AMENDMENT NO. 4

     This  Amendment  No. 4 dated as of August 10, 1999  ("Agreement")  is among
Seitel,  Inc.,  a Delaware  corporation  ("Borrower");  the  Lenders (as defined
below)  executing this  Agreement;  and The First  National Bank of Chicago,  as
agent for the Lenders ("Agent").

                                  INTRODUCTION

     A. The Borrower, the Lenders, and the Agent are parties to the Seitel, Inc.
Revolving  Credit  Agreement  dated as of July 22, 1996, as amended by the First
Amendment  dated as of August 30, 1996, the Second  Amendment dated as of May 1,
1997,  and the Third  Amendment  dated as of March 16, 1998 (as so amended,  the
"Credit Agreement").

     B. The  Borrower,  the  Lenders,  and the Agent  desire to amend the Credit
Agreement in certain respects as set forth herein.

     THEREFORE,  the  Borrower,  the  Lenders,  and the  Agent  hereby  agree as
follows:

     Section  1.  Definitions;  References.  Unless  otherwise  defined  in this
Agreement,  terms  used  in this  Agreement  which  are  defined  in the  Credit
Agreement  shall  have  the  meanings  assigned  to  such  terms  in the  Credit
Agreement.

     Section 2.     Amendments.

     (a) In Article I of the Credit  Agreement  the  following  definitions  are
amended in their entirety to read as follows or added in alphabetical order:

     "Consolidated  Debt" means, as of any date of  determination,  the total of
all Debt of the Borrower and the  Restricted  Subsidiaries  outstanding  on such
date, after  eliminating all offsetting  debits and credits between the Borrower
and the Restricted Subsidiaries and all other items required to be eliminated in
the  course of the  preparation  of  consolidated  financial  statements  of the
Borrower and the Restricted  Subsidiaries  prepared in accordance with Agreement
Accounting  Principles;  provided  that  Consolidated  Debt  shall  not  include
Qualified Capital Obligations.

     "Consolidated Net Worth" means, at any time, the sum, without  duplication,
of (a) the  total  stockholders'  equity  which  would be shown in  consolidated
financial statements of the Borrower and the Restricted Subsidiaries prepared at
such time in accordance with Agreement  Accounting  Principles and (b) Qualified
Capital.

     "Net Proceeds of Qualified Capital" means, with respect to any period, cash
proceeds  (net of all costs and  out-of-pocket  expenses  incurred in connection
therewith  and in  connection  with the issuance  and sale of any related  Trust
Preferred Securities, including, without limitation, placement, underwriting and
brokerage  fees and expenses)  received by the Borrower  during such period from
the sale of all Qualified Junior Subordinated Notes.

     "Qualified  Capital"  means  the total  amount of  capital  in  respect  of
Qualified Junior  Subordinated Notes and the Trust Preferred  Securities related
thereto which would, on a consolidated basis, be shown in consolidated financial
statements  of the  Borrower  and the  Subsidiaries  prepared  at  such  time in
accordance with Agreement Accounting Principles, provided that in no event shall
the aggregate amount of Qualified Capital at any time exceed $125,000,000.

     "Qualified  Capital  Obligations"  means  obligations  of the  Borrower  in
respect  of  any  Qualified  Junior  Subordinated  Notes  and  Qualified  Junior
Subordinated Guaranties.

     "Qualified Junior Subordinated  Guaranty" means, in respect of any issue of
Trust  Preferred  Securities,  a Guaranty by the Borrower to the holders of such
Trust Preferred  Securities of (a) the payment of all preferred  cumulative cash
dividends  accumulating  thereon  and (b) the  payments  due on  liquidation  or
redemption  of such  Trust  Preferred  Securities,  but only in each case to the
extent of funds held by the Special  Purpose  Trust which shall have issued such
Trust Preferred  Securities,  and the obligations  under which Guaranty shall be
unsecured and rank subordinate and junior in right of payment to all Senior Debt
(including,  without limitation,  all Debt of the Borrower under this Agreement,
the Loan  Documents  and the Notes) to the same  extent and on the same terms as
the Qualified Junior  Subordinated  Notes issued by the Borrower to such Special
Purpose Trust are subordinated to Senior Debt.

     "Qualified  Junior  Subordinated  Notes"  means  any  notes  issued  by the
Borrower to a Special Purpose Trust in a principal  amount equal to the proceeds
received by such  Special  Purpose  Trust from the  issuance of Trust  Preferred
Securities  and  paid  by  such  Special   Purpose  Trust  to  the  Borrower  in
consideration  for such notes,  which notes shall (a) not mature,  or  otherwise
require the payment of any of the principal thereof,  prior to June 1, 2029, (b)
be subject to the right of the Borrower to defer the payment of interest thereon
at any  time or from  time to time  for a  period  of at  least  20  consecutive
quarterly  periods,  during which deferral period the Borrower shall not pay any
dividends  with  respect  to any of its  capital  stock  or pay  any  principal,
interest or other amounts owing in respect of any Qualified Capital  Obligations
or other Subordinated Debt, (c) be unsecured, (d) rank subordinate and junior in
right of payment to all Senior Debt (including,  without limitation, all Debt of
the Borrower  under this  Agreement,  the Loan Documents and the Notes) upon the
terms set forth in Exhibit A to the Amendment No. 4 dated as of August 10, 1999,
among the Borrower, the Lenders, and the Agent, and (e) when aggregated with all
other such notes,  not exceed  $125,000,000 in aggregate  outstanding  principal
amount.

     "Special Purpose Trust" means a statutory  business trust created under the
laws of the State of Delaware  pursuant to the filing of a certificate  of trust
with the Secretary of State of the State of Delaware, (a) the existence of which
shall be for the exclusive purpose of (i) issuing Trust Common Securities to the
Borrower and issuing and selling Trust Preferred  Securities to investors,  (ii)
using the proceeds from such Trust  Preferred  Securities  to acquire  Qualified
Junior  Subordinated  Notes and (iii)  engaging in only those  other  activities
necessary or incidental to the  foregoing,  (b) the sole assets of which will be
such Qualified  Junior  Subordinated  Notes and the proceeds thereof and (c) the
sole source of revenue of which will be  payments  under such  Qualified  Junior
Subordinated  Notes.  Notwithstanding  anything else herein, any Special Purpose
Trust shall be deemed to be an Unrestricted Subsidiary.

     "Subordinated  Debt" means any Debt or other  obligations  of the  Borrower
(including, without limitation, Qualified Capital Obligations) other than Senior
Debt.

     "Trust Common  Securities"  means,  in respect of a Special  Purpose Trust,
securities  issued by such Special Purpose Trust  representing  common undivided
beneficial  interests in the assets of such Special Purpose Trust, 100% of which
securities shall be legally and beneficially owned by the Borrower.

     "Trust Preferred  Securities" means, in respect of a Special Purpose Trust,
securities  issued by such Special Purpose Trust,  having a stated par value and
liquidation  value and  entitling  the holders  thereof to the  payment  (unless
deferred) of preferred  cumulative  cash  distributions  at a fixed annual rate,
representing  preferred  undivided  beneficial  interests  in the assets of such
Special  Purpose  Trust,  provided  that  at the  time of the  initial  issuance
thereof,  the Senior Notes shall receive an investment  grade rating from, or an
investment  grade rating of the Senior Notes shall be confirmed by, a nationally
recognized rating agency.

          (b)  Paragraph  (a) of Section 6.12 is amended in its entirety to read
     as follows:

     6.12 Restricted Payments and Restricted Investments.

          (a) Limitation.  The Borrower will not, and will not permit any of the
     Restricted Subsidiaries to, directly or indirectly,  declare, make or incur
     any  liability  to make any  Restricted  Payment or make or  authorize  any
     Restricted  Investment  unless  immediately  after  giving  effect  to such
     action:

               (i) the sum of (x) the aggregate amount of outstanding Restricted
          Investments  (valued  immediately  after  such  action),  plus (y) the
          aggregate  amount  of  Restricted  Payments  of the  Borrower  and the
          Restricted  Subsidiaries declared or made during the period commencing
          on the date of this Agreement,  and ending on the date such Restricted
          Payment or Restricted Investment is declared or made, inclusive, would
          not exceed the sum of

                    (A) $10,000,000, plus

                    (B) 50% of Consolidated Net Income for the period commencing
               January 1, 1995 and ending on the date such Restricted Payment or
               such Restricted  Investment is declared or made (or minus 100% of
               Consolidated  Net  Income  for such  period if  Consolidated  Net
               Income for such period is a loss), plus

                    (C) the aggregate  amount of Net Proceeds of Common Stock of
               the Borrower for such period, plus

                    (D)  the  aggregate  amount  of Net  Proceeds  of  Qualified
               Capital for such period; and

               (ii) the Borrower could incur, pursuant to Section 6.20, at least
          $1 of  additional  Debt  owing to a  Person  other  than a  Restricted
          Subsidiary; and

               (iii) no Default or Unmatured Default would exist.

     Section 3.  Representations  and  Warranties.  The Borrowers  represent and
warrant to the Agent and the Lenders that:

     (a) the  representations  and warranties set forth in the Credit  Agreement
are true and correct in all material  respects as of the date of this Agreement,
except to the extent any such  representation  or  warranty  is stated to relate
solely to an earlier  date,  in which case such  representation  or warranty was
true and correct in all material respects as of such earlier date;

     (b) (i) the  execution,  delivery,  and  performance of this Agreement have
been  duly  authorized  by  appropriate  proceedings,  and (ii)  this  Agreement
constitutes a legal, valid, and binding obligation of the Borrowers, enforceable
in  accordance  with its  terms,  except as limited  by  applicable  bankruptcy,
insolvency, reorganization,  moratorium, or similar laws affecting the rights of
creditors generally and general principles of equity; and

     (c) as of the  effectiveness  of this  Agreement,  no  Default  or Event of
Default has occurred and is continuing.

     Section 4.  Effectiveness.  This Agreement  shall become  effective and the
Credit  Agreement  shall be  amended  as  provided  in this  Agreement  upon the
occurrence of the following conditions precedent:

     (a) the Borrowers, the Agent, and the Required Lenders shall have delivered
duly and validly executed originals of this Agreement to the Agent; and

     (b) the  representations and warranties in this Agreement shall be true and
correct in all material respects.

     Section 5.     Effect on Loan Documents.

     (a) Except as amended herein,  the Credit  Agreement and the Loan Documents
remain in full force and effect as originally  executed and amended  heretofore.
Nothing  herein  shall act as a waiver of any of the Agent's or Lenders'  rights
under the Loan  Documents,  as amended,  including  the waiver of any Default or
Unmatured Default, however denominated.

     (b) This Agreement is a Loan Document for the purposes of the provisions of
the  other  Loan  Documents.  Without  limiting  the  foregoing,  any  breach of
representations, warranties, and covenants under this Agreement may be a Default
or Unmatured Default under other Loan Documents.

     Section 6.  Assignment.  Bank One, Texas,  N.A. ("Bank One") hereby assigns
and delegates to The First National Bank of Chicago ("First Chicago")  effective
as of the date  hereof  all of its  rights  and  obligations  under  the  Credit
Agreement,  and First Chicago hereby accepts such  assignment and delegation and
agrees to assume all of Bank One's obligations under the Credit Agreement.  Bank
One's  rights  under  Section 9.7 of the Credit  Agreement  shall  survive  this
assignment.  The Borrower  agrees,  at First Chicago's  request,  to execute and
deliver a  replacement  Note to First  Chicago in the amount of First  Chicago's
Commitment after giving effect to this assignment.

     Section 7. Choice of Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Illinois.

     Section  8.  Counterparts.  This  Agreement  may be signed in any number of
counterparts, each of which shall be an original.


<PAGE>


       EXECUTED as of the date first above written.


                           SEITEL, INC.



                           By:         /s/Debra D. Valice
                                       -----------------------------------------
                           Name:       Debra D. Valice
                           Title:      Chief Financial Officer


                           THE FIRST NATIONAL BANK OF
                           CHICAGO, individually and as Agent



                           By:         /s/Helen A. Carr
                                       -----------------------------------------
                           Name:       Helen A. Carr
                           Title:      First Vice President


                           BANK ONE, TEXAS, N.A.



                           By:         /s/J.P. Garcia
                                       -----------------------------------------
                           Name:       J.P. Garcia
                           Title:      Assistant Vice President






<PAGE>


               ACKNOWLEDGMENT AND CONSENT BY SUBSIDIARY GUARANTORS

     Each of the undersigned  Subsidiary Guarantors (i) acknowledges its receipt
of a copy of and  hereby  consents  to all of the  terms and  conditions  of the
foregoing  Amendment  No.  4  and  (ii)  reaffirms  its  obligations  under  the
Subsidiary  Guaranty  dated as of July 22,  1996 in favor of The First  National
Bank of Chicago, as agent.

                           SEITEL DATA CORP.
                           SEITEL DELAWARE, INC.
                           SEITEL MANAGEMENT, INC.
                           SEITEL GEOPHYSICAL, INC.
                           DDD ENERGY, INC.
                           SEITEL GAS & ENERGY CORP.
                           SEITEL POWER CORP.
                           SEITEL NATURAL GAS, INC.
                           MATRIX GEOPHYSICAL, INC.
                           EXSOL, INC.
                           DATATEL, INC.
                           SEITEL OFFSHORE CORP.
                           GEO-BANK, INC.
                           ALTERNATIVE COMMUNICATIONS
                           ENTERPRISES, INC.
                           SEITEL INTERNATIONAL, INC.
                           AFRICAN GEOPHYSICAL, INC.



                           By:         /s/Debra D. Valice
                                       -----------------------------------------
                           Name:       Debra D. Valice
                           Title:      Authorized Officer


                                        SEITEL DATA LTD.

                                        By:         SEITEL DELAWARE, INC.,
                                                    its general partner



                                        By:         /s/Debra D. Valice
                                       -----------------------------------------
                                        Name:       Debra D.Valice
                                        Title:      Vice President






<PAGE>


                                    EXHIBIT A

                               Subordination Terms

     Note:      The term "Securities"  refers to the instruments  evidencing the
                debt subordinated by the following provisions; the term "Holder"
                refers to a holder of Securities.

     SECTION [1.01].     Securities Subordinate to Senior Indebtedness

     The Securities shall be subordinated to Senior Indebtedness as set forth in
this  Article  [One].  The Company  covenants  and agrees,  and each Holder of a
Security of any series by such Holder's  acceptance  thereof likewise  covenants
and agrees,  that, to the extent and in the manner hereinafter set forth in this
Article [One], the indebtedness represented by the Securities of such series and
the payment of the principal amount, interest,  premium (if any), and such other
amounts,  if any,  payable in respect of each and all of the  Securities of such
series are hereby  expressly made subordinate and subject in right of payment to
the prior payment in full of all Senior Indebtedness; provided, however, that no
provision of this Article [One] shall  prevent the  occurrence of any default or
Event of Default hereunder.

     "Credit  Agreement"  means the Revolving  Credit Agreement dated as of July
27, 1996 among The First National Bank of Chicago,  as agent,  the lenders party
thereto,  and the Company,  as amended and as the same may be further amended or
restated in whole or in part from time to time.

     "Senior Notes" means,  collectively,  (i) (a) the Company's  7.17% Series A
Senior Notes due December 30, 2001 in the original aggregate principal amount of
$25,000,000, (b) the Company's 7.17% Series B Senior Notes due December 30, 2002
in the original aggregate principal amount of $27,500,000, and (c) the Company's
Series C Senior Notes due December 30, 2002 in the original aggregate  principal
amount of $22,500,000,  in each case,  issued pursuant to separate Note Purchase
Agreements,  dated as of December 28, 1995, as such notes and  agreements may be
amended  from time to time,  and (ii) (a) the  Company's  7.03%  Series D Senior
Notes due  February  15,  2004 in the  original  aggregate  principal  amount of
$20,000,000, (b) the Company's 7.28% Series E Senior Notes due February 15, 2009
in the original aggregate principal amount of $75,000,000, and (c) the Company's
Series F Senior Notes due February 15, 2009 in the original aggregate  principal
amount of $43,000,000,  in each case,  issued pursuant to separate Note Purchase
Agreements,  dated as of February 12, 1999, as such notes and  agreements may be
amended from time to time.

     "Senior  Indebtedness"  means the  principal of (and premium or  make-whole
amount, if any) and interest on (including interest,  if any, accruing after the
filing  of  a  petition  initiating  any  proceeding  pursuant  to  any  Federal
bankruptcy law or any other  applicable  Federal or State law) and other amounts
due on or in connection  with the Senior Notes,  the Credit  Agreement,  and any
Indebtedness  of the Company  incurred,  assumed or  guaranteed  by the Company,
whether outstanding on the date of the Indenture or thereafter incurred, assumed
or  guaranteed  and  all  renewals,   extensions  and  refundings  of  any  such
Indebtedness  of the Company;  provided,  however,  that the following  will not
constitute Senior Indebtedness:

     (a) any Indebtedness of the Company as to which, in the instrument creating
the same or evidencing the same or pursuant to which the same is outstanding, it
is  expressly   provided  that  such   Indebtedness  of  the  Company  shall  be
subordinated to or pari passu with the Securities;

     (b)     Indebtedness of the Company in respect of the Securities;

     (c) any  Indebtedness of the Company  constituting  trade accounts  payable
arising in the ordinary course of business;

     (d) any  Indebtedness of the Company  initially  issued to any other [trust
which  issues  preferred  securities  or other  securities  similar to preferred
securities]; and

     (e) any Indebtedness of the Company to any Subsidiary of the Company, other
than a trust referred to in the preceding clause (d).

     SECTION [1.02].  Payment Over of Proceeds upon Dissolution, Etc.

     Upon any distribution of assets of the Company in the event of

     (a) any insolvency or bankruptcy case or proceeding,  or any  receivership,
liquidation,  reorganization  or other  similar case or proceeding in connection
therewith,  relative  to the  Company or to its  creditors,  as such,  or to its
assets, or

     (b) any  liquidation,  dissolution  or  other  winding  up of the  Company,
whether  voluntary or  involuntary  and whether or not  involving  insolvency or
bankruptcy, or

     (c) any assignment for the benefit of creditors or any other marshalling of
assets and liabilities of the Company,

     then and in such event:

     (1) the holders of Senior Indebtedness shall be entitled to receive payment
in full of all  amounts  due or to become  due on or in  respect  of all  Senior
Indebtedness,  or provision  shall be made for such payment in cash,  before the
Holders of the  Securities  of any series are entitled to receive any payment on
account of the  principal  amount,  interest,  premium  (if any),  or such other
amounts,  if any, as may be provided  for in respect of the  Securities  of such
series; and

     (2) any  payment or  distribution  of assets of the  Company of any kind or
character,  whether in cash, property or securities, by set-off or otherwise, to
which the Holders or the Trustee  would be entitled  but for the  provisions  of
this Article  [One],  including  any such payment or  distribution  which may be
payable or deliverable by reason of the payment of any other Indebtedness of the
Company  being  subordinated  to the payment of the  Securities  of such series,
shall be paid by the  liquidating  trustee or agent or other person  making such
payment  or  distribution,  whether a  trustee  in  bankruptcy,  a  receiver  or
liquidating trustee or otherwise, directly to the holders of Senior Indebtedness
or their  representative or  representatives or to the trustee or trustees under
any  indenture  under  which  any  instruments  evidencing  any of  such  Senior
Indebtedness may have been issued,  ratably  according to the aggregate  amounts
remaining  unpaid on account of the  principal  of,  and  premium or  make-whole
amount,  if any, and interest on the Senior  Indebtedness held or represented by
each, to the extent necessary to make payment in full of all Senior Indebtedness
remaining unpaid,  after giving affect to any concurrent payment or distribution
to the holders of such Senior Indebtedness.

     In the event that, notwithstanding the foregoing provisions of this Section
[1.02],  the Trustee or the Holder of any Security of any series  shall  receive
any payment or  distribution  of assets of the Company of any kind or character,
whether  in  cash,  property  or  securities,  including  any  such  payment  or
distribution which may be payable or deliverable by reason of the payment of any
other  Indebtedness  of the  Company  being  subordinated  to the payment of the
Securities  of such series,  before all Senior  Indebtedness  is paid in full or
payment  thereof  provided for, and if such fact shall then have been made known
to the  Trustee as  provided  in Section  [1.11],  or, as the case may be,  such
Holder,  then and in such event such payment or distribution  shall be paid over
or  delivered  forthwith  to the trustee in  bankruptcy,  receiver,  liquidating
trustee,   custodian,   assignee,  agent  or  other  person  making  payment  or
distribution  of assets of the  Company  for  application  to the payment of all
Senior Indebtedness  remaining unpaid, to the extent necessary to pay all Senior
Indebtedness  in  full,  after  giving  effect  to  any  concurrent  payment  or
distribution to or for the holders of Senior Indebtedness.

     For  purposes of this  Article  [One] only,  the words  "cash,  property or
securities," or any combination  thereof,  shall be deemed not to include shares
of capital stock of the Company as reorganized  or readjusted,  or securities of
the Company or any other corporation provided for by a plan of reorganization or
readjustment  the  payment  of which  is  subordinated,  at least to the  extent
provided in this Article [One] with respect to the Securities, to the payment of
all  Senior  Indebtedness  which  may  at the  time  be  outstanding  and to any
securities issued to the holders of Senior Indebtedness in respect of the Senior
Indebtedness under any such plan of reorganization or readjustment.

     SECTION [1.03].  Prior Payment to Senior  Indebtedness upon Acceleration of
Securities.

     In the event that any Securities of any series are declared due and payable
before  their  [Stated  Maturity],  then and in such event the holders of Senior
Indebtedness  shall be entitled to receive payment in full of all amounts due or
to become due on or in respect of all Senior  Indebtedness or provision shall be
made for such  payment in cash,  before the  Holders of the  Securities  of such
series are entitled to receive any payment  (including  any payment which may be
payable by reason of the payment of any other  indebtedness of the Company being
subordinated  to the payment of the Securities of such series) by the Company on
account  of the  principal  of (or  premium  or  make-whole  amount,  if any) or
interest  or other  amounts on  Securities  of such  series or on account of the
purchase or other acquisition of Securities of such series.

     In the event that,  notwithstanding  the foregoing,  the Company shall make
any  payment  to the  Trustee  or the  Holder of any  Securities  of any  series
prohibited by the foregoing provisions of this Section [1.03], and if such facts
then  shall  have been  known or  thereafter  shall  have been made known to the
Trustee (as provided in Section  [1.11]) or to such Holder,  as the case may be,
pursuant  to the terms of this  Indenture,  then and in such event such  payment
shall be paid over and delivered forthwith to the Company by or on behalf of the
person   holding  such  payment  for  the  benefit  of  the  holders  of  Senior
Indebtedness.

     The  provisions of this Section  [1.03] shall not apply to any payment with
respect to which Section [1.02] would be applicable.

     SECTION [1.04].  Default in Senior Indebtedness.

     In the event and during the  continuation  of any default by the Company in
the payment of principal,  premium, if any, interest or any other payment due on
any  Senior  Indebtedness  of the  Company,  as the  case  may  be,  beyond  any
applicable grace period with respect thereto,  or in the event that the maturity
of any Senior  Indebtedness of the Company has been  accelerated  because of any
default,  then,  in any such case,  no payment shall be made by the Company with
respect to the principal (including  redemption payments, if any) of, premium or
make-whole  amount, if any, or interest or other amounts on the Securities until
such default is cured or waived or ceases to exist or any such  acceleration  or
demand for payment has been rescinded.

     In the event that,  notwithstanding  the foregoing,  the Company shall make
any  payment  to the  Trustee  or the  Holder of any  Securities  of any  series
prohibited by the foregoing provisions of this Section [1.04], and if such facts
then  shall  have been  known or  thereafter  shall  have been made known to the
Trustee (as provided in Section  [1.11]) or to such Holder,  as the case may be,
pursuant  to the terms of this  Indenture,  then and in such event such  payment
shall be paid over and delivered forthwith to the Company by or on behalf of the
person   holding  such  payment  for  the  benefit  of  the  holders  of  Senior
Indebtedness.

     The  provisions of this Section  [1.04] shall not apply to any payment with
respect to which Section [1.02] would be applicable.

     SECTION [1.05].  Limitations on Acceleration and Enforcement.

     At any time  when the  Company  may not make  payments  in  respect  of the
Securities  as a result  of the  application  of  Section  [1.04],  no Holder of
Securities will:

     (a) accelerate or cause or permit the  acceleration  of the maturity of any
of the Securities; or

     (b) commence,  cause the  commencement  of,  participate  in or support any
action or  proceeding  (whether  at law or in  equity)  against  the  Company to
recover all or any part of the indebtedness represented by the Securities or any
action to commence or prosecute any bankruptcy or similar  proceeding in respect
of the Company unless the holders of at least a majority in principal  amount of
the Senior Notes at the time  outstanding  (exclusive of Senior Notes then owned
by the Company or any of its  subsidiaries  or affiliates)  shall have agreed in
writing in advance to, and shall have joined in, such proceedings.

     SECTION [1.06].  Payment Permitted if No Default.

     Nothing  contained in this Article [One] or elsewhere in this  Indenture or
in any of the  Securities  shall  prevent  (a) the  Company,  at any time except
during the pendency of any case, proceeding,  dissolution,  liquidation or other
winding up,  assignment  for the benefit of  creditors or other  marshalling  of
assets and liabilities of the Company referred to in Section [1.02] or under the
conditions  described in Sections [1.03] or [1.04],  from making payments at any
time of the principal amount,  interest or such other amounts, if any, as may be
provided  for  in  this  Indenture,  as the  case  may  be,  in  respect  of the
Securities, or (b) the application by the Trustee or the retention by any Holder
of any money  deposited with it hereunder to the payment of or on account of the
principal amount, interest or such other amounts, if any, as may be provided for
in this  Indenture,  as the case may be, in  respect  of the  Securities  if the
Trustee did not have, at the time provided in the proviso to the first paragraph
of Section  [1.11],  notice that such payment would have been  prohibited by the
provisions of this Article [One].

     SECTION [1.07].  Subrogation Rights of Holders of Senior Indebtedness.

     Subject to the payment in full of all Senior  Indebtedness,  the Holders of
the  Securities  of any series shall be subrogated to the extent of the payments
or distributions made to the holders of such Senior Indebtedness pursuant to the
provisions  of this  Article  [One] to the rights of the  holders of such Senior
Indebtedness  to  receive  payments  or  distributions  of  cash,   property  or
securities  applicable to the Senior  Indebtedness  until the principal  amount,
interest or such other amounts,  if any, as provided for in this  Indenture,  as
the case may be, in respect of the  Securities  of such series  shall be paid in
full.  For purposes of such  subrogation,  no payments or  distributions  to the
holders of the Senior  Indebtedness of any cash, property or securities to which
the Holders of the  Securities  of such series or the Trustee  would be entitled
except for the provisions of this Article [One], and no payments pursuant to the
provisions  of this  Article  [One] to the  Company or to the  holders of Senior
Indebtedness by Holders of the Securities of such series or the Trustee,  shall,
as between the Company,  its creditors other than holders of Senior Indebtedness
and the Holders of the  Securities of such series,  be deemed to be a payment or
distribution by the Company to or on account of the Senior Indebtedness.

     SECTION [1.08].  Provision Solely to Define Relative Rights.

     The  provisions of this Article  [One] are and are intended  solely for the
purpose of defining the relative  rights of the Holders of the Securities of any
series, on one hand, and the holders of Senior Indebtedness,  on the other hand.
Nothing contained in this Article [One] or elsewhere in this Indenture or in the
Securities of any series is intended to or shall:

     (a) impair,  as between the  Company and the Holders of the  Securities  of
such series, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the  Securities  of such series the  principal  amount,
interest  or  such  other  amounts,  if  any,  as may be  provided  for in  this
Indenture,  as the case may be, in respect of the  Securities  of such series as
and when the same shall become due and payable in  accordance  with the terms of
the  Securities  of such  series and this  Indenture  and which,  subject to the
rights  under  this  Article  [One] of the  holders of Senior  Indebtedness,  is
intended to rank equally with all other general obligations of the Company; or

     (b) affect the  relative  rights  against the Company of the Holders of the
Securities  of such series and  creditors  of the Company  other than holders of
Senior Indebtedness; or

     (c) prevent  the Trustee or the Holder of any  Security of such series from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture,  subject to the rights,  if any, under this Article [One] of the
holders of Senior Indebtedness to receive cash, property or securities otherwise
payable or deliverable to the Trustee or such Holder.

     SECTION [1.09].  Trustee to Effectuate Subordination.

     Each Holder of a Security by such Holder's  acceptance  thereof  authorizes
and directs the  Trustee on such  Holder's  behalf to take such action as may be
necessary  or  appropriate  to  effectuate  the  subordination  provided in this
Article  [One] and appoints the Trustee such Holder's  attorney-in-fact  for any
and all such purposes.

     SECTION [1.10].  No Waiver of Subordination Provision.

     No right of any  present  or future  holder of any Senior  Indebtedness  to
enforce  subordination  as  herein  provided  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, by any such holder,  or by any noncompliance by
the  Company  with  the  terms,  provisions  and  covenants  of this  Indenture,
regardless  of any  knowledge  thereof any such holder may have or be  otherwise
charged with.

     Without in any way limiting the generality of the foregoing paragraph,  the
holders of Senior  Indebtedness may, at any time and from time to time,  without
the consent of, or notice to, the  Trustee or the Holders of the  Securities  of
any series, without incurring responsibility to the Holders of the Securities of
such series and without  impairing or releasing  the  subordination  provided in
this Article [One] or the obligations hereunder of the Holders of the Securities
of such series to the holders of Senior Indebtedness,  do any one or more of the
following:  (i) change the manner,  place or terms of payment or extend the time
of  payment  of,  or  renew  or  alter,   or  increase  the  amount  of,  Senior
Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness
or any  instrument  evidencing  the same or any  agreement  under  which  Senior
Indebtedness is outstanding;  (ii) sell, exchange,  release or otherwise dispose
of or deal with any property  pledged,  mortgaged or otherwise  securing  Senior
Indebtedness;  (iii)  release any person liable in any manner for the payment or
collection of Senior Indebtedness;  (iv) exercise or refrain from exercising any
rights  against the Company or any other person;  and (v) apply any sums paid in
respect of Senior  Indebtedness to Senior  Indebtedness,  regardless of who made
such payment or how such payment was realized.

     SECTION [1.11].  Notice to Trustee.

     The  Company  shall give prompt  written  notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities of any series.  Failure to give such notice
shall not affect the  subordination  of the  Securities of such series to Senior
Indebtedness.  Notwithstanding the provisions of this Article [One] or any other
provision of this Indenture,  the Trustee shall not be charged with knowledge of
the existence of any facts which would  prohibit the making of any payment to or
by the Trustee in respect of the Securities of such series, unless and until the
Trustee shall have received  written notice thereof in the manner  prescribed by
this Indenture from the Company or a holder of Senior  Indebtedness  or from any
trustee or agent therefor; and, prior to the receipt of any such written notice,
the Trustee,  subject to the  provisions  of Section  [regarding  the duties and
responsibilities  of the  Trustee],  shall be entitled in all respects to assume
that no such facts exist; provided,  however, that if the Trustee shall not have
received, at least three Business Days prior to the date upon which by the terms
hereof  any  money  may  become  payable  for any  purpose  (including,  without
limitation, the payment of the principal amount, interest, or such other amounts
as may be provided for in this Indenture in respect of any Security), the notice
with respect to such money provided for in this Section [1.11],  then,  anything
herein  contained to the contrary  notwithstanding,  the Trustee  shall have the
full  power and  authority  to  receive  such money and to apply the same to the
purpose  for which  such money was  received  and shall not be  affected  by any
notice to the contrary  which may be received by it within three  Business  Days
prior to such date.

     Subject  to  the   provisions   of  Section   [regarding   the  duties  and
responsibilities  of the Trustee],  the Trustee shall be entitled to rely on the
delivery  to it of a written  notice by a person  representing  himself  to be a
holder of Senior  Indebtedness  (or a trustee or agent on behalf of such holder)
to establish that such notice has been given by a holder of Senior  Indebtedness
(or a  trustee  or agent on behalf of any such  holder).  In the event  that the
Trustee  determines in good faith that further evidence is required with respect
to the right of any person as a holder of Senior  Indebtedness to participate in
any payment or  distribution  pursuant to this  Article  [One],  the Trustee may
request such person to furnish  evidence to the reasonable  satisfaction  of the
Trustee as to the amount of Senior  Indebtedness held by such person, the extent
to which such person is entitled to participate in such payment or  distribution
and any other facts  pertinent  to the rights of such person  under this Article
[One], and if such evidence is not furnished,  the Trustee may defer any payment
which it may be required to make for the benefit of such person  pursuant to the
terms of this Indenture  pending judicial  determination as to the right of such
person to receive such payment.

     SECTION  [1.12].  Reliance on Judicial  Order or Certificate of Liquidating
Agent.

     Upon any payment or  distribution  of assets of the Company  referred to in
this Article [One], the Trustee, subject to the provisions of Section [regarding
the  duties  and  responsibilities  of the  Trustee],  and  the  Holders  of the
Securities  of any  series  shall be  entitled  to rely upon any order or decree
entered  by any  court  of  competent  jurisdiction  in which  such  insolvency,
bankruptcy, receivership, liquidation,  reorganization,  dissolution, winding up
or similar case or  proceeding is pending,  or a  certificate  of the trustee in
bankruptcy,  liquidating trustee, custodian,  receiver, assignee for the benefit
of  creditors,  agent or other  person  making  such  payment  or  distribution,
delivered to the Trustee or to the Holders of Securities of such series, for the
purpose of ascertaining  the persons  entitled to participate in such payment or
distribution,  the holders of Senior  Indebtedness 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
[One].

     SECTION [1.13].  Trustee Not Fiduciary for Holders of Senior Indebtedness.

     The Trustee shall be deemed not to owe any fiduciary duty to the holders of
Senior  Indebtedness.  The Trustee  shall not be charged  with  knowledge of the
existence of Senior  Indebtedness  (other than the Senior Notes) or of any facts
that would prohibit any payment hereunder unless the Trustee shall have received
notice thereof in the manner  prescribed by this Indenture.  With respect to the
holders of Senior Indebtedness,  the Trustee undertakes to perform or to observe
only such of its covenants or obligation as are  specifically  set forth in this
Article [One] and no implied covenants or obligations with respect to holders of
Senior Indebtedness shall be read into this Indenture against the Trustee.

     SECTION  [1.14].  Rights of  Trustee  as  Holder  of  Senior  Indebtedness;
Preservation of Trustee=s Rights.

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

     Nothing in this Article [One] shall apply to claims of, or payments to, the
Trustee  under or  pursuant  to Section  [concerning  fees and  expenses  of the
Trustee].

     SECTION [1.15].  Article [One] Applicable to Paying Agents.

     The term  "Trustee" as used in this Article [One] shall (unless the context
otherwise  requires) be construed as extending to and including the Paying Agent
within its meaning as fully for all intents and  purposes as if the Paying Agent
were named in this  Article  [One] in  addition  to or in place of the  Trustee;
provided,  however,  that  Sections  [1.11]  and  [1.13]  shall not apply to the
Company or any Affiliate of the Company if it or such  Affiliate  acts as Paying
Agent.