ex4_21.htm


    
EXHIBIT 4.21


       

       

      
        

        

      

       

      TETRA
TECHNOLOGIES, INC.

       

       

       

      AND

      
 

       

      WELLS
FARGO BANK, NATIONAL ASSOCIATION

       

      Trustee

       

      ____________________________________________

      
 

       

      INDENTURE

       

      


       

      DATED
AS OF ________ __, 20__

       

      ____________________________________________

       

      


       

      SENIOR
DEBT SECURITIES

       

       

       

      
        

        


        
          
            
               

            

             


          

          
             


            
            

          

          
             


          

        



      TETRA
TECHNOLOGIES, INC.

       

      RECONCILIATION
AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND INDENTURE, DATED AS
OF ________ __, 20__

       

      

        
          	
                  TRUST INDENTURE ACT SECTION

                	
                  INDENTURE SECTION

                
	
                  Section
      310(a)(1)

                	
                  6.9

                
	
                       (a)(2)

                	
                  6.9

                
	
                       (a)(3)

                	
                  Not
      Applicable

                
	
                       (a)(4)

                	
                  Not
      Applicable

                
	
                       (a)(5)

                	
                  6.9

                
	
                       (b)

                	
                  6.8

                
	
                  Section
      311

                	
                  6.13

                
	
                  Section
      312(a)

                	
                  7.1,
      7.2(a)

                
	
                       (b)

                	
                  7.2(b)

                
	
                       (c)

                	
                  7.2(c)

                
	
                  Section
      313(a)

                	
                  7.3

                
	
                       (b)

                	
                  *

                
	
                       (c)

                	
                  *

                
	
                       (d)

                	
                  7.3

                
	
                  Section
      314(a)

                	
                  7.4

                
	
                       (a)(4)

                	
                  10.5

                
	
                       (b)

                	
                  Not
      Applicable

                
	
                       (c)(1)

                	
                  1.3

                
	
                       (c)(2)

                	
                  1.3

                
	
                       (c)(3)

                	
                  Not
      Applicable

                
	
                       (d)

                	
                  Not
      Applicable

                
	
                       (e)

                	
                  1.3

                
	
                  Section
      315(a)

                	
                  6.1(a)

                
	
                       (b)

                	
                  6.2

                
	
                       (c)

                	
                  6.1(b)

                
	
                       (d)

                	
                  6.1(c)

                
	
                       (d)(1)

                	
                  6.1(a)(1)

                
	
                       (d)(2)

                	
                  6.1(c)(2)

                
	
                       (d)(3)

                	
                  6.1(c)(3)

                
	
                       (e)

                	
                  5.14

                
	
                  Section
      316(a)

                	
                  1.1,
      1.2

                
	
                       (a)(1)(A)

                	
                  5.2,
      5.12

                
	
                       (a)(1)(B)

                	
                  5.13

                
	
                       (a)(2)

                	
                  Not
      Applicable

                
	
                       (b)

                	
                  5.8

                
	
                       (c)

                	
                  1.5(f)

                


        

        



        
          
             


          

          
             


            
              

            

          

          
             


          

        


        
          	
                  TRUST INDENTURE ACT SECTION

                	
                  INDENTURE SECTION

                
	
                  Section
      317(a)(1) 

                	
                  5.3

                
	
                       (a)(2) 

                	
                  5.4

                
	
                       (b) 

                	
                  10.3

                
	
                  Section
      318(a) 

                	
                  1.8

                


        



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

       

      * Deemed included
pursuant to Section 318(c) of the Trust Indenture Act

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      
Page     

      
        
          	
                  ARTICLE ONE
      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                	
                     
      1       

                
	
                  Section 1.1.

                	
                  Definitions

                	
                  1

                
	
                  Section 1.2.

                	
                  Incorporation
      by Reference of Trust Indenture Act

                	
                  7

                
	
                  Section 1.3.

                	
                  Compliance
      Certificates and Opinions

                	
                  8

                
	
                  Section 1.4.

                	
                  Form of
      Documents Delivered to Trustee

                	
                  8

                
	
                  Section 1.5.

                	
                  Acts of
      Holders; Record Dates

                	
                  9

                
	
                  Section 1.6.

                	
                  Notices,
      Etc., to Trustee, Company and Guarantors

                	
                  10

                
	
                  Section 1.7.

                	
                  Notice to
      Holders; Waiver

                	
                  10

                
	
                  Section 1.8.

                	
                  Conflict with
      Trust Indenture Act

                	
                  11

                
	
                  Section 1.9.

                	
                  Effect of
      Headings and Table of Contents

                	
                  11

                
	
                  Section 1.10.

                	
                  Successors
      and Assigns

                	
                  11

                
	
                  Section 1.11.

                	
                  Separability
      Clause

                	
                  11

                
	
                  Section 1.12.

                	
                  Benefits of
      Indenture

                	
                  11

                
	
                  Section 1.13.

                	
                  Force
      Majeure

                	
                  11

                
	
                  Section 1.14.

                	
                  Waiver of
      Jury Trial

                	
                  12

                
	
                  Section 1.15.

                	
                  Governing
      Law

                	
                  12

                
	
                  Section 1.16.

                	
                  Legal
      Holidays

                	
                  12

                
	
                  Section 1.17.

                	
                  Securities in
      a Composite Currency, Currency Unit or Foreign Currency

                	
                  12

                
	
                  Section 1.18.

                	
                  Payment in
      Required Currency; Judgment Currency

                	
                  13

                
	
                  Section 1.19.

                	
                  Language of
      Notices, Etc.

                	
                  13

                
	
                  Section 1.20.

                	
                  Incorporators,
      Shareholders, Officers and Directors of the Company and the Guarantors
      Exempt from Individual Liability

                	
                  13

                
	
                  ARTICLE TWO
      SECURITY FORMS

                	
                  13      
      

                
	
                  Section 2.1.

                	
                  Forms
      Generally

                	
                  13

                
	
                  Section 2.2.

                	
                  Form of Face
      of Security

                	
                  14

                
	
                  Section 2.3.

                	
                  Form of
      Reverse of Security

                	
                  16

                
	
                  Section 2.4.

                	
                  Global
      Securities

                	
                  20

                
	
                  Section 2.5.

                	
                  Form of
      Trustee’s Certificate of Authentication

                	
                  21

                
	
                  ARTICLE THREE
      THE SECURITIES

                	
                  21      
      

                
	
                  Section 3.1.

                	
                  Amount
      Unlimited; Issuable in Series

                	
                  21

                
	
                  Section 3.2.

                	
                  Denominations

                	
                  24

                
	
                  Section 3.3.

                	
                  Execution,
      Authentication, Delivery and Dating

                	
                  24

                
	
                  Section 3.4.

                	
                  Temporary
      Securities

                	
                  25

                
	
                  Section 3.5.

                	
                  Registration,
      Registration of Transfer and Exchange

                	
                  26

                
	
                  Section 3.6.

                	
                  Mutilated,
      Destroyed, Lost and Stolen Securities

                	
                  28

                
	
                  Section 3.7.

                	
                  Payment of
      Interest; Interest Rights Preserved

                	
                  29

                
	
                  Section 3.8.

                	
                  Persons
      Deemed Owners

                	
                  30

                
	
                  Section 3.9.

                	
                  Cancellation

                	
                  30

                
	
                  Section 3.10.

                	
                  Computation
      of Interest

                	
                  30

                
	
                  Section 3.11.

                	
                  CUSIP or CINS
      Numbers

                	
                  30

                
	
                  ARTICLE FOUR
      SATISFACTION AND DISCHARGE

                	
                  31      
      

                
	
                  Section 4.1.

                	
                  Satisfaction
      and Discharge of Indenture

                	
                  31

                
	
                  Section 4.2.

                	
                  Application
      of Trust Money

                	
                  32

                


           

          
            
              
              

            

            
              i

              
                

              

            

            
              
              

            

          

          	
                  ARTICLE FIVE
      REMEDIES

                	
                  32      
      

                
	
                  Section 5.1.

                	
                  Events of
      Default

                	
                  32

                
	
                  Section 5.2.

                	
                  Acceleration
      of Maturity; Rescission and Annulment

                	
                  33

                
	
                  Section 5.3.

                	
                  Collection of
      Indebtedness and Suits for Enforcement by Trustee

                	
                  34

                
	
                  Section 5.4.

                	
                  Trustee May
      File Proofs of Claim

                	
                  34

                
	
                  Section 5.5.

                	
                  Trustee May
      Enforce Claims Without Possession of Securities

                	
                  35

                
	
                  Section 5.6.

                	
                  Application
      of Money Collected

                	
                  35

                
	
                  Section 5.7.

                	
                  Limitation on
      Suits

                	
                  35

                
	
                  Section 5.8.

                	
                  Unconditional
      Right of Holders to Receive Principal, Premium and
Interest

                	
                  36

                
	
                  Section 5.9.

                	
                  Restoration
      of Rights and Remedies

                	
                  36

                
	
                  Section 5.10.

                	
                  Rights and
      Remedies Cumulative

                	
                  36

                
	
                  Section 5.11.

                	
                  Delay or
      Omission Not Waiver

                	
                  36

                
	
                  Section 5.12.

                	
                  Control by
      Holders

                	
                  37

                
	
                  Section 5.13.

                	
                  Waiver of
      Past Defaults

                	
                  37

                
	
                  Section 5.14.

                	
                  Undertaking
      for Costs

                	
                  37

                
	
                  Section 5.15.

