium, if
any, and, to the extent lawful, interest on overdue 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.

                                       31

<PAGE>

SECTION 6.09 Trustee May File Proofs of Claim.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents and to take such actions, including participating as a
member, voting or otherwise, of any committee of creditors, as may be necessary
or advisable 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 allowed in any judicial proceeding
relative to the Company or its creditors or properties 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 Bankruptcy Custodian in any such
judicial proceeding is hereby authorized by each Holder to make those payments
to the Trustee, and in the event that the Trustee shall consent to the making of
those 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. 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 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 which the Holders of the Securities may
be entitled to receive in that 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 Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

SECTION 6.10 Priorities.

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

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

                  Second: to Holders for amounts due and unpaid on the
         Securities in respect of which or for the benefit of which that money
         has been collected, for principal, premium (if any), interest and any
         Additional Amounts ratably, without preference or priority of any kind,
         according to the amounts due and payable on those Securities for
         principal, premium (if any), interest and any Additional Amounts,
         respectively; and

                  Third: to the Company.

                  The Trustee, on prior written notice to the Company, may fix
record dates and payment dates for any payment to Holders pursuant to this
Article VI.

                  To the fullest extent allowed under applicable law, if for the
purpose of obtaining a judgment against the Company in any court it is necessary
to convert the sum due in respect of the principal of, premium (if any) or
interest on or Additional Amounts with respect to the Securities of any series
(the "Required Currency") into a currency in which a judgment will be rendered
(the "Judgment Currency"), the rate of exchange used shall be the rate at which
in

                                       32

<PAGE>

accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the New York
Business Day next preceding that on which final judgment is given. Neither the
Company nor the Trustee shall be liable for any shortfall nor shall it benefit
from any windfall in payments to Holders of Securities under this Section 6.10
caused by a change in exchange rates between the time the amount of a judgment
against it is calculated as above and the time the Trustee converts the Judgment
Currency into the Required Currency to make payments under this Section to
Holders of Securities, but payment of that judgment shall discharge all amounts
owed by the Company on the claim or claims underlying that judgment.

SECTION 6.11 Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.07, or a suit by a Holder or Holders of more than
10% in principal amount of the then outstanding Securities of any series.

                                   ARTICLE VII
                                     TRUSTEE

SECTION 7.01 Duties of Trustee.

                  (a)      If an Event of Default with respect to the Securities
of any series has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture with respect to the
Securities of that series, and use the same degree of care and skill in that
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his own affairs.

                  (b)      Except during the continuance of an Event of Default
with respect to the Securities of any series:

                  (1)      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

                  (2)      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, on certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee shall examine those certificates
         and opinions to determine whether, on their face, they appear to
         conform to the requirements of this Indenture.

                  (c)      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:

                                       33

<PAGE>

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

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

                  (3)      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.

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

                  (e)      No provision of this Indenture shall require the
Trustee to expend or risk its own funds or incur any liability. The Trustee may
refuse to perform any duty or exercise any right or power unless it receives
indemnity reasonably satisfactory to it against any loss, liability or expense.

                  (f)      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. All money received by the Trustee
with respect to Securities of any series shall, until applied as herein
provided, be held in trust for the payment of the principal of, premium (if any)
and interest on and Additional Amounts with respect to the Securities of that
series.

SECTION 7.02 Rights of Trustee.

                  (a)      The Trustee may rely on 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.

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

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

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

                                       34

<PAGE>

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

SECTION 7.03 May Hold Securities.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or
any of its Affiliates with the same rights it would have if it were not Trustee.
Any Agent may do the same with like rights and duties. However, the Trustee is
subject to Sections 7.10 and 7.11.

SECTION 7.04 Trustee's Disclaimer.

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Securities; it shall not be accountable for
the Company's use of the proceeds from the Securities or any money paid to the
Company or upon the Company's direction under any provision hereof; 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 Securities other than its certificate
of authentication.

SECTION 7.05 Notice of Defaults.

                  If a Default or Event of Default with respect to the
Securities of any series occurs and is continuing and it is known to the
Trustee, the Trustee shall mail to Holders of Securities of that series 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) and interest on and Additional Amounts or any sinking fund installment with
respect to the Securities of that series, the Trustee may withhold the notice if
and so long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interests of Holders of Securities of that
series.

SECTION 7.06 Reports by Trustee to Holders.

                  Within 60 days after each May 15 of each year after the
execution of this Indenture, the Trustee shall mail to Holders of a series and
the Company a brief report dated as of that reporting date that complies with
TIA Section 313(a); provided, however, that if no event described in TIA Section
313(a) has occurred within the twelve months preceding the reporting date with
respect to a series, no report need be transmitted to Holders of that series.
The Trustee also shall comply with TIA Section 313(b). The Trustee shall also
transmit by mail all reports if and as required by TIA Sections 313(c) and
313(d).

                  A copy of each report at the time of its mailing to Holders of
a series of Securities shall be filed by the Company with the SEC and each
securities exchange, if any, on which the Securities of that series are listed.
The Company shall notify the Trustee if and when any series of Securities is
listed on any stock exchange.

                                       35

<PAGE>

SECTION 7.07 Compensation and Indemnity.

                  The Company agrees to pay to the Trustee from time to time
reasonable compensation 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 agrees to reimburse
the Trustee on request for all reasonable disbursements, advances and expenses
incurred by it. Those expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

                  The Company hereby indemnifies the Trustee against any loss,
liability or expense incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, except as set
forth in the next paragraph. The Trustee shall notify the Company promptly of
any claim for which it may seek indemnity. 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 that
counsel. The Company need not pay for any settlement made without its consent.

                  The Company shall not be obligated to reimburse any expense or
indemnify against any loss or liability incurred by the Trustee through
negligence or bad faith.

                  To secure the payment obligations of the Company in this
Section 7.07, the Trustee shall have a lien prior to the Securities on all money
or property held or collected by the Trustee, except that held in trust to pay
principal of, premium (if any) and interest on and any Additional Amounts with
respect to the Securities of any series. That 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(5) or (6) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

SECTION 7.08 Replacement of Trustee.

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

                  The Trustee may resign and be discharged at any time with
respect to the Securities of one or more series by so notifying the Company. The
Holders of a majority in principal amount of the then outstanding Securities of
any series may remove the Trustee with respect to the Securities of that series
by so notifying the Trustee and the Company. The Company may remove the Trustee
if:

                  (1)      the Trustee fails to comply with Section 7.10;

                  (2)      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;

                                       36

<PAGE>

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

                  (4)      the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, with respect to the Securities of one or
more series, the Company shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that
any such successor Trustee may be appointed with respect to the Securities of
one or more or all of those series and that at any time there shall be only one
Trustee with respect to the Securities of any particular series). Within one
year after the successor Trustee with respect to the Securities of any series
takes office, the Holders of a majority in principal amount of the Securities of
that series may appoint a successor Trustee to replace the successor Trustee
appointed by the Company.

                  If a successor Trustee with respect to the Securities of any
series does not take office within 60 days after the retiring Trustee resigns or
is removed, the retiring Trustee, the Company or the Holders of at least 10% in
principal amount of the then outstanding Securities of that series may petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of that series.

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

                  In case of the appointment of a successor Trustee with respect
to all Securities, each such 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 retiring Trustee under this Indenture. The successor Trustee shall
mail a notice of its succession to Holders. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, subject to
the lien provided for in Section 7.07.

                  In case of the appointment of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
(but not all) series shall execute and deliver an indenture supplemental hereto
in which each successor Trustee shall accept that appointment and that (1) shall
confer to each successor Trustee all the rights, powers and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of that successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall confirm that all the
rights, powers and duties of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee and (3) shall add to or change any
of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee.
Nothing herein or in that supplemental indenture shall constitute those Trustees
co-trustees of the same trust, and each such Trustee shall be trustee of a

                                       37

<PAGE>

trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee. Upon the execution and delivery of that
supplemental indenture, the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein, and each such successor Trustee
shall have all the rights, powers and duties of the retiring Trustee with
respect to the Securities of that or those series to which the appointment of
that successor Trustee relates. On the request of the Company or any successor
Trustee, that retiring Trustee shall transfer to that successor Trustee all
property held by that retiring Trustee as Trustee with respect to the Securities
of that or those series to which the appointment of that successor Trustee
relates.

                  Notwithstanding replacement of the Trustee or Trustees
pursuant to this Section 7.08, the obligations of the Company under Section 7.07
shall continue for the benefit of the retiring Trustee or Trustees.

SECTION 7.09 Successor Trustee by Merger, etc.

                  Subject to Section 7.10, 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; provided, however, that in the case of a
transfer of all or substantially all of its corporate trust business to another
corporation, the transferee corporation expressly assumes all of the Trustee's
liabilities hereunder.

                  In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to that authenticating Trustee may adopt that authentication and
deliver the Securities so authenticated; and in case at that time any of the
Securities shall not have been authenticated, any successor to the Trustee may
authenticate those Securities either in the name of any predecessor hereunder or
in the name of the successor to the Trustee; and in all those cases those
certificates shall have the full force which it is anywhere in the Securities or
in this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.10 Eligibility; Disqualification.

                  There shall at all times be a Trustee hereunder which shall be
a corporation organized and doing business under the laws of the United States,
any State thereof or the District of Columbia and authorized under those laws to
exercise corporate trust power, shall be subject to supervision or examination
by Federal or State (or the District of Columbia) authority and shall have, or
be a Subsidiary of a bank or bank holding company having, a combined capital and
surplus of at least $50 million as set forth in its most recent published annual
report of condition.

                  The Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee is
subject to and shall comply with the provisions of TIA Section 310(b) during the
period of time required by this Indenture. Nothing in this Indenture shall
prevent the Trustee from filing with the SEC the application referred to in the
penultimate paragraph of TIA Section 310(b).

                                       38

<PAGE>

SECTION 7.11 Preferential Collection of Claims Against Company.

                  The Trustee is subject to and shall comply with the provisions
of 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.

                                  ARTICLE VIII
                             DISCHARGE OF INDENTURE

SECTION 8.01 Termination of Company's Obligations.

                  (a)      This Indenture shall cease to be of further effect
with respect to the Securities of a series (except as to any surviving rights of
conversion or of registration of transfer or exchange of Securities expressly
provided for herein and except that the Company's obligations under Section
7.07, the Trustee's and Paying Agent's obligations under Section 8.03 and the
rights, powers, protections and privileges accorded the Trustee under Article
VII shall survive), and the Trustee, on demand of the Company, shall execute
proper instruments acknowledging the satisfaction and discharge of this
Indenture with respect to the Securities of that series, when:

                  (1)      either

                           (A)      all outstanding Securities of that series
                  theretofore authenticated and issued (other than destroyed,
                  lost or stolen Securities that have been replaced or paid)
                  have been delivered to the Trustee for cancellation; or

                           (B)      all outstanding Securities of that series
                  not theretofore delivered to the Trustee for cancellation:

                           (i)      have become due and payable, or

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

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

                  and, in the case of clause (i), (ii) or (iii) above, the
                  Company has irrevocably deposited or caused to be deposited
                  with the Trustee as funds (immediately available to the
                  Holders in the case of clause (i)) in trust for that purpose
                  (x) cash in an amount, or (y) Government Obligations, maturing
                  as to principal and interest at such times and in such amounts
                  as will ensure the availability of cash in an amount or (z) a
                  combination thereof, which will be sufficient, in the opinion
                  (in the case of clauses (y) and (z)) of a nationally
                  recognized firm of independent public accountants expressed in
                  a written certification thereof delivered to the Trustee, to
                  pay and discharge the entire indebtedness on the Securities of
                  that series for principal and any interest and any Additional
                  Amounts to the date of

                                       39

<PAGE>

                  that deposit (in the case of Securities which have become due
                  and payable) or for principal, premium, if any, interest and
                  any Additional Amounts to the Stated Maturity or Redemption
                  Date, as the case may be; or

                           (C)      the Company has properly fulfilled such
                  other means of satisfaction and discharge as is specified, as
                  contemplated by Section 2.01, to be applicable to the
                  Securities of that series;

                  (2)      the Company has paid or caused to be paid all other
         sums payable by it hereunder with respect to the Securities of that
         series; and

                  (3)      the Company has delivered to the Trustee an Officers'
         Certificate stating that all conditions precedent to satisfaction and
         discharge of this Indenture with respect to the Securities of that
         series have been complied with, together with an Opinion of Counsel to
         the same effect.

                  (b)      Unless this Section 8.01(b) is specified as not being
applicable to Securities of a series as contemplated by Section 2.01, the
Company may terminate certain of its obligations under this Indenture ("covenant
defeasance") with respect to the Securities of a series if:

                  (1)      the Company has irrevocably deposited or caused to be
         irrevocably deposited with the Trustee as trust funds in trust for the
         purpose of making the following payments, specifically pledged as
         security for and dedicated solely to the benefit of the Holders of
         Securities of that series, (i) money in the currency in which payment
         of the Securities of that series is to be made in an amount, or (ii)
         Government Obligations with respect to that series, maturing as to
         principal and interest at such times and in such amounts as will ensure
         the availability of money in the currency in which payment of the
         Securities of that series is to be made in an amount or (iii) a
         combination thereof, that is sufficient, in the opinion (in the case of
         clauses (ii) and (iii)) of a nationally recognized firm of independent
         public accountants expressed in a written certification thereof
         delivered to the Trustee, to pay, without consideration of the
         reinvestment of any such amounts and after payment of all taxes or
         other charges or assessments in respect thereof payable by the Trustee,
         the principal of and premium (if any) and interest on and any
         Additional Amounts with respect to all Securities of that series on
         each date that such principal, premium (if any), interest or Additional
         Amounts are due and payable and (at the Stated Maturity thereof or on
         redemption as provided in Section 8.01(e)) to pay all other sums
         payable by it hereunder; provided that the Trustee shall have been
         irrevocably instructed to apply that money and/or the proceeds of those
         Government Obligations to the payment of said principal, premium (if
         any), interest and Additional Amounts with respect to the Securities of
         that series as the same shall become due;

                  (2)      the Company has delivered to the Trustee an Officers'
         Certificate stating that all conditions precedent to satisfaction and
         discharge of this Indenture with respect to the Securities of that
         series have been complied with, and an Opinion of Counsel to the same
         effect;

                                       40

<PAGE>

                  (3)      no Default or Event of Default with respect to the
         Securities of that series shall have occurred and be continuing on the
         date of that deposit;

                  (4)      the Company shall have delivered to the Trustee an
         Opinion of Counsel from counsel reasonably acceptable to the Trustee or
         a tax ruling to the effect that the Holders of Securities of that
         series will not recognize income, gain or loss for Federal income tax
         purposes as a result of the Company's exercise of its option under this
         Section 8.01(b) and will be subject to Federal income tax on the same
         amount and in the same manner and at the same times as would have been
         the case if that option had not been exercised;

                  (5)      the Company has complied with any additional
         conditions specified pursuant to Section 2.01 to be applicable to the
         discharge of Securities of that series pursuant to this Section 8.01;
         and

                  (6)      that deposit and discharge shall not cause the
         Trustee to have a conflicting interest as defined in TIA Section
         310(b).

                  In that event, this Indenture shall cease to be of further
effect (except as set forth in this paragraph), and the Trustee, on demand of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge under this Indenture. However, the Company's obligations in Sections
2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 5.01, 7.07, 7.08 and 8.04, the
Trustee's and Paying Agent's obligations in Section 8.03 and the rights, powers,
protections and privileges accorded the Trustee under Article VII shall survive
until all Securities of that series are no longer outstanding. Thereafter, only
the Company's obligations in Section 7.07 and the Trustee's and Paying Agent's
obligations in Section 8.03 shall survive with respect to Securities of that
series.

                  After making the irrevocable deposit pursuant to this Section
8.01(b) and following satisfaction of the other conditions set forth herein, the
Trustee on request shall acknowledge in writing the discharge of the Company's
obligations under this Indenture with respect to the Securities of that series,
except for those surviving obligations specified above.

                  In order to have money available on a payment date to pay
principal of or premium (if any) or interest on or any Additional Amounts with
respect to the Securities, the Government Obligations shall be payable as to
principal or interest on or before that payment date in such amounts as will
provide the necessary money. Any such Government Obligations shall not be
callable at the issuer's option.

                  (c)      If the Company has previously complied or is
concurrently complying with Section 8.01(b) (other than any additional
conditions specified pursuant to Section 2.01 that are expressly applicable only
to covenant defeasance) with respect to Securities of a series, then, unless
this Section 8.01(c) is specified as not being applicable to Securities of that
series as contemplated by Section 2.01, the Company may elect to be discharged
("legal defeasance") from its obligations to make payments with respect to
Securities of that series, if:

                  (1)      no Default or Event of Default under clauses (5) and
         (6) of Section 6.01 hereof shall have occurred at any time during the
         period ending on the 91st day after the

                                       41

<PAGE>

         date of deposit contemplated by Section 8.01(b) (it being understood
         that this condition shall not be deemed satisfied until the expiration
         of that period);

                  (2)      unless otherwise specified with respect to Securities
         of that series as contemplated by Section 2.01, the Company has
         delivered to the Trustee an Opinion of Counsel from counsel reasonably
         acceptable to the Trustee to the effect referred to in Section
         8.01(b)(4) with respect to that legal defeasance, which opinion is
         based on (i) a private ruling of the Internal Revenue Service addressed
         to the Company, (ii) a published ruling of the Internal Revenue Service
         or (iii) a change in the applicable federal income tax law (including
         regulations) after the date of this Indenture;

                  (3)      the Company has complied with any other conditions
         specified pursuant to Section 2.01 to be applicable to the legal
         defeasance of Securities of that series pursuant to this Section
         8.01(c); and

                  (4)      the Company has delivered to the Trustee a Company
         Request requesting legal defeasance of the Securities of that series
         and an Officers' Certificate stating that all conditions precedent with
         respect to legal defeasance of the Securities of that series have been
         complied with, together with an Opinion of Counsel to the same effect.

                  In that event, the Company will be discharged from its
obligations under this Indenture and the Securities of that series to pay
principal of, premium (if any) and interest on, and any Additional Amounts with
respect to, Securities of that series, the Company's obligations under Sections
4.01, 4.02 and 5.01 shall terminate with respect to those Securities, and the
entire indebtedness of the Company evidenced by those Securities shall be deemed
paid and discharged.

                  (d)      If and to the extent additional or alternative means
of satisfaction, discharge or defeasance of Securities of a series are specified
to be applicable to that series as contemplated by Section 2.01, the Company may
terminate any or all of its obligations under this Indenture with respect to
Securities of a series and any or all of its obligations under the Securities of
that series if it fulfills such other means of satisfaction and discharge as may
be so specified, as contemplated by Section 2.01, to be applicable to the
Securities of that series.

                  (e)      If Securities of any series subject to subsections
(a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their
Stated Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory or optional sinking fund provisions, the terms of
the applicable trust arrangement shall provide for that redemption, and the
Company shall make such arrangements as are reasonably satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company.

SECTION 8.02 Application of Trust Money.

                  The Trustee or a trustee reasonably satisfactory to the
Trustee and the Company shall hold in trust money or Government Obligations
deposited with it pursuant to Section 8.01 hereof. It shall apply the deposited
money and the money from Government Obligations through the Paying Agent and in
accordance with this Indenture to the payment of principal of, premium (if any)
and interest on and any Additional Amounts with respect to the Securities of the
series

                                       42

<PAGE>

with respect to which the deposit was made. Money and securities held in trust
are not subject to Article X.

SECTION 8.03 Repayment to Company.

                  The Trustee and the Paying Agent shall promptly pay to the
Company at any time on the written request of the Company any excess money or
Government Obligations (or proceeds therefrom) held by them.

                  Subject to the requirements of any applicable abandoned
property laws, the Trustee and the Paying Agent shall pay to the Company on
written request any money held by them for the payment of principal, premium (if
any), interest or any Additional Amounts that remain unclaimed for two years
after the date on which that payment shall have become due. After payment to the
Company, Holders entitled to the money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
Person, and all liability of the Trustee and the Paying Agent with respect to
that money shall cease.

SECTION 8.04 Reinstatement.

                  If the Trustee or the Paying Agent is unable to apply any
money or Government Obligations deposited with respect to Securities of any
series in accordance with Section 8.01 by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting that application, the
obligations of the Company under this Indenture with respect to the Securities
of that series and under the Securities of that series shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.01 until such
time as the Trustee or the Paying Agent is permitted to apply all such money or
Government Obligations in accordance with Section 8.01; provided, however, that
if the Company has made any payment of principal of, premium (if any) or
interest on or any Additional Amounts with respect to any Securities because of
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of those Securities to receive such payment from the money
or Government Obligations held by the Trustee or the Paying Agent.

                                   ARTICLE IX
                     SUPPLEMENTAL INDENTURES AND AMENDMENTS

SECTION 9.01 Without Consent of Holders.

                  The Company and the Trustee may amend or supplement this
Indenture or the Securities or waive any provision hereof or thereof without the
consent of any Holder:

                  (1)      to cure any ambiguity, omission, defect or
         inconsistency;

                  (2)      to comply with Section 5.01;

                                       43

<PAGE>

                  (3)      to provide for uncertificated Securities in addition
         to or in place of certificated Securities, or to provide for the
         issuance of bearer Securities (with or without coupons);

                  (4)      to provide any security for any series of Securities
         or to add Guarantees of any series of Securities;

                  (5)      to comply with any requirement in order to effect or
         maintain the qualification of this Indenture under the TIA;

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

                  (7)      to add any additional Events of Default with respect
         to all or any series of the Securities (and, if any such Event of
         Default is applicable to less than all series of Securities, specifying
         the series to which that Event of Default is applicable);

                  (8)      to change or eliminate any of the provisions of this
         Indenture; provided that any such change or elimination shall become
         effective only when there is no outstanding Security of any series
         created prior to the execution of that amendment or supplemental
         indenture that is adversely affected in any material respect by that
         change in or elimination of that provision;

                  (9)      to establish the form or terms of Securities of any
         series as permitted by Section 2.01;

                  (10)     to supplement any of the provisions of this Indenture
         to such extent as shall be necessary to permit or facilitate the
         defeasance and discharge of any series of Securities pursuant to
         Section 8.01; provided, however, that any such action shall not
         adversely affect the interest of the Holders of Securities of that
         series or any other series of Securities in any material respect; or

                  (11)     to evidence and provide for the acceptance of
         appointment hereunder by a successor Trustee with respect to the
         Securities of one or more series and to add to or change any of the
         provisions of this Indenture as shall be necessary to provide for or
         facilitate the administration of the trusts hereunder by more than one
         Trustee, pursuant to the requirements of Section 7.08.

                  Upon the request of the Company, accompanied by a Board
Resolution, and upon receipt by the Trustee of the documents described in
Section 9.06, the Trustee shall, subject to Section 9.06, join with the Company
in the execution of any supplemental indenture authorized or permitted by the
terms of this Indenture and make any further appropriate agreements and
stipulations that may be therein contained.

                                       44

<PAGE>

SECTION 9.02 With Consent of Holders.

                  Except as provided below in this Section 9.02, the Company and
the Trustee may amend or supplement this Indenture with the written consent
(including consents obtained in connection with a tender offer or exchange offer
for Securities of any one or more series or all series or a solicitation of
consents in respect of Securities of any one or more series or all series,
provided that in each case that offer or solicitation is made to all Holders of
then outstanding Securities of each such series (but the terms of that offer or
solicitation may vary from series to series)) of the Holders of at least a
majority in principal amount of the then outstanding Securities of all series
affected by that amendment or supplement (acting as one class).

                  Upon the request of the Company, accompanied by a Board
Resolution, and upon the filing with the Trustee of evidence of the consent of
the Holders as aforesaid, and upon receipt by the Trustee of the documents
described in Section 9.06, the Trustee shall, subject to Section 9.06, join with
the Company in the execution of that amendment or supplemental indenture.

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

                  The Holders of a majority in principal amount of the then
outstanding Securities of one or more series or of all series may waive
compliance in a particular instance by the Company with any provision of this
Indenture with respect to Securities of that series (including waivers obtained
in connection with a tender offer or exchange offer for Securities of that
series or a solicitation of consents in respect of Securities of that series,
provided that in each case that offer or solicitation is made to all Holders of
then outstanding Securities of that series (but the terms of that offer or
solicitation may vary from series to series)).

                  However, without the consent of each Holder affected, an
amendment, supplement or waiver under this Section 9.02 may not:

                  (1)      reduce the amount of Securities whose Holders must
         consent to an amendment, supplement or waiver;

                  (2)      reduce the rate of or change the time for payment of
         interest, including default interest, on any Security;

                  (3)      reduce the principal of, premium on or any mandatory
         sinking fund payment with respect to, or change the Stated Maturity of,
         any Security or reduce the amount of the principal of an Original Issue
         Discount Security that would be due and payable on a declaration of
         acceleration of the Maturity thereof pursuant to Section 6.02;

                  (4)      reduce the premium, if any, payable on the redemption
         of any Security or change the time at which any Security may or shall
         be redeemed;

                  (5)      change any obligation of the Company to pay
         Additional Amounts with respect to any Security;

                                       45

<PAGE>

                  (6)      change the coin or currency or currencies (including
         composite currencies) in which any Security or any premium, interest or
         Additional Amounts with respect thereto are payable;

                  (7)      impair the right to institute suit for the
         enforcement of any payment of principal of, premium (if any) or
         interest on or any Additional Amounts with respect to any Security
         pursuant to Sections 6.07 and 6.08, except as limited by Section 6.06;

                  (8)      make any change in the percentage of principal amount
         of Securities necessary to waive compliance with certain provisions of
         this Indenture pursuant to Section 6.04 or 6.07 or make any change in
         this sentence of Section 9.02;

                  (9)      modify the provisions of this Indenture with respect
         to the subordination of any Security in a manner adverse to the Holder
         thereof; or

                  (10)     waive a continuing Default or Event of Default in the
         payment of principal of, premium (if any) or interest on or Additional
         Amounts with respect to the Securities.

                  An amendment under this Section may not make any change that
adversely affects the rights under Article X of any holder of an issue of Senior
Indebtedness of the Company unless the holders of the issue pursuant to its
terms consent to the change.

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

                  The right of any Holder to participate in any consent required
or sought pursuant to any provision of this Indenture (and the obligation of the
Company to obtain any such consent otherwise required from that Holder) may be
subject to the requirement that such Holder shall have been the Holder of record
of any Securities with respect to which that consent is required or sought as of
a date identified by the Company in a notice furnished to Holders in accordance
with the terms of this Indenture.

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

SECTION 9.03 Compliance with Trust Indenture Act.

                  Every amendment or supplement to this Indenture or the
Securities shall comply in form and substance with the TIA as then in effect.

                                       46

<PAGE>

SECTION 9.04 Revocation and Effect of Consents.

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

                  The Company may, but shall not be obligated to, fix a record
date (which need not comply with Section 316(c) of the TIA) for the purpose of
determining the Holders entitled to consent to any amendment, supplement or
waiver or to take any other action under this Indenture. If a record date is
fixed, then notwithstanding the provisions of the immediately preceding
paragraph, those Persons who were Holders at that record date (or their duly
designated proxies), and only those Persons, shall be entitled to consent to
that amendment, supplement or waiver or to revoke any consent previously given,
whether or not those Persons continue to be Holders after that record date. No
consent shall be valid or effective for more than 90 days after that record date
unless consents from Holders of the principal amount of Securities required
hereunder for that amendment or waiver to be effective shall have also been
given and not revoked within that 90-day period.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Holder, unless it is of the type described in any of clauses
(1) through (9) of Section 9.02 hereof. In that case, the amendment, supplement
or waiver shall bind each Holder who has consented to it and every subsequent
Holder that evidences the same debt as the consenting Holder's Security.

SECTION 9.05 Notation on or Exchange of Securities.

                  If an amendment or supplement changes the terms of an
outstanding Security, the Company may require the Holder of the Security to
deliver it to the Trustee. The Trustee may place an appropriate notation on the
Security at the request of the Company regarding the changed terms and return it
to the Holder. Alternatively, if the Company so determines, the Company in
exchange for the Security shall issue and the Trustee shall authenticate a new
Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of that
amendment or supplement.

                  Securities of any series authenticated and delivered after the
execution of any amendment or supplement may, and shall if required by the
Company, bear a notation in form approved by the Company as to any matter
provided for in that amendment or supplement.

SECTION 9.06 Trustee to Sign Amendments, etc.

                  The Trustee shall sign any amendment or supplement authorized
pursuant to this Article if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it does,
the Trustee may, but need not, sign it. In signing or refusing to sign that
amendment or supplement, the Trustee shall be entitled to receive, and,

                                       47

<PAGE>

subject to Section 7.01 hereof, shall be fully protected in relying on, an
Opinion of Counsel provided at the expense of the Company as conclusive evidence
that such amendment or supplement is authorized or permitted by this Indenture,
that it is not inconsistent herewith, and that it will be valid and binding on
the Company in accordance with its terms.

                                    ARTICLE X
                                  SUBORDINATION

SECTION 10.01 Securities Subordinated to Senior Indebtedness.

                  The Company and each Holder of a Security, by his or her
acceptance thereof, agree that (a) the payment of the principal of, premium (if
any) and interest on and any Additional Amounts with respect to each and all the
Securities and (b) any other payment in respect of the Securities, including on
account of the acquisition or redemption of Securities by the Company, is
subordinated, to the extent and in the manner provided in this Article X, to the
prior payment in full of all Senior Indebtedness of the Company, whether
outstanding at the date of this Indenture or thereafter created, incurred,
assumed or guaranteed, and that these subordination provisions are for the
benefit of the holders of Senior Indebtedness of the Company.

                  Each Holder of a Security, by his or her acceptance thereof,
acknowledges and agrees that the provisions of this Article X are, and are
intended to be, an inducement and a consideration to all Persons who, in
reliance on such provisions, become holders of, or continue to hold, Senior
Indebtedness of the Company, and such provisions are made for the benefit of the
holders of Senior Indebtedness of the Company, and those holders are made
obligees hereunder, and any one or more of them may enforce such provisions.

SECTION 10.02 No Payment on Securities in Certain Circumstances.

                  (a)      Unless otherwise specified with respect to Securities
         of a series as contemplated by Section 2.01, no payment shall be made
         by or on behalf of the Company on account of the principal of, premium
         (if any) or interest on or any Additional Amounts with respect to the
         Securities of any series or to acquire any of those Securities
         (including any repurchases of those Securities pursuant to the
         provisions thereof at the option of the Holder of those Securities) for
         cash or property (other than Junior securities of the Company), or on
         account of any redemption provisions of those Securities, in the event
         of default in payment of any principal of, premium (if any) or interest
         on any Senior Indebtedness of the Company when the same becomes due and
         payable, whether at maturity or at a date fixed for prepayment or by
         declaration of acceleration or otherwise (a "Payment Default"), unless
         and until that Payment Default has been cured or waived or otherwise
         has ceased to exist.

                  (b)      Unless otherwise specified with respect to Securities
         of a series as contemplated by Section 2.01, no payment shall be made
         by or on behalf of the Company on account of the principal of, premium
         (if any) or interest on or any Additional Amounts with respect to the
         Securities of any series or to acquire any of those Securities
         (including any repurchases of those Securities pursuant to the
         provisions thereof at the option of the

                                       48

<PAGE>

         Holder of those Securities) for cash or property (other than Junior
         securities of the Company), or on account of the redemption provisions
         of those Securities, in the event of any event of default (other than a
         Payment Default) with respect to any Designated Senior Indebtedness
         permitting the holders of that Designated Senior Indebtedness (or a
         trustee or other representative on behalf of the holders thereof) to
         declare that Designated Senior Indebtedness due and payable prior to
         the date on which it would otherwise have become due and payable, on
         written notice thereof to the Company and the Trustee by any holders of
         Designated Senior Indebtedness (or a trustee or other representative on
         behalf of the holders thereof) (the "Payment Blocking Notice"), unless
         and until that event of default shall have been cured or waived or
         otherwise has ceased to exist; provided, that such payments may not be
         prevented pursuant to this Section 10.02(b) for more than 179 days
         after an applicable Payment Blocking Notice has been received by the
         Trustee unless the Designated Senior Indebtedness in respect of which
         that event of default exists has been declared due and payable in its
         entirety, in which case no such payment may be made until that
         acceleration has been rescinded or annulled or that Designated Senior
         Indebtedness has been paid in full. Unless otherwise specified with
         respect to Securities of a series as contemplated by Section 2.01, no
         event of default that existed or was continuing on the date of any
         Payment Blocking Notice (whether or not that event of default is on the
         same issue of Designated Senior Indebtedness) may be made the basis for
         the giving of a second Payment Blocking Notice, and only one such
         Payment Blocking Notice may be given in any period of 365 consecutive
         days.

                  (c)      In furtherance of the provisions of Section 10.01, in
         the event that, notwithstanding the foregoing provisions of this
         Section 10.02, any payment or distribution of assets of the Company
         (other than Junior securities of the Company) shall be received by the
         Trustee or the Holders of the Securities of any series or any Paying
         Agent with respect thereto at a time when that payment or distribution
         was prohibited by the provisions of this Section 10.02, then, unless
         that payment or distribution is no longer prohibited by this Section
         10.02, that payment or distribution (subject to the provisions of
         Section 10.07) shall be received and held in trust by the Trustee or
         such Holders or Paying Agent for the benefit of the holders of Senior
         Indebtedness of the Company, and shall be paid or delivered by the
         Trustee or such Holders or Paying Agent, as the case may be, to the
         holders of Senior Indebtedness of the Company remaining unpaid or
         unprovided for or their representative or representatives, or to the
         trustee or trustees under any indenture pursuant to which any
         instruments evidencing that Senior Indebtedness of the Company may have
         been issued, ratably, according to the aggregate amounts remaining
         unpaid on account of that Senior Indebtedness of the Company held or
         represented by each, for application to the payment of all Senior
         Indebtedness of the Company in full after giving effect to all
         concurrent payments and distributions to or for the holders of that
         Senior Indebtedness.

SECTION 10.03 Securities Subordinated to Prior Payment of All Senior
         Indebtedness on Dissolution, Liquidation or Reorganization.

                  Upon any distribution of assets of the Company or upon any
dissolution, winding up, total or partial liquidation or reorganization of the
Company, whether voluntary or

                                       49

<PAGE>

involuntary, in bankruptcy, insolvency, receivership or similar proceeding or
upon assignment for the benefit of creditors:

                  (a)      the holders of all Senior Indebtedness of the Company
         shall first be entitled to receive payments in full before the Holders
         of Securities of any series are entitled to receive any payment (other
         than in the form of Junior securities of the Company) on account of the
         principal of, premium (if any) or interest on or any Additional Amounts
         with respect to those Securities;

                  (b)      any payment or distribution of assets of the Company
         of any kind or character, whether in cash, property or securities
         (other than Junior securities of the Company), to which the Holders of
         Securities of any series or the Trustee on behalf of those Holders
         would be entitled, except for the provisions of this Article X, shall
         be paid by the liquidating trustee or agent or other Person making such
         a payment or distribution directly to the holders of that Senior
         Indebtedness or their representative, ratably according to the
         respective amounts of Senior Indebtedness held or represented by each,
         to the extent necessary to make payment in full of all that Senior
         Indebtedness remaining unpaid after giving effect to all concurrent
         payments and distributions to the holders of that Senior Indebtedness;
         and

                  (c)      in the event that, notwithstanding the foregoing, any
         payment or distribution of assets of the Company of any kind or
         character, whether in cash, property or securities (other than Junior
         securities of the Company), shall be received by the Trustee or the
         Holders of Securities of any series or any Paying Agent with respect
         thereto (or, if the Company or any Affiliate of the Company is acting
         as its own Paying Agent, money for any such payment or distribution
         shall be segregated or held in trust) on account of the principal of,
         premium (if any) or interest on or any Additional Amounts with respect
         to the Securities of that series before all Senior Indebtedness of the
         Company is paid in full, that payment or distribution (subject to the
         provisions of Section 10.07) shall be received and held in trust by the
         Trustee or such Holder or Paying Agent for the benefit of the holders
         of that Senior Indebtedness, or their respective representatives,
         ratably according to the respective amounts of that Senior Indebtedness
         held or represented by each, to the extent necessary to make payment as
         provided herein of all that Senior Indebtedness remaining unpaid after
         giving effect to all concurrent payments and distributions and all
         provisions therefor to or for the holders of that Senior Indebtedness,
         but only to the extent that as to any holder of that Senior
         Indebtedness, as promptly as practical following notice from the
         Trustee to the holders of that Senior Indebtedness that such prohibited
         payment has been received by the Trustee, Holder(s) or Paying Agent (or
         has been segregated as provided above), that holder (or a
         representative therefor) notifies the Trustee of the amounts then due
         and owing on that Senior Indebtedness, if any, held by that holder, and
         only the amounts specified in those notices to the Trustee shall be
         paid to the holders of that Senior Indebtedness.

SECTION 10.04 Subrogation to Rights of Holders of Senior Indebtedness.

                  Subject to the payment in full of all Senior Indebtedness of
the Company as provided herein, the Holders of the Securities shall be
subrogated (to the extent of the payments

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<PAGE>

or distributions made to the holders of that Senior Indebtedness pursuant to the
provisions of this Article X) to the rights of the holders of that Senior
Indebtedness to receive payments or distributions of assets of the Company
applicable to that Senior Indebtedness until all amounts owing on the Securities
shall be paid in full. For the purpose of that subrogation, no such payments or
distributions to the holders of that Senior Indebtedness by the Company, or by
or on behalf of the Holders of the Securities by virtue of this Article X, which
otherwise would have been made to those Holders shall, as among the Company, its
creditors other than the holders of Senior Indebtedness of the Company and those
Holders, be deemed to be payment by the Company or on account of that Senior
Indebtedness, it being understood that the provisions of this Article X are and
are intended solely for the purpose of defining the relative rights of the
Holders of the Securities, on the one hand, and the holders of that Senior
Indebtedness, on the other hand.

                  If any payment or distribution to which the Holders of the
Securities would otherwise have been entitled but for the provisions of this
Article X shall have been applied, pursuant to the provisions of this Article X,
to the payment of amounts payable under Senior Indebtedness of the Company, then
those Holders shall be entitled to receive from the holders of that Senior
Indebtedness any payments or distributions received by those holders of Senior
Indebtedness of the Company in excess of the amount sufficient to pay all
amounts payable under or in respect of that Senior Indebtedness in full.

SECTION 10.05 Obligations of the Company Unconditional.

                  Nothing contained in this Article X or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as between the
Company and the Holders of the Securities of any series, the obligation of the
Company, which is absolute and unconditional, to pay to those Holders the
principal of, premium (if any) and interest on and any Additional Amounts with
respect to the Securities of that series as and when the same shall become due
and payable in accordance with their terms, or is intended to or shall affect
the relative rights of those Holders and creditors of the Company other than the
holders of Senior Indebtedness of the Company, nor shall anything herein or
therein prevent the Trustee or any Holder from exercising all remedies otherwise
permitted by applicable law on default under this Indenture, subject to the
rights, if any, under this Article X, of the holders of Senior Indebtedness of
the Company in respect of cash, property or securities of the Company received
on the exercise of any such remedy. Notwithstanding anything to the contrary in
this Article X or elsewhere in this Indenture or in the Securities, on any
distribution of assets of the Company referred to in this Article X, the
Trustee, subject to the provisions of Sections 7.01 and 7.02, and the Holders of
the Securities shall be entitled to rely on any order or decree made by any
court of competent jurisdiction in which such dissolution, winding up,
liquidation or reorganization proceedings are pending, or a certificate of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to those Holders for the purpose of ascertaining the Persons entitled
to participate in that distribution, the holders of Senior Indebtedness of the
Company and other Indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article X so long as that court has been apprised
of the provisions of, or the order, decree or certificate makes reference to,
the provisions of this Article X.

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<PAGE>

SECTION 10.06 Trustee Entitled to Assume Payments Not Prohibited in Absence of
         Notice.

                  The Trustee shall not at any time be charged with knowledge of
the existence of any facts that would prohibit the making of any payment to or
by the Trustee unless and until a Responsible Officer of the Trustee or any
Paying Agent shall have received, no later than two Business Days prior to that
payment, written notice thereof from the Company or from one or more holders of
Senior Indebtedness of the Company or from any representative therefor and,
prior to the receipt of any such written notice, the Trustee, subject to the
provisions of Sections 7.01 and 7.02, shall be entitled in all respects
conclusively to assume that no such fact exists.

SECTION 10.07 Application by Trustee of Amounts Deposited with It.

                  Amounts deposited in trust with the Trustee pursuant to and in
accordance with Article VIII shall be for the sole benefit of Holders of the
Securities of the series for the benefit of which those amounts were deposited,
and, to the extent allocated for the payment of Securities of that series, shall
not be subject to the subordination provisions of this Article X. Otherwise, any
deposit of assets with the Trustee or the Paying Agent (whether or not in trust)
for the payment of principal of, premium (if any) or interest on or any
Additional Amounts with respect to any Securities shall be subject to the
provisions of Sections 10.01, 10.02, 10.03 and 10.04; provided that if prior to
two Business Days preceding the date on which by the terms of this Indenture any
such assets may become distributable for any purpose (including, without
limitation, the payment of either principal of, premium (if any) or interest on
or any Additional Amounts with respect to any Security), the Trustee or such
Paying Agent shall not have received with respect to those assets the written
notice provided for in Section 10.06, then the Trustee or such Paying Agent
shall have full power and authority to receive those assets and to apply the
same to the purpose for which they were received, and shall not be affected by
any notice to the contrary that may be received by it on or after that date; and
provided further that nothing contained in this Article X shall prevent the
Company from making, or the Trustee from receiving or applying, any payment in
connection with the redemption of Securities if the first publication of notice
of that redemption (whether by mail or otherwise in accordance with this
Indenture) has been made, and the Trustee has received that payment from the
Company, prior to the occurrence of any of the contingencies specified in
Section 10.02 or 10.03.

SECTION 10.08 Subordination Rights Not Impaired by Acts or Omissions of the
         Company or Holders of Senior Indebtedness.

                  No right of any present or future holders of any Senior
Indebtedness of the Company to enforce the subordination provisions contained in
this Article X shall at any time in any way be prejudiced or impaired by any act
or failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms of this Indenture, regardless of any knowledge thereof that any such
holder may have or be otherwise charged with. The holders of Senior Indebtedness
of the Company may extend, renew, modify or amend the terms of the Senior
Indebtedness or any security therefor and release, sell or exchange that
security and otherwise deal freely with the Company, all without affecting the
liabilities and obligations of the parties to this Indenture or the Holders of
the Securities.

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<PAGE>

SECTION 10.09 Trustee to Effectuate Subordination of Securities.

                  Each Holder of a Security by his acceptance thereof authorizes
and expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provisions contained in
this Article X and to protect the rights of the Holders of the Securities
pursuant to this Indenture, and appoints the Trustee his attorney-in-fact for
that purpose, including, in the event of any dissolution, winding up,
liquidation or reorganization of the Company (whether in bankruptcy, insolvency
or receivership proceedings or upon an assignment for the benefit of creditors
of the Company), the filing of a claim for the unpaid balance of his Securities
in the form required in said proceedings and cause said claim to be approved. If
the Trustee does not file a proper claim or proof of debt in the form required
in that proceeding prior to 30 days before the expiration of the time to file
such claim or claims, then the holders of Senior Indebtedness of the Company or
their representative is hereby authorized to have the right to file and is
hereby authorized to file an appropriate claim for and on behalf of the Holders
of said Securities. Nothing herein contained shall be deemed to authorize the
Trustee or the holders of Senior Indebtedness of the Company or their
representative to authorize or consent to or accept or adopt on behalf of any
Holder of Securities any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee or the holders of Senior Indebtedness of the Company or
their representative to vote in respect of the claim of any Holder of the
Securities in any such proceeding.

SECTION 10.10 Right of Trustee to Hold Senior Indebtedness.

                  The Trustee in its individual capacity shall be entitled to
all of the rights set forth in this Article X in respect of any Senior
Indebtedness of the Company at any time held by it to the same extent as any
other holder of Senior Indebtedness of the Company, and nothing in this
Indenture shall be construed to deprive the Trustee of any of its rights as such
holder.

SECTION 10.11 Article X Not to Prevent Events of Default.

                  The failure to make a payment on account of principal of or
premium (if any) or interest on or any Additional Amounts with respect to the
Securities by reason of any provision of this Article X shall not be construed
as preventing the occurrence of a Default or an Event of Default under Section
6.01 or in any way prevent the Holders of the Securities from exercising any
right hereunder other than the right to receive payment on the Securities.

SECTION 10.12 No Fiduciary Duty of Trustee to Holders of Senior Indebtedness.

                  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness of the Company, and shall not be liable to
any of those holders (other than for its willful misconduct or gross negligence)
if it shall in good faith mistakenly pay over or distribute to the Holders of
the Securities or the Company or any other Person, cash, property or securities
to which any holders of Senior Indebtedness of the Company shall be entitled by
virtue of this Article X or otherwise. Nothing in this Section 10.12 shall
affect the obligation of any other such Person to hold that payment for the
benefit of, and to pay that payment over to, the holders of Senior Indebtedness
of the Company or their representative.

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<PAGE>

SECTION 10.13 Article Applicable to 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 X shall in that case (unless the context shall
otherwise require) be construed as extending to and including that Paying Agent
within its meaning as fully for all intents and purposes as if that Paying Agent
were named in this Article in addition to or in place of the Trustee; provided,
however, that this Section 10.13 shall not apply to the Company or any Affiliate
of the Company if it or that Affiliate acts as Paying Agent.

                                   ARTICLE XI
                                   GUARANTEES

                  Any series of Securities may be guaranteed by one or more of
the guarantors. The terms and the form of any such Guarantee will be established
in the manner contemplated by Section 2.01 for that particular series of
Securities.

                                   ARTICLE XII
                                  MISCELLANEOUS

SECTION 12.01 Trust Indenture Act Controls.

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

SECTION 12.02 Notices.

                  Any notice or communication by the Company or the Trustee to
the other is duly given if in writing and delivered in person or mailed by
first-class mail (registered or certified, return receipt requested), telex,
facsimile or overnight air courier guaranteeing next day delivery, to the
other's address:

                  If to the Company:

                  Encore Acquisition Company
                  777 Main Street, Suite 1400
                  Fort Worth, Texas 76102
                  Attention: General Counsel

                  If to the Trustee:

                  _______________________________
                  _______________________________
                  _______________________________
                  _______________________________

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

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<PAGE>

                  All notices and communications 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 mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if by facsimile; and
the next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery.

                  Any notice or communication to a Holder shall be mailed by
first-class mail, postage prepaid, to the Holder's address shown on the register
kept by the Registrar. Failure to mail a notice or communication to a Holder or
any defect in it shall not affect its sufficiency with respect to other Holders.

                  If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it, except in the case of notice to the Trustee, it is duly given only
when received.

                  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.

                  All notices or communications, including without limitation
notices to the Trustee or the Company by Holders, shall be in writing, except as
otherwise set forth herein.

                  In case by reason of the suspension of regular mail service,
or by reason of any other cause, it shall be impossible to mail any notice
required by this Indenture, then such method of notification as shall be made
with the approval of the Trustee shall constitute a sufficient mailing of that
notice.

SECTION 12.03 Communication by Holders with Other Holders.

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

SECTION 12.04 Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall, if requested by the
Trustee, furnish to the Trustee at the expense of the Company:

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

                  (2)      an Opinion of Counsel (which shall include the
         statements set forth in Section 11.05 hereof) stating that, in the
         opinion of that counsel, all those conditions precedent and covenants
         have been complied with.

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<PAGE>

SECTION 12.05 Statements Required in Certificate or Opinion.

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

                  (1)      a statement that the Person making that certificate
         or opinion has read that covenant or condition;

                  (2)      a brief statement as to the nature and scope of the
         examination or investigation on which the statements or opinions
         contained in that certificate or opinion are based;

                  (3)      a statement that, in the opinion of that 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
         that covenant or condition has been complied with; and

                  (4)      a statement as to whether or not, in the opinion of
         that Person, that condition or covenant has been complied with.

SECTION 12.06 Rules by Trustee and Agents.

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

SECTION 12.07 Legal Holidays.

                  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.

SECTION 12.08 No Recourse Against Others.

                  A director, officer, employee, stockholder, partner or other
owner of the Company, any guarantor or the Trustee (other than a stockholder,
partner or other owner which itself is the Company or a guarantor of the
Securities), as such, shall not have any liability for any obligations of the
Company under the Securities or for any obligations of the Company, any
guarantor or the Trustee under this Indenture or for any claim based on, in
respect of or by reason of those obligations or their creation. Each Holder by
accepting a Security waives and releases all that liability. The waiver and
release shall be part of the consideration for the issue of Securities.

SECTION 12.09 Governing Law.

                  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ANY PRINCIPLES OF CONFLICTS OF

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<PAGE>

LAWS THEREUNDER TO THE EXTENT THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

SECTION 12.10 No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or any Subsidiary. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

SECTION 12.11 Successors.

                  All agreements of the Company in this Indenture and the
Securities shall bind its successors. All agreements of the Trustee in this
Indenture shall bind its successors.

SECTION 12.12 Severability.

                  In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall, to the fullest extent
permitted by applicable law, not in any way be affected or impaired thereby.

SECTION 12.13 Counterpart Originals.

                  The parties 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.

SECTION 12.14 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 hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

                                       57

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed as of the day and year first above written.

                                           ENCORE ACQUISITION COMPANY

                                           By:__________________________________
                                              Name:
                                              Title:

                                           _____________________________________
                                           as Trustee

                                           By:__________________________________
                                              Name:
                                              Title:

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