                	
                  Waiver of
      Stay or Extension Laws

                	
                  37

                
	
                  ARTICLE SIX
      THE TRUSTEE

                	
                  38      
      

                
	
                  Section 6.1.

                	
                  Certain
      Duties and Responsibilities

                	
                  38

                
	
                  Section 6.2.

                	
                  Notice of
      Defaults

                	
                  39

                
	
                  Section 6.3.

                	
                  Certain
      Rights of Trustee

                	
                  39

                
	
                  Section 6.4.

                	
                  Not
      Responsible for Recitals or Issuance of Securities

                	
                  40

                
	
                  Section 6.5.

                	
                  May Hold
      Securities

                	
                  40

                
	
                  Section 6.6.

                	
                  Money Held in
      Trust

                	
                  41

                
	
                  Section 6.7.

                	
                  Compensation
      and Reimbursement

                	
                  41

                
	
                  Section 6.8.

                	
                  Disqualification;
      Conflicting Interests

                	
                  41

                
	
                  Section 6.9.

                	
                  Corporate
      Trustee Required; Eligibility

                	
                  41

                
	
                  Section 6.10.

                	
                  Resignation
      and Removal; Appointment of Successor

                	
                  42

                
	
                  Section 6.11.

                	
                  Acceptance of
      Appointment by Successor

                	
                  43

                
	
                  Section 6.12.

                	
                  Merger,
      Conversion, Consolidation or Succession to Business

                	
                  44

                
	
                  Section 6.13.

                	
                  Preferential
      Collection of Claims Against Company

                	
                  44

                
	
                  Section 6.14.

                	
                  Appointment
      of Authenticating Agent

                	
                  44

                
	
                  ARTICLE SEVEN
      HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

                	
                  46      
      

                
	
                  Section 7.1.

                	
                  Company to
      Furnish Trustee Names and Addresses of Holders

                	
                  46

                
	
                  Section 7.2.

                	
                  Preservation
      of Information; Communications to Holders

                	
                  46

                
	
                  Section 7.3.

                	
                  Reports by
      Trustee

                	
                  47

                
	
                  Section 7.4.

                	
                  Reports by
      Company

                	
                  47

                
	
                  ARTICLE EIGHT
      CONSOLIDATION, AMALGAMATION, MERGER AND SALE

                	
                  48      
      

                
	
                  Section 8.1.

                	
                  Company May
      Consolidate, Etc., Only on Certain Terms

                	
                  48

                
	
                  Section 8.2.

                	
                  Successor
      Substituted

                	
                  48

                
	
                  ARTICLE NINE
      AMENDMENT, SUPPLEMENT AND WAIVER

                	
                  49      
      

                
	
                  Section 9.1.

                	
                  Without
      Consent of Holders

                	
                  49

                
	
                  Section 9.2.

                	
                  With Consent
      of Holders

                	
                  50

                
	
                  Section 9.3.

                	
                  Execution of
      Amendments and Supplemental Indentures

                	
                  52

                
	
                  Section 9.4.

                	
                  Effect of
      Amendments and Supplemental Indentures

                	
                  52

                
	
                  Section 9.5.

                	
                  Conformity
      with Trust Indenture Act

                	
                  52

                
	
                  Section 9.6.

                	
                  Reference in
      Securities to Amendments or Supplemental Indentures

                	
                  52

                


           

          
            
              
              

            

            
              ii

              
                

              

            

            
              
              

            

          

          	
                  ARTICLE TEN
      COVENANTS

                	
                  52      
      

                
	
                  Section 10.1.

                	
                  Payment of
      Principal, Premium and Interest

                	
                  52

                
	
                  Section 10.2.

                	
                  Maintenance
      of Office or Agency

                	
                  52

                
	
                  Section 10.3.

                	
                  Money for
      Securities Payments to Be Held in Trust

                	
                  53

                
	
                  Section 10.4.

                	
                  Existence

                	
                  54

                
	
                  Section 10.5.

                	
                  Statement by
      Officers as to Default

                	
                  54

                
	
                  ARTICLE ELEVEN
      REDEMPTION OF SECURITIES

                	
                  54      
      

                
	
                  Section 11.1.

                	
                  Applicability
      of Article

                	
                  54

                
	
                  Section 11.2.

                	
                  Election to
      Redeem; Notice to Trustee

                	
                  54

                
	
                  Section 11.3.

                	
                  Selection by
      Trustee of Securities to Be Redeemed

                	
                  55

                
	
                  Section 11.4.

                	
                  Notice of
      Redemption

                	
                  55

                
	
                  Section 11.5.

                	
                  Deposit of
      Redemption Price

                	
                  56

                
	
                  Section 11.6.

                	
                  Securities
      Payable on Redemption Date

                	
                  56

                
	
                  Section 11.7.

                	
                  Securities
      Redeemed in Part

                	
                  56

                
	
                  ARTICLE TWELVE
      SINKING FUNDS

                	
                  56      
      

                
	
                  Section 12.1.

                	
                  Applicability
      of Article

                	
                  56

                
	
                  Section 12.2.

                	
                  Satisfaction
      of Sinking Fund Payments with Securities

                	
                  57

                
	
                  Section 12.3.

                	
                  Redemption of
      Securities for Sinking Fund

                	
                  57

                
	
                  ARTICLE
      THIRTEEN DEFEASANCE

                	
                  57      
      

                
	
                   Section 13.1.

                	
                  Option to
      Effect Legal Defeasance or Covenant Defeasance

                	
                  57

                
	
                  Section 13.2.

                	
                  Legal
      Defeasance and Discharge

                	
                  57

                
	
                  Section 13.3.

                	
                  Covenant
      Defeasance

                	
                  58

                
	
                  Section 13.4.

                	
                  Conditions to
      Legal or Covenant Defeasance

                	
                  58

                
	
                  Section 13.5.

                	
                  Deposited
      Money and U.S. Government Obligations to be Held in Trust, Other
      Miscellaneous Provisions

                	
                  60

                
	
                  Section 13.6.

                	
                  Repayment

                	
                  60

                
	
                  Section 13.7.

                	
                  Reinstatement

                	
                  60

                
	
                  ARTICLE FOURTEEN
      GUARANTEE OF SECURITIES

                	
                  61      
      

                
	
                  Section 14.1.

                	
                  Securities
      Guarantee

                	
                  61

                
	
                  Section 14.2.

                	
                  Limitation on
      Guarantor Liability

                	
                  62

                
	
                  Section 14.3.

                	
                  Execution and
      Delivery of Securities Guarantee Notation

                	
                  62

                


        

         

      

      


      NOTE:  This
table of contents shall not, for any purpose, be deemed to be a part of the
Indenture.

      

        
          
            
            

          

          
             
iii

            
              

            

          

          
             


          

        



      PARTIES

       

      INDENTURE, dated as
of ____________, 20__, among TETRA TECHNOLOGIES, INC., a corporation duly
organized and existing under the laws of the State of Delaware (herein called
the “Company”), the Guarantors (as defined hereinafter) and WELLS FARGO BANK,
NATIONAL ASSOCIATION, a national banking association, as trustee (the
“Trustee”).

       

      RECITALS
OF THE COMPANY:

       

      The Company has
duly authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its unsecured senior debentures, notes or other
evidences of indebtedness (herein called the “Securities”), which may but are
not required to be guaranteed by the Guarantors, to be issued in one or more
series as provided in this Indenture.

       

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

       

      This Indenture is
subject to the provisions of the Trust Indenture Act that are required to be a
part of this Indenture and, to the extent applicable, shall be governed by such
provisions.

       

      NOW, THEREFORE,
THIS INDENTURE WITNESSETH:

       

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

       

      ARTICLE ONE

      DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION

       

      Section 1.1.  Definitions.

       

      For all purposes of
this Indenture, except as otherwise expressly provided or unless the context
otherwise requires:

       

      (a)      the
terms defined in this Article have the meanings assigned to them in this Article
and include the plural as well as the singular;

       

      (b)      all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with GAAP;

       

      (c)      the
words “herein,” “hereof” and “hereunder” and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other
subdivision;

       

      (d)      the
words “Article” and “Section” refer to an Article and Section, respectively, of
this Indenture;

       

      (e)      the
word “includes” and its derivatives means “includes, but is not limited to” and
corresponding derivative definitions; and

       

      (f)      references
to any officer of any partnership or limited liability company that does not
have officers but is managed or controlled, directly or indirectly, by an entity
that does have officers, shall be deemed to be references to the officers of
such managing or controlling entity.

       

      Certain terms, used
principally in Article Six, are defined in that Article.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      “Act,” when used
with respect to any Holder, has the meaning specified in Section
1.5.

       

      “Additional
Defeasible Provision” means a covenant or other provision that is (a) made part
of this Indenture pursuant to an indenture supplemental hereto, a Board
Resolution or an Officer’s Certificate delivered pursuant to Section
3.1, and (b) pursuant to the terms set forth in such supplemental
indenture, Board Resolution or Officer’s Certificate, made subject to the
provisions of Article Thirteen.

       

      “Affiliate” of any
specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified
Person.  For purposes of this definition, “control,” as used with
respect to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by agreement or
otherwise.  For purposes of this definition, the terms “controlling,”
“controlled by” and “under common control with” have correlative
meanings.

       

      “Authenticating
Agent” means any Person authorized by the Trustee to act on behalf of the
Trustee to authenticate Securities.

       

      “Banking Day”
means, in respect of any city, any date on which commercial banks are open for
business in that city.

       

      “Bankruptcy Law”
means any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law.

       

      “Board of
Directors” means:

       

      (a) with respect to
a corporation, the board of directors of the corporation or any committee
thereof duly authorized to act on behalf of such board;

       

      (b) with respect to
a partnership, the Board of Directors of the general partner of the
partnership;

       

      (c) with respect to
a limited liability company, the managing member or members or any controlling
committee of managers or members thereof or any board or committee serving a
similar management function; and

       

      (d) with respect to
any other Person, the individual or board or committee of such Person serving a
management function similar to those described in clauses (a), (b) or (c) of
this definition.

       

      “Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company or a Guarantor, the principal financial officer of the
Company or a Guarantor, any other authorized officer of the Company or a
Guarantor, or a person duly authorized by any of them, in each case as
applicable, to have been duly adopted by the Board of Directors and to be in
full force and effect on the date of such certification, and delivered to the
Trustee.  Where any provision of this Indenture refers to action to be
taken pursuant to a Board Resolution (including the establishment of any series
of the Securities and the forms and terms thereof), such action may be taken by
any committee, officer or employee of the Company or a Guarantor, as applicable,
authorized to take such action by the Board of Directors, as evidenced by a
Board Resolution.

       

      “Business Day”,
when used with respect to any Place of Payment or other location, means, except
as otherwise provided as contemplated by Section 3.1 with respect to any series
of Securities, each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in that Place of Payment or other location
are authorized or obligated by law, executive order or regulation to
close.

       

      “CINS” means CUSIP
International Numbering System.

       


      
        
           


        

        
          2 


          
            

          

        

        
           


        

      


      “Code” means the
United States Internal Revenue Code of 1986, as amended.

       

      “Company” means the
Person named as the “Company” in the first paragraph of this instrument until a
successor or resulting Person shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Company” shall mean such successor
or resulting Person.

       

      “Company Request”
or “Company Order” means, in the case of the Company, a written request or order
signed in the name of the Company by its Chairman of the Board, its Chief
Executive Officer, its Chief Financial Officer, its President, any of its Vice
Presidents or any other duly authorized officer of the Company or any person
duly authorized by any of them, and delivered to the Trustee and, in the case of
a Guarantor, a written request or order signed in the name of such Guarantor by
its Chairman of the Board, its Chief Executive Officer, its President, any of
its Vice Presidents or any other duly authorized officer of such Guarantor or
any person duly authorized by any of them, and delivered to the
Trustee.

       

      “Corporate Trust
Office” means the office of the Trustee at the address specified in Section 3.5
or such other address as to which the Trustee may give notice to the
Company.

       

      “corporation,” when
used in reference to the Trustee or any prospective Trustee, shall include any
corporation, company, association, partnership, limited partnership, limited
liability company, joint-stock company and trust, in each case, satisfying the
requirements of Section 310(a)(1) of the Trust Indenture Act.

       

      “Covenant
Defeasance” has the meaning specified in Section 13.3.

       

      “CUSIP” means the
Committee on Uniform Securities Identification Procedures.

       

      “Custodian” means
any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

       

      “Debt” means any
obligation created or assumed by any Person for the repayment of money borrowed
and any purchase money obligation created or assumed by such Person and any
guarantee of the foregoing.

       

      “Default” means,
with respect to a series of Securities, any event that is, or after notice or
lapse of time or both would be, an Event of Default.

       

      “Defaulted
Interest” has the meaning specified in Section 3.7.

       

      “Definitive
Security” means a security other than a Global Security or a temporary
Security.

       

      “Depositary” means,
with respect to the Securities of any series issuable or issued in whole or in
part in the form of one or more Global Securities, a clearing agency registered
under the Exchange Act that is designated to act as Depositary for such
Securities as contemplated by Section 3.1, until a successor Depositary shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter shall mean or include each Person which is a Depositary hereunder,
and if at any time there is more than one such Person, shall be a collective
reference to such Persons.

       

      “Dollar” or “$”
means the coin or currency of the United States of America, which at the time of
payment is legal tender for the payment of public and private
debts.

       

      “Event of Default”
has the meaning specified in Section 5.1.

       

      “Exchange Act”
means the Securities Exchange Act of 1934, as amended.

       


      
        
           


        

        
          3 


          
            

          

        

        
           


        

      


      “Foreign Currency”
means a currency used by the government of a country other than the United
States of America.

       

      “GAAP” means
generally accepted accounting principles in the United States of America as in
effect from time to time, including those 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
approved by a significant segment of the accounting profession.  All
ratios and computations based on GAAP contained in this Indenture will be
computed in conformity with GAAP.

       

      “Global Security”
means a Security in global form that evidences all or part of a series of
Securities and is authenticated and delivered to, and registered in the name of,
the Depositary for the Securities of such series or its nominee.

       

      “Guaranteed
Securities” has the meaning specified in Section 14.1.

       

      “Guarantor” means
each Person that becomes a guarantor of any Securities pursuant to the
applicable provisions of this Indenture.

       

      “Holder” means a
Person in whose name a Security is registered in the Security
Register.

       

      “Indenture” means
this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more amendments or indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all purposes of this instrument, and any such amendment or supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be part
of and govern this instrument and any such amendment or supplemental indenture,
respectively.  The term “Indenture” also shall include the terms of
particular series of Securities established as contemplated by Section
3.1.

       

      “interest,” when
used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, means interest payable after
Maturity.

       

      “Interest Payment
Date,” when used with respect to any Security, means the Stated Maturity of an
installment of interest on such Security.

       

      “Judgment Currency”
has the meaning specified in Section 1.8.

       

      “Legal Defeasance”
has the meaning specified in Section 13.2.

       

      “mandatory sinking
fund payment” has the meaning specified in Section 12.1.

       

      “Market Exchange
Rate” has the meaning specified in Section 1.17.

       

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

       

      “Notice of Default”
means a written notice of the kind specified in Section 5.1(c) or
Section 5.1(d).

       

      “Officer’s
Certificate” means, in the case of the Company, a certificate signed by the
Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer,
the President, any Vice President or any other duly authorized officer of the
Company, or a person duly authorized by any of them, and delivered to the
Trustee and, in the case of a Guarantor, a certificate signed by the Chairman of
the Board,

       


      
        
           


        

        
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      the Chief Executive
Officer, the President, any Vice President or any other duly authorized officer
of such Guarantor, or a person duly authorized by any of them, and delivered to
the Trustee.

       

      “Opinion of
Counsel” means a written opinion of counsel, who may be an employee of or
counsel for the Company or a Guarantor, as the case may be, and who shall be
reasonably acceptable to the Trustee.

       

      “optional sinking
fund payment” has the meaning specified in Section 12.1.

       

      “Original Issue
Discount Security” means any Security which provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2.

       

      “Outstanding,” when
used with respect to Securities, means, as of the date of determination, all
Securities theretofore authenticated and delivered under this Indenture,
except:

       

      (a)           Securities
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;

       

      (b)           Securities
for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such Securities;
provided, however, that, if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made;

       

      (c)           Securities
which have been paid pursuant to Section 3.6 or in exchange for or in lieu
of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company; and

       

      (d)           Securities,
except to the extent provided in Section 13.2 and Section 13.3, with
respect to which the Company has effected Legal Defeasance or Covenant
Defeasance as provided in Article Thirteen, which Legal Defeasance or
Covenant Defeasance then continues in effect;

       

      provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, (i) the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding shall be the amount of
the principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof on such date pursuant to
Section 5.2, (ii) the principal amount of a Security denominated in
one or more currencies or currency units other than U.S. dollars shall be the
U.S. dollar equivalent of such currencies or currency units, determined in the
manner provided as contemplated by Section 3.1 on the date of original
issuance of such Security or by Section 1.17, if not otherwise so provided
pursuant to Section 3.1, of the principal amount (or, in the case of an
Original Issue Discount Security, the U.S. dollar equivalent (as so determined)
on the date of original issuance of such Security of the amount determined as
provided in clause (i) above) of such Security, and (iii) Securities owned by
the Company, any Guarantor or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee knows to
be so owned shall be so disregarded.  Securities so owned as described
in clause (iii) of

       


      
        
           


        

        
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      the immediately
preceding sentence which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right to act with respect to such Securities and that the pledgee is
not the Company, a Guarantor or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

       

      “Paying Agent”
means any Person authorized by the Company to pay the principal of and any
premium or interest on any Securities on behalf of the Company.

       

      “Periodic Offering”
means an offering of Securities of a series from time to time, the specific
terms of which Securities, including, without limitation, the rate or rates of
interest or formula for determining the rate or rates of interest thereon, if
any, the Stated Maturity or Stated Maturities thereof, the original issue date
or dates thereof, the redemption provisions, if any, with respect thereto, and
any other terms specified as contemplated by Section 3.1 with respect
thereto, are to be determined by the Company upon the issuance of such
Securities.

       

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

       

      “Place of Payment,”
when used with respect to the Securities of any series, means, unless otherwise
specifically provided for with respect to such series as contemplated by
Section 3.1, the office or agency of the Company and such other place or
places where, subject to the provisions of Section 10.2, the principal of
and any premium and interest on the Securities of that series are payable as
contemplated by Section 3.1.

       

      “Predecessor
Security” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authenticated and
delivered under Section 3.6 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security shall be deemed to evidence the same debt as
the mutilated, destroyed, lost or stolen Security.

       

      “Redemption Date,”
when used with respect to any Security to be redeemed, means the date fixed for
such redemption by or pursuant to this Indenture.

       

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

       

      “Regular Record
Date” for the interest payable on any Interest Payment Date on the Securities of
any series means the date specified for that purpose as contemplated by
Section 3.1.

       

      “Required Currency”
has the meaning specified in Section 1.18.

       

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

       

      “SEC” means the
Securities and Exchange Commission, as from time to time constituted, created
under the Exchange Act, or, if at any time after the execution of this
instrument such commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.

       


      
        
           


        

        
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      “Securities” has
the meaning stated in the first recital of this Indenture and more particularly
means any Securities authenticated and delivered under this
Indenture.

       

      “Securities
Guarantee” means each guarantee of the obligations of the Company under this
Indenture and the Securities by a Guarantor in accordance with the provisions
hereof.

       

      “Security Register”
and “Security Registrar” have the respective meanings specified in
Section 3.5.

       

      “Special Record
Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.7.

       

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

       

      “Trustee” means the
Person named as the “Trustee” in the first paragraph of this instrument until a
successor Trustee shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Trustee” shall mean or include each Person
who is then a Trustee hereunder, and if at any time there is more than one such
Person, “Trustee” as used with respect to the Securities of any series shall
mean the Trustee with respect to Securities of that series.

       

      “Trust Indenture
Act” means the Trust Indenture Act of 1939, as amended, as in force at the date
as of which this instrument was executed, except as provided in
Section 9.5; provided, however, that if the Trust
Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means,
to the extent required by any such amendment, the Trust Indenture Act of 1939 as
so amended.

       

      “U.S. Person” shall
have the meaning assigned to such term in Section 7701(a)(30) of the
Code.

       

      “U.S. Government
Obligations” means securities which are (a) direct obligations of the United
States for the payment of which its full faith and credit is pledged, or (b)
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States, the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States, and which
are not callable or redeemable at the option of the issuer thereof.

       

      “Vice President,”
when used with respect to the Company, the Guarantor or the Trustee, means any
vice president, regardless of whether designated by a number or a word or words
added before or after the title “vice president.”

       

      Section 1.2.  Incorporation by Reference
of Trust Indenture Act.

       

      Whenever this
Indenture refers to a provision of the Trust Indenture Act, the provision is
incorporated by reference in and made a part of this Indenture.  The
following Trust Indenture Act 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.

       


      
        
           


        

        
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      “obligor” on the
indenture securities means the Company, the Guarantor (if applicable) or any
other obligor on the indenture securities.

       

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

       

      Section 1.3. Compliance Certificates and
Opinions.

       

      Upon any
application or request by the Company or a Guarantor to the Trustee to take any
action under any provision of this Indenture, the Company or such Guarantor, as
the case may be, shall furnish to the Trustee an Officer’s Certificate stating
that all conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished except as required under
Section 314(c) of the Trust Indenture Act.

       

      Every certificate
or opinion with respect to compliance with a condition or covenant provided for
in this Indenture (except for certificates provided for in Section 10.5)
shall include:

       

      (a)      a
statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;

       

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

       

      (c)      a
statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether such covenant or condition has been complied
with; and

       

      (d)      a
statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.

       

      Section 1.4. Form of Documents Delivered
to Trustee.

       

      In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

       

      Any certificate or
opinion of an officer of the Company or a Guarantor may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows or, in the exercise of reasonable care,
should know that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are
erroneous.  Any such certificate or opinion of counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company or the Guarantor, as
the case may be, stating that the information with respect to such factual
matters is in the possession of the Company or the Guarantor, as the case may
be, unless such counsel knows that the certificate or opinion or representations
with respect to such matters are erroneous.

       


      
        
           


        

        
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      Where any Person is
required to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.

       

      Section 1.5. Acts of Holders; Record
Dates.

       

      (a)      Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed (either physically or by means of a facsimile or an electronic
transmission, provided
that such electronic transmission is transmitted through the facilities of a
Depositary) by such Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company or the
Guarantors.  Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act” of
the Holders signing such instrument or instruments.  Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 315 of
the Trust Indenture Act) conclusive in favor of the Trustee, the Company and, if
applicable, the Guarantors, if made in the manner provided in this
Section.

       

      (b)      The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof.  Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority.  The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems
sufficient.

       

      (c)      The
ownership, principal amount and serial numbers of Securities held by any Person,
and the date of commencement of such Person’s holding of same, shall be proved
by the Security Register.

       

      (d)      Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee, the Company or, if
applicable, the Guarantors in reliance thereon, regardless of whether notation
of such action is made upon such Security.

       

      (e)      Without
limiting the foregoing, a Holder entitled to give or take any action hereunder
with regard to any particular Security may do so with regard to all or any part
of the principal amount of such Security or by one or more duly appointed agents
each of which may do so pursuant to such appointment with regard to all or any
different part of such principal amount.

       

      (f)      The
Company may set any day as the record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided or permitted by this Indenture to be given or taken by Holders of
Securities of such series, but the Company shall have no obligation to do
so.  With regard to any record date set pursuant to this paragraph,
the Holders of Outstanding Securities of the relevant series on such record date
(or their duly appointed agents), and only such Persons, shall be entitled to
give or take the relevant action, regardless of whether such Holders remain
Holders after such record date.

       


      
        
           


        

        
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      Section 1.6. Notices, Etc., to Trustee, Company and
Guarantors.

       

      (a)           Any
notice or communication by the Company, any of the Guarantors or the Trustee to
the others is duly given if in writing and delivered in Person or mailed by
first class mail (registered or certified, return receipt requested), telecopier
or overnight air courier guaranteeing next day delivery, to the others’
address:

       

      If to the Company
and/or any Guarantor:

                TETRA Technologies,
Inc.

                24955 Interstate 45
North

                The Woodlands, Texas
77380

                Telephone: (281) 367-1983

                Facsimile: (281)
364-4346

                Attention:  Chief
Financial Officer

       

      with a copy
to:

                Andrews Kurth
LLP

                10001 Woodloch
Forest, Suite 200

                Houston, Texas
77380

                Telephone: (713)
220-4800

                Facsimile: (713)
220-4815

                Attention: William C.
McDonald

       

      If to the
Trustee:

                Wells Fargo Bank,
National Association

                Corporate Trust
Department

                1445 Ross Avenue, 2nd
Floor

                Dallas,
TX  75202-2812

                Telephone:  (214)
740-1573

                Facsimile:  (214)
777-4086

                Attention:  Patrick
Giordano, VP – Sr. Relationship Mgr.

       

      (b)           The
Company, the Guarantors or the Trustee, by notice to the others, may designate
additional or different addresses for subsequent notices or
communications.

       

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

       

      Section 1.7. Notice to Holders;
Waiver.

       

      Where this
Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder affected by such event,
at his address as it appears in the Security Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice.  In any case where notice to Holders is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other

       


      
        
           


        

        
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      Holders.  Any
notice mailed to a Holder in the manner herein prescribed shall be conclusively
deemed to have been received by such Holder, regardless of whether such Holder
actually receives such notice.

       

      Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such
notice.  Waivers of notice by Holders shall be filed with the Trustee,
but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

       

      In case it shall be
impracticable to give such notice by mail by reason of the suspension of regular
mail service or by reason of any other cause, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.

       

      Section 1.8. Conflict with Trust
Indenture Act.

       

      If any provision
hereof limits, qualifies or conflicts with a provision of the Trust Indenture
Act that is required under such Act to be a part of and govern this Indenture,
the provision of the Trust Indenture Act shall control.  If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the provision of the Trust
Indenture Act shall be deemed to apply to this Indenture as so modified or
excluded, as the case may be.

       

      Section 1.9. Effect of Headings and Table
of Contents.

       

      The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

       

      Section 1.10. Successors and
Assigns.

       

      All covenants and
agreements in this Indenture by each of the Company and the Guarantors shall
bind their respective successors and assigns, whether so expressed or
not.

       

      Section 1.11.
Separability
Clause.

       

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

       

      Section 1.12. Benefits of
Indenture.

       

      Nothing in this
Indenture or in the Securities or, if applicable, the Securities Guarantee,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder and the Holders any benefit or any legal or equitable
right, remedy or claim under this Indenture.

       

      Section 1.13. Force
Majeure.

       

      In no event shall
the Trustee be responsible or liable for any failure or delay in the performance
of its obligations hereunder arising out of or caused by, directly or
indirectly, forces beyond its control, including strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or
natural catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances.

       


      
        
           


        

        
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      Section 1.14. Waiver of Jury Trial.

       

      EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
INDENTURE.

       

      Section 1.15.  Governing
Law.

       

      THIS
INDENTURE, THE SECURITIES AND THE SECURITIES GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

       

      Section 1.16. Legal
Holidays.

       

      In any case where
any Interest Payment Date, Redemption Date or Stated Maturity of any Security
shall not be a Business Day at any Place of Payment, then (notwithstanding any
other provision of this Indenture or of the Securities or, if applicable, the
Securities Guarantee (other than a provision of the Securities of any series or,
if applicable, the Securities Guarantee that specifically states that such
provision shall apply in lieu of this Section 1.16)) payment of interest or
principal and any premium need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, and if payment is so made, no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be.

       

      Section 1.17. Securities in a Composite
Currency, Currency Unit or Foreign Currency.

       

      Unless otherwise
specified in a Board Resolution, Officer’s Certificate or indenture supplemental
hereto delivered pursuant to Section 3.1 of this Indenture with respect to
a particular series of Securities, whenever for purposes of this Indenture any
action may be taken by the Holders of a specified percentage in aggregate
principal amount of Securities of all series or all series affected by a
particular action at the time Outstanding and, at such time, there are
Outstanding Securities of any affected series which are denominated in a coin,
currency or currencies other than Dollars (including, but not limited to, any
composite currency, currency units or Foreign Currency), then the principal
amount of Securities of such series which shall be deemed to be Outstanding for
the purpose of taking such action shall be that amount of Dollars that could be
obtained for such amount at the Market Exchange Rate.  For purposes of
this Section 1.17, the term “Market Exchange Rate” shall mean the noon
Dollar buying rate in The City of New York for cable transfers of such currency
or currencies as published by the Federal Reserve Bank of New York, as of the
most recent available date.  If such Market Exchange Rate is not so
available for any reason with respect to such currency, the Trustee shall use,
in its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York as of the most recent available date, or
quotations or rates of exchange from one or more major banks in The City of New
York or in the country of issue of the currency in question, which for purposes
of Euros shall be Brussels, Belgium, or such other quotations or rates of
exchange as the Trustee shall deem appropriate.  The provisions of
this paragraph shall apply in determining the equivalent principal amount in
respect of Securities of a series denominated in a currency other than Dollars
in connection with any action taken by Holders of Securities pursuant to the
terms of this Indenture.

       

      All decisions and
determinations of the Trustee regarding the Market Exchange Rate or any
alternative determination provided for in the preceding paragraph shall be in
its sole discretion and shall, in the absence of manifest error, be conclusive
to the extent permitted by law for all purposes and irrevocably binding upon the
Issuer and all Holders.

       


      
        
           


        

        
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      Section 1.18. Payment in Required Currency; Judgment
Currency.

       

      Each of the Company
and the Guarantors agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or
interest on 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 accordance with normal
banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a Banking Day, then, to
the extent permitted by applicable law, the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the Banking Day next preceding the day on which final unappealable
judgment is entered and (b) its obligations under this Indenture to make
payments in the Required Currency (i) shall not be discharged or satisfied by
any tender, or any recovery pursuant to any judgment (regardless of whether
entered in accordance with subclause (a)), in any currency other than the
Required Currency, except to the extent that such tender or recovery shall
result in the actual receipt, by the payee, of the full amount of the Required
Currency expressed to be payable in respect of such payments, (ii) shall be
enforceable as an alternative or additional cause of action for the purpose of
recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture.

       

      Section 1.19. Language of Notices,
Etc.

       

      Any request,
demand, authorization, direction, notice, consent, waiver or Act required or
permitted under this Indenture shall be in the English language, except that any
published notice may be in an official language of the country of
publication.

       

      Section 1.20. Incorporators, Shareholders,
Officers and Directors of the Company and the Guarantors Exempt from Individual
Liability.

       

      No recourse under
or upon any obligation, covenant or agreement of or contained in this Indenture
or of or contained in any Security or, if applicable, the Securities Guarantee,
or for any claim based thereon or otherwise in respect thereof, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, shareholder, member, officer, manager, employee, partner or
director, as such, past, present or future, of the Company, any Guarantor or any
successor Person, either directly or through the Company, any Guarantor or any
successor Person, whether by virtue of any constitution, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise, it being
expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a part of the consideration for, the
execution of this Indenture and the issue of the Securities.

       

      ARTICLE TWO

      SECURITY
FORMS

       

      Section 2.1. Forms
Generally.

       

      The Securities of
each series and, if applicable, the notation thereon relating to the Securities
Guarantee, shall be in substantially the form set forth in this
Article Two, or in such other form or forms as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the

       


      
        
           


        

        
          13 


          
            

          

        

        
           


        

      


      rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities and, if applicable, the Securities Guarantee,
as evidenced by their execution thereof.

       

      The definitive
Securities shall be printed, lithographed or engraved on steel engraved borders
or may be produced in any other manner, all as determined by the officers
executing such Securities, as evidenced by their execution
thereof.  If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by an authorized officer or other authorized
person on behalf of the Company and delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 3.3 for the
authentication and delivery of such Securities.

       

      The forms of Global
Securities of any series shall have such provisions and legends as are customary
for Securities of such series in global form, including without limitation any
legend required by the Depositary for the Securities of such
series.

       

      Section 2.2.
Form of Face of
Security.

       

      [If the Security is an Original Issue
Discount Security and is not “publicly offered” within the meaning of Treasury
Regulations Section 1.1275-1(h), insert—FOR PURPOSES OF SECTION 1275 OF
THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY WAS
ISSUED WITH ORIGINAL ISSUE DISCOUNT, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT
IS [. . . . . . . .% OF ITS PRINCIPAL AMOUNT] [$. . . . PER $1,000 OF PRINCIPAL
AMOUNT], THE ISSUE DATE IS . . . . . ., 20. . . AND, THE YIELD TO MATURITY IS .
.. . . . . . . , COMPOUNDED [SEMIANNUALLY OR OTHER PROPER PERIOD].

       

      [In the alternative instead of
providing such legend, insert the following legend—FOR PURPOSES OF
SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED THIS
SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, AND. . . . . . . [THE NAME OR
TITLE AND ADDRESS OR TELEPHONE NUMBER OF A REPRESENTATIVE OF THE COMPANY] WILL,
BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE, PROMPTLY MAKE AVAILABLE TO
HOLDERS THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, THE YIELD TO
MATURITY AND ANY OTHER INFORMATION REQUIRED BY APPLICABLE TREASURY
REGULATIONS.]

       

      [Insert any other
legend required by the Code or the regulations thereunder.]

       

      [If a Global Security,—insert legend
required by Section 2.4 of the Indenture] [If applicable, insert —UNLESS THIS SECURITY IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]

       


      
        
           


        

        
          14 


          
            

          

        

        
           


        

      


      TETRA TECHNOLOGIES,
INC.

       

      [TITLE OF
SECURITY]

      
      

       

      
        	 No . . . . . .
      . 	  U.S. $. . . . .
      .


      

       

      [CUSIP
No.  ]

       

      TETRA Technologies,
Inc., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the “Company,” which term includes any successor or
resulting Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to .......... . . . . . . . . . . . . . . . . .
.. . . . ., or registered assigns, the principal sum of . . . .
................................................. United States Dollars on
......................................... [If the Security is to bear interest
prior to Maturity, insert—, and to pay interest thereon from . . . . . .
.. . . . or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on . . . . . . and . . . . . . in each
year, commencing . . . . . ., at the rate of . . . . % per annum, until the
principal hereof is paid or made available for payment [if applicable, insert—, and
at the rate of ___% per annum on any overdue principal and premium and on any
installment of interest (to the extent that the payment of such interest shall
be legally enforceable)].  The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the . . . . or . . . .
(regardless of whether a Business Day), as the case may be, next preceding such
Interest Payment Date.  Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

       

      [If the Security is not to bear
interest prior to Maturity, insert—The principal of this Security shall
not bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the overdue
principal of this Security shall bear interest at the rate of . . . .% per annum
(to the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such default in payment to the date payment
of such principal has been made or duly provided for.  Interest on any
overdue principal shall be payable on demand.  Any such interest on
any overdue principal that is not so paid on demand shall bear interest at the
rate of . . . . % per annum (to the extent that the payment of such interest
shall be legally enforceable), which shall accrue from the date of such demand
for payment to the date payment of such interest has been made or duly provided
for, and such interest shall also be payable on demand.]

       

      [If a Global Security,
insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any
such] interest on this Security will be made by transfer of immediately
available funds to a bank account in ___________ designated by the Holder in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts [state other
currency].]

       

      [If a Definitive Security,
insert—Payment of the principal of (and premium, if any) and [if applicable, insert—any
such] interest on this Security will be made at the office or agency of the
Company maintained for that purpose in _______________, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts] [state other currency] [or subject to any
laws or regulations applicable thereto and to the right of the Company
(as

       


      
        
           


        

        
          15 


          
            

          

        

        
           


        

      


      provided in the
Indenture) to rescind the designation of any such Paying Agent, at the [main]
offices of ________________ in _____________, or at such other offices or
agencies as the Company may designate, by [United States Dollar] [state other
currency] check drawn on, or transfer to a [United States Dollar] account
maintained by the payee with, a bank in The City of New York (so long as the
applicable Paying Agency has received proper transfer instructions in writing at
least ___ days prior to the payment date)] [if applicable, insert—; provided, however, that payment of
interest may be made at the option of the Company by [United States Dollar]
[state other currency] check mailed to the addresses of the Persons entitled
thereto as such addresses shall appear in the Security Register] [or by transfer
to a [United States Dollar] [state other currency] account maintained by the
payee with a bank in The City of New York [state other Place of Payment] (so
long as the applicable Paying Agent has received proper transfer instructions in
writing by the record date prior to the applicable Interest Payment
Date)].]

       

      Reference is hereby
made to the further provisions of this Security set forth on the reverse hereof,
which further provisions shall for all purposes have the same effect as if set
forth at this place.

       

      Unless the
certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

       

      IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed.

       

      Dated:

       

      TETRA TECHNOLOGIES,
INC.

      
 

      By:                                        
                                                               

      


      Section 2.3. Form of Reverse of
Security.

       

      This Security is
one of a duly authorized issue of senior securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an
Indenture, dated as of ______, 20__ (herein called the “Indenture”), between the
Company, the Guarantors, if any, and Wells Fargo Bank, National Association, as
Trustee (herein called the “Trustee”, which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Guarantors, if
any, the Trustee and the Holders of the Securities and of the terms upon which
the Securities are, and are to be, authenticated and delivered.  As
provided in the Indenture, the Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided or permitted.  This Security is one of the series designated
on the face hereof [, limited in aggregate principal amount to $ . . . . . . . .
.. .  ].

       

      This security is
the general, unsecured, senior obligation of the Company [if applicable, insert—and is
guaranteed pursuant to a guarantee (the “Securities Guarantee”) by [insert name of each
Guarantor] (the “Guarantors”).  The Securities Guarantee is the
general, unsecured, senior obligation of each Guarantor.]

       

      [If applicable, insert—The
Securities of this series are subject to redemption upon not less than ... days’
notice by mail, [if
applicable, insert, —(1) on . . . . . . . . . . .
.. . . in any year commencing with the year . . . . and ending with the year . .
.. . through operation of the sinking fund for this series at a Redemption
Price

       


      
        
           


        

        
          16 


          
            

          

        

        
           


        

      


      equal to 100% of
the principal amount, and (2) ] at any time [on or after . . . . . . . . . .,
20. . . ], as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the principal amount):
If redeemed [on or before . . . . . . . . . . . . . . . , . . . . . %, and if
redeemed] during the 12-month period beginning . . . . . . . . of the years
indicated,

       

      
        	
                Year

              	
                Redemption
      Price

              	
                Year

              	
                Redemption
      Price

              


      

       

      and thereafter at a
Redemption Price equal to . . . . . % of the principal amount, together in the
case of any such redemption [if applicable,
insert—(whether through operation of the sinking fund or otherwise)] with
accrued interest to the Redemption Date, but interest installments the Stated
Maturity of which is on or prior to such Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant record dates referred to on the face
hereof, all as provided in the Indenture.]

       

      [If applicable, insert—The
Securities of this series are subject to redemption upon not less than... nor
more than ... days’ notice by mail, (1) on . . . . . . . . in any year
commencing with the year . . . . and ending with the year . . . . through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at anytime [on or
after . . . . . . . . . . ], as a whole or in part, at the election of the
Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below:  If redeemed during the 12-month period
beginning . . . . . . . . . . . . . . of the years indicated,

       

      
        	
                Year

              	
                Redemption
      Price For Redemption Through Operation of the Sinking Fund

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

              


      

       

      and thereafter at a
Redemption Price equal to . . . . % of the principal amount, together in the
case of any such redemption (whether through operation of the sinking fund or
otherwise) with accrued interest to the Redemption Date, but interest
installments the Stated Maturity of which is on or prior to such Redemption Date
will be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant record dates
referred to on the face hereof, all as provided in the Indenture.]

       

      [If applicable,
insert—Notwithstanding the foregoing, the Company may not, prior to . . .
.. . . . . . ., redeem any Securities of this series as contemplated by [clause
(2) of] the preceding paragraph as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than . . . .% per
annum.]

       


      
        
           


        

        
          17 


          
            

          

        

        
           


        

      


      [If applicable, insert—The
sinking fund for this series provides for the redemption on . . . . . . . . . .
.. . in each year beginning with the year . . . . and ending with the year . . .
.. of [not less than] $ . . . . . . . . . . . . [ (“mandatory sinking fund”) and
not more than $ . . . . . . . . . . . . ] aggregate principal amount of
Securities of this series. [Securities of this series acquired or redeemed by
the Company otherwise than through [mandatory] sinking fund payments may be
credited against subsequent [mandatory] sinking fund payments otherwise required
to be made [If applicable,
insert­— in
the inverse order in which they become due].]

       

      [If the Securities are subject to
redemption in part of any kind, insert—In the event of redemption of this
Security in part only, a new Security or Securities of this series and of like
tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.]

       

      [If applicable, insert—The
Securities of this series are not redeemable prior to Stated
Maturity.]

       

      [If the Security is not an Original
Issue Discount Security,—If an Event of Default with
respect to Securities of this series shall occur and be continuing, the
principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.]

       

      [If the Security is an Original Issue
Discount Security,—If an Event of Default with
respect to Securities of this series shall occur and be continuing, an amount of
principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.  Such amount
shall be equal to —insert
formula for determining the amount.  Upon payment (i) of the
amount of principal so declared due and payable and (ii) of interest on any
overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and interest, if any,
on the Securities of this series shall terminate.]

       

      The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company [If applicable, insert—and the
Guarantors] and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company [If applicable, insert—and the
Guarantors] and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected.  The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company [If applicable, insert—and the
Guarantors]  with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences.  Any such consent
or waiver by the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, regardless of whether notation of such consent or waiver is made
upon this Security.

       

      No reference herein
to the Indenture and no provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on
this Security at the times, place(s) and rate, and in the coin or currency,
herein prescribed.

       

      [If a Global Security,
insert—This Global Security or portion hereof may not be exchanged for
Definitive Securities of this series except in the limited circumstances
provided in the Indenture.  The holders of beneficial interests in
this Global Security will not be entitled to receive physical delivery of
Definitive Securities except as described in the Indenture and will not be
considered the Holders thereof for any purpose under the
Indenture.]

       


      
        
           


        

        
          18 


          
            

          

        

        
           


        

      


      [If a Definitive Security,
insert—As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in [if applicable, insert—any
place where the principal of and any premium and interest on this Security are
payable] [if applicable,
insert—The City of New York [, or, subject to any laws or regulations
applicable thereto and to the right of the Company (limited as provided in the
Indenture) to rescind the designation of any such transfer agent, at the [main]
offices of _______________ in ________________ or at such other offices or
agencies as the Company may designate]], duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or
transferees.]

       

      The Securities of
this series are issuable only in registered form without coupons in
denominations of U.S. $ . . . . . . . . and any integral multiple
thereof.  As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.

       

      No service charge
shall be made for any such registration of transfer or exchange, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.

       

      Prior to due
presentment of this Security for registration of transfer, the Company, [If applicable, insert—any
Guarantor,] the Trustee and any agent of the Company [If applicable, insert—, a
Guarantor] or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, regardless of whether this
Security be overdue, and none of the Company, [If applicable, insert—the
Guarantors,] the Trustee nor any such agent shall be affected by notice to the
contrary.

       

      No recourse under
or upon any obligation, covenant or agreement of or contained in the Indenture
or of or contained in any Security, [If applicable, insert—, or
the Securities Guarantee endorsed thereon,] or for any claim based thereon or
otherwise in respect thereof, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, shareholder, member,
officer, manager or director, as such, past, present or future, of the Company
[If applicable,
insert—or any Guarantor] or of any successor Person, either directly or
through the Company [If
applicable, insert—or any Guarantor] or any successor Person, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment, penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released by the acceptance hereof and
as a condition of, and as part of the consideration for, the Securities and the
execution of the Indenture.

       

      The Indenture
provides that the Company [If
applicable, insert—and the Guarantors] (a) will be discharged from any
and all obligations in respect of the Securities (except for certain obligations
described in the Indenture), or (b) need not comply with certain
restrictive covenants of the Indenture, in each case if the Company [If applicable, insert—or a
Guarantor] deposits, in trust, with the Trustee money or U.S. Government
Obligations (or a combination thereof) which through the payment of interest
thereon and principal thereof in accordance with their terms will provide money,
in an amount sufficient to pay all the principal of and interest on the
Securities, but such money need not be segregated from other funds except to the
extent required by law.

       

      Except as otherwise
defined herein, all terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.

       

      [If a Definitive Security, insert as
a separate page—

       


      
        
           


        

        
          19 


          
            

          

        

        
           


        

      


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

       

      (Please Print or
Type Name and Address of Assignee)

       

      the within
instrument of TETRA Technologies, Inc. and does hereby irrevocably constitute
and appoint ___________________ Attorney to transfer said instrument on the
books of the within-named Company, with full power of substitution in the
premises.

       

      Please Insert
Social Security or Other Identifying Number of Assignee:

      
                                                                                  


       

      Dated:                                                                                                                          


                                                                                               
(Signature)

       

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

       

      [If a Security to which Article Fourteen has been made applicable, insert
the following Form of Notation on such Security relating to the Securities
Guarantee—

       

      Each of the
Guarantors (which term includes any successor Person in such capacity under the
Indenture), has fully, unconditionally and absolutely guaranteed, to the extent
set forth in the Indenture and subject to the provisions in the Indenture, the
due and punctual payment of the principal of, and premium, if any, and interest
on the Securities of this series and all other amounts due and payable under the
Indenture and the Securities of this series by the Company.

       

      The obligations of
the Guarantors to the Holders of Securities of this series and to the Trustee
pursuant to the Securities Guarantee and the Indenture are expressly set forth
in Article Fourteen of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Securities Guarantee.

       

      Guarantors:

      


      [NAME OF EACH GUARANTOR]

      


      By:           

                                                                           
]

      


      


      Section 2.4.
Global
Securities.

       

      Every Global
Security authenticated and delivered hereunder shall bear a legend in
substantially the following form:

       

      THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF.  THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE
DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

       


      
        
           


        

        
          20 


          
            

          

        

        
           


        

      


      EVERY
SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN
EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO
THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

       

      If Securities of a
series are issuable in whole or in part in the form of one or more Global
Securities, as specified as contemplated by Section 3.1, then,
notwithstanding clause (i) of Section 3.1 and the provisions of
Section 3.2, any Global Security shall represent such of the Outstanding
Securities of such 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 the case
may be, to reflect exchanges.  Any endorsement of a Global Security to
reflect the amount, or any reduction or increase in the amount, of Outstanding
Securities represented thereby shall be made in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in
a Company Order.  Subject to the provisions of Section 3.3,
Section 3.4 and Section 3.5, the Trustee shall deliver and redeliver
any Global Security in the manner and upon instructions given by the Person or
Persons specified therein or in the applicable Company Order.  Any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Global Security shall be in a Company Order (which need not
comply with Section 1.3 and need not be accompanied by an Opinion of
Counsel).

       

      The provisions of
the last sentence of Section 3.3 shall apply to any Security represented by
a Global Security if such Security was never issued and sold by the Company and
the Company delivers to the Trustee the Global Security together with a Company
Order (which need not comply with Section 1.3 and need not be accompanied
by an Opinion of Counsel) with regard to the reduction or increase, as the case
may be, in the principal amount of Securities represented thereby, together with
the written statement contemplated by the last sentence of
Section 3.3.

       

      Section 2.5. Form of Trustee’s
Certificate of Authentication.

       

      The Trustee’s
certificate(s) of authentication shall be in substantially the following
form:

       

      This is one of the
Securities of the series designated [insert title of applicable
series] referred to in the within-mentioned Indenture.

       

      Wells Fargo Bank,
National Association, as Trustee

      
 

      By:                                                                           

           Authorized
Officer

      


      ARTICLE THREE

      THE
SECURITIES

       

      Section 3.1. Amount Unlimited; Issuable
in Series.

       

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

       

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

       


      
        
           


        

        
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 (a)      the title of the Securities of the
series (which shall distinguish the Securities of the series from all other
Securities and which may be part of a series of Securities previously
issued);

       

      (b)      any
limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 3.4,
Section 3.5, Section 3.6, Section 9.6 or Section 11.7 and
except for any Securities which, pursuant to Section 3.3, are deemed never
to have been authenticated and delivered hereunder);

       

      (c)      the
Person to whom any interest on a Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest;

       

      (d)      the
date or dates on which the principal of the Securities of the series is payable
or the method of determination thereof;

       

      (e)      the
rate or rates at which the Securities of the series shall bear interest, if any,
or the formula, method or provision pursuant to which such rate or rates are
determined, the date or dates from which such interest shall accrue or the
method of determination thereof, the Interest Payment Dates on which such
interest shall be payable and the Regular Record Date for the interest payable
on any Interest Payment Date;

       

      (f)      the
place or places where, subject to the provisions of Section 10.2, the
principal of and any premium and interest on Securities of the series shall be
payable, Securities of the series may be surrendered for registration of
transfer, Securities of the series may be surrendered for exchange, and notices
and demands to or upon the Company in respect of the Securities of the series
and this Indenture may be served;

       

      (g)      the
period or periods within which, the price or prices at which and the terms and
conditions upon which Securities of the series may be redeemed, in whole or in
part, at the option of the Company;

       

      (h)      the
obligation, if any, of the Company to redeem or purchase 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 at
which and the terms and conditions upon which Securities of the series shall be
redeemed or purchased, in whole or in part, pursuant to such
obligation;

       

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

       

      (j)      whether
payment of principal of and premium, if any, and interest, if any, on the
Securities of the series shall be without deduction for taxes, assessments or
governmental charges paid by Holders of the series;

       

      (k)      if
other than the principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of acceleration
of the Maturity thereof pursuant to Section 5.2;

       

      (l)      if
the amount of payments of principal of and any premium or interest on the
Securities of the series may be determined with reference to an index, the
manner in which such amounts shall be determined;

       


      
        
           


        

        
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(m)     if and as applicable, that the Securities of the
series shall be issuable in whole or in part in the form of one or more Global
Securities and, in such case, the Depositary or Depositaries for such Global
Security or Global Securities and any circumstances other than those set forth
in Section 3.5 in which any such Global Security may be transferred to, and
registered and exchanged for Securities registered in the name of, a Person
other than the Depositary for such Global Security or a nominee thereof and in
which any such transfer may be registered;

       

      (n)      any
deletions from, modifications of or additions to the Events of Default set forth
in Section 5.1 or the covenants of the Company set forth in
Article Ten with respect to the Securities of such series;

       

      (o)           whether
and under what circumstances the Company will pay additional amounts on the
Securities of the series held by a Person who is not a U.S. Person in respect of
any tax, assessment or governmental charge withheld or deducted and, if so,
whether the Company will have the option to redeem the Securities of the series
rather than pay such additional amounts;

       

      (p)      if
the Securities of the series are to be issuable in definitive form (whether upon
original issue or upon exchange of a temporary Security of such series) only
upon receipt of certain certificates or other documents or satisfaction of other
conditions, the form and terms of such certificates, documents or
conditions;

       

      (q)      if
the Securities of the series are to be convertible into or exchangeable for any
other security or property of the Company, including, without limitation,
securities of another Person held by the Company or its Affiliates and, if so,
the terms thereof;

       

      (r)      if
other than as provided in Section 13.2 and Section 13.3, the means of
Legal Defeasance or Covenant Defeasance as may be specified for the Securities
of the series;

       

      (s)      if
other than the Trustee, the identity of the initial Security Registrar and any
initial Paying Agent;

       

      (t)      whether
the Securities of the series will be guaranteed pursuant to the Securities
Guarantee set forth in Article Fourteen, any modifications to the terms of
Article Fourteen applicable to the Securities of such series and the
applicability of any other guarantees; and

       

      (u)      any
other terms of the series (which terms shall not be inconsistent with 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 3.3) set forth, or determined in
the manner provided, in the Officer’s Certificate referred to above or in any
such indenture supplemental hereto.

       

      All Securities of
any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
increases in the aggregate principal amount of such series of Securities and
issuances of additional Securities of such series or for the establishment of
additional terms with respect to the Securities of such series.

       

      If any of the terms
of the series are established by action taken by or pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
an authorized officer or other authorized person on behalf of the Company and,
if applicable, the Guarantors and delivered to the tee at or prior to the
delivery of the Officer’s Certificate setting forth, or providing the manner for
determining, the terms of the series.

       


      
        
           


        

        
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      With respect to
Securities of a series subject to a Periodic Offering, such Board Resolution or
Officer’s Certificate may provide general terms for Securities of such series
and provide either that the specific terms of particular Securities of such
series shall be specified in a Company Order or that such terms shall be
determined by the Company and, if applicable, the Guarantors or one or more
agents thereof designated in an Officer’s Certificate, in accordance with a
Company Order.

       

      Section 3.2.
Denominations.

       

      The Securities of
each series shall be issuable in registered form without coupons in such
denominations as shall be specified as contemplated by
Section 3.1.  In the absence of any such provisions with respect
to the Securities of any series, the Securities of such series shall be issuable
in denominations of $1,000 and any integral multiple thereof.

       

      Section 3.3. Execution, Authentication,
Delivery and Dating.

       

      The Securities
shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, its Chief Financial Officer or any of
its Vice Presidents and need not be attested.  The signature of any of
these officers on the Securities may be manual or facsimile.  Any
Securities Guarantee endorsed on the Securities shall be executed on behalf of
the applicable Guarantor by its Chairman of the Board, its Chief Executive
Officer, its President, its Chief Financial Officer or any of its Vice
Presidents and need not be attested.  The signature of any of these
officers on any endorsement of the Securities Guarantee may be manual or
facsimile.

       

      Securities and any
endorsement of a Securities Guarantee bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the Company or a
Guarantor, as the case may be, shall bind the Company or such Guarantor, as the
case may be, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

       

      At any time and
from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that in the case of
Securities offered in a Periodic Offering, the Trustee shall authenticate and
deliver such Securities from time to time in accordance with such other
procedures (including, without limitation, the receipt by the Trustee of oral or
electronic instructions from the Company or its duly authorized agents,
thereafter promptly confirmed in writing) acceptable to the Trustee as may be
specified by or pursuant to a Company Order delivered to the Trustee prior to
the time of the first authentication of Securities of such series.  If
the forms or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Section 2.1 and
Section 3.1, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive such documents as it may reasonably
request.  The Trustee shall also be entitled to receive, and (subject
to Section 6.1) shall be fully protected in relying upon, an Opinion of
Counsel stating:

       

      (a)      if
the form or forms of such Securities has been established in or pursuant to a
Board Resolution as permitted by Section 2.1, that each such form has been
established in conformity with the provisions of this Indenture;

       

      (b)     
if the terms of such Securities have been, or in the case of Securities of a
series offered in a Periodic Offering will be, established in or pursuant to a
Board Resolution as permitted by Section 3.1, that such terms have been, or
in the case of Securities of a series offered in a Periodic Offering will be,
established in conformity with the provisions of this Indenture, 

       

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      subject, in the
case of Securities of a series offered in a Periodic Offering, to any conditions
specified in such Opinion of Counsel; and

       

      (c)      that
such Securities when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions and assumptions
specified in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company and, if applicable, the Guarantors, enforceable in
accordance with their terms, subject to the following limitations: (i)
bankruptcy, insolvency, moratorium, reorganization, liquidation, fraudulent
conveyance or transfer and other similar laws of general applicability relating
to or affecting the enforcement of creditors’ rights, or to general equity
principles, (ii) the availability of equitable remedies being subject to the
discretion of the court to which application therefor is made; and (iii) such
other usual and customary matters as shall be specified in such Opinion of
Counsel.

       

      If such form or
forms or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee’s own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.

       

      Notwithstanding the
provisions of Section 3.1 and of the preceding paragraph, if all Securities
of a series are not to be originally issued at one time, it shall not be
necessary to deliver the Officer’s Certificate otherwise required pursuant to
Section 3.1 or the Company Order and Opinion of Counsel otherwise required
pursuant to such preceding paragraph at or prior to the time of authentication
of each Security of such series if such documents are delivered at or prior to
the authentication upon original issuance of the first Security of such series
to be issued.

       

      With respect to
Securities of a series offered in a Periodic Offering, the Trustee may rely, as
to the authorization by the Company of any of such Securities, on the form or
forms and terms thereof and the legality, validity, binding effect and
enforceability thereof, upon the Opinion of Counsel and the other documents
delivered pursuant to Section 2.1 and Section 3.1 and this Section, as
applicable, in connection with the first authentication of Securities of such
series.

       

      Each Security shall
be dated the date of its authentication.

       

      No Security, nor
any Securities Guarantee endorsed thereon, shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of authentication substantially in the
form provided for herein executed by the Trustee by manual signature of an
authorized officer, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits of this
Indenture.  Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.9, for all purposes of this Indenture
such Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this
Indenture.

       

      Section 3.4.
Temporary
Securities.

       

      Pending the
preparation of Definitive Securities of any series, the Company may execute, and
upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the Definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.

       


      
        
           


        

        
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      If temporary
Securities of any series are issued, the Company will cause Definitive
Securities of that series to be prepared without unreasonable
delay.  After the preparation of Definitive Securities of such series,
the temporary Securities of such series shall be exchangeable for Definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder.  Upon surrender for cancellation
of any one or more temporary Securities of any series the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of Definitive Securities of the same series and tenor of
authorized denominations.  Until so exchanged the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as Definitive Securities of such series.

       

      Section 3.5. Registration, Registration
of Transfer and Exchange.

       

      The Company shall
cause to be kept at the office or agency of the Company in a Place of Payment
required by Section 10.2 a register (the register maintained in such office
being herein sometimes referred to as the “Security Register”) in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of transfers of
Securities.  The Trustee is hereby appointed as the initial “Security
Registrar” for the purpose of registering Securities and transfers of Securities
as herein provided, and its corporate trust office, which, at the date hereof,
is located at 1445 Ross Avenue – 2nd Floor, Corporate Trust Department,
Dallas, Texas 75202-2812, is the initial office or agency where the Securities
Register will be maintained.  The Company may at any time replace such
Security Registrar, change such office or agency or act as its own Security
Registrar.  The Company will give prompt written notice to the Trustee
of any change of the Security Registrar or of the location of such office or
agency.

       

      Upon surrender for
registration of transfer of any Security of any series at the office or agency
maintained pursuant to Section 10.2 for such purpose, the Company and, if
applicable, the Guarantors shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities, with an endorsement of the Securities Guarantee, if applicable,
executed by the Guarantors, of the same series and tenor, of any authorized
denominations and of a like aggregate principal amount.

       

      At the option of
the Holder, Securities of any series (except a Global Security) may be exchanged
for other Securities of the same series and tenor, of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Securities to be exchanged at such office or agency.  Whenever any
Securities are so surrendered for exchange, the Company and, if applicable, the
Guarantors shall execute and the Trustee shall authenticate and deliver, the
Securities, with an endorsement of the Securities Guarantee, if applicable,
executed by the Guarantors, which the Holder making the exchange is entitled to
receive.

       

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

       

      Every Security
presented or surrendered for registration of transfer or for exchange shall (if
so required by the Company or the Trustee) be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed, by the Holder thereof or his attorney duly
authorized in writing.

       


      
        
           


        

        
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      No service charge
shall be made for any registration of transfer or exchange of Securities, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to
Section 3.4, Section 9.6 or Section 11.7 not involving any
transfer.

       

      The Company shall
not be required (a) to issue, register the transfer of or exchange Securities of
any series during a period beginning at the opening of business 15 days before
the day of the mailing of a notice of redemption of Securities of that series
selected for redemption under Section 11.3 and ending at the close of
business on the day of such mailing, or (b) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.

       

      Notwithstanding any
other provisions of this Indenture and except as otherwise specified with
respect to any particular series of Securities as contemplated by
Section 3.1, a Global Security representing all or a portion of the
Securities of a series may not be transferred, except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.  Every Security authenticated
and delivered upon registration of, transfer of, or in exchange for or in lieu
of, a Global Security shall be a Global Security except as provided in the two
paragraphs immediately following.

       

      If at any time the
Depositary for any Securities of a series represented by one or more Global
Securities notifies the Company that it is unwilling or unable to continue as
Depositary for such Securities or if at any time the Depositary for such
Securities shall no longer be eligible to continue as Depositary under
Section 3.1 or ceases to be a clearing agency registered under the Exchange
Act, the Company shall appoint a successor Depositary with respect to such
Securities.  If a successor Depositary for such Securities is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company’s election pursuant to
Section 3.1 that such Securities be represented by one or more Global
Securities shall no longer be effective and the Company and, if applicable, the
Guarantors will execute and the Trustee, upon receipt of a Company Order for the
authentication and delivery of Definitive Securities of such series, will
authenticate and deliver, Securities, with an endorsement of the Securities
Guarantee, if applicable, executed by the Guarantors, of such series in
definitive registered form without coupons, in any authorized denominations, in
an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such Securities in exchange for such Global
Security or Securities registered in the names of such Persons as the Depositary
shall direct.

       

      The Company may at
any time and in its sole discretion determine that the Securities of any series
issued in the form of one or more Global Securities shall no longer be
represented by a Global Security or Securities.  In such event, the
Company and, if applicable, the Guarantors will execute and the Trustee, upon
receipt of a Company Order for the authentication and delivery of Definitive
Securities of such series, will authenticate and deliver, Securities, with an
endorsement of the Securities Guarantee, if applicable, executed by the
Guarantors, of such series in definitive registered form without coupons, in any
authorized denominations, in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such
Securities in exchange for such Global Security or Securities registered in the
names of such Persons as the Depositary shall direct.

       

      If specified by the
Company pursuant to Section 3.1 with respect to Securities represented by a
Global Security, the Depositary for such Global Security may surrender such
Global Security in exchange in whole or in part for Securities of the same
series and tenor in definitive registered form on such terms as are acceptable
to the Company, the Trustee and such Depositary.  Thereupon, the
Company and, if applicable, the Guarantors shall execute, and the Trustee, upon
receipt of a Company Order for the authentication and
delivery of Securities in definitive registered form, shall authenticate and
deliver, without service charge:

       


      
        
           


        

        
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      (i)           to
the Person specified by such Depositary a new Security or Securities, with an
endorsement of the Securities Guarantee, if applicable, executed by the
Guarantors, of the same series and tenor, of any authorized denominations as
requested by such Person, in an aggregate principal amount equal to and in
exchange for such Person’s beneficial interest in the Global Security;
and

      


      (ii)           to
such Depositary a new Global Security, with an endorsement of the Securities
Guarantee, if applicable, executed by the Guarantors, in a denomination equal to
the difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of Securities authenticated and
delivered pursuant to clause (i) above.

      


      Every Person who
takes or holds any beneficial interest in a Global Security agrees
that:

       

      (A)           the
Company, the Guarantors (if applicable) and the Trustee may deal with the
Depositary as sole owner of the Global Security and as the authorized
representative of such Person;

      


      (B)           such
Person’s rights in the Global Security shall be exercised only through the
Depositary and shall be limited to those established by law and agreement
between such Person and the Depositary and/or direct and indirect participants
of the Depositary;

      


      (C)           the
Depositary and its participants make book-entry transfers of beneficial
ownership among, and receive and transmit distributions of the principal of (and
premium, if any) and interest on the Global Securities to, such Persons in
accordance with their own procedures; and

      


      (D)           none
of the Company,  the Guarantors (if applicable), the Trustee, nor any
agent of any of them will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

      


      Section 3.6. Mutilated, Destroyed, Lost
and Stolen Securities.

       

      If any mutilated
Security is surrendered to the Trustee, together with, in proper cases, such
security or indemnity as may be required by the Company, the Guarantors (if
applicable) or the Trustee to save each of them and any agent of any of them
harmless, the Company and, if applicable, the Guarantors shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security, with
an endorsement of the Securities Guarantee, if applicable, executed by the
Guarantors, of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

       

      If there shall be
delivered to the Company, the Guarantors (if applicable) and the Trustee
(a) evidence to their satisfaction of the destruction, loss or theft of any
Security and (b) such security or indemnity as may be required by them to save
each of them and any agent of any of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company and, if applicable, the Guarantors shall
execute and the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security, with an endorsement of the
Securities Guarantee, if applicable, executed by the Guarantors, of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

       


      
        
           


        

        
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      In case any such
mutilated, destroyed, lost or stolen Security has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new
Security, pay such Security.

       

      Upon the issuance
of any new Security under this Section, the Company may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of
the Trustee) connected therewith.

       

      Every new Security
of any series issued pursuant to this Section in lieu of any destroyed, lost or
stolen Security shall constitute an original additional contractual obligation
of the Company and, if applicable, the Guarantors, regardless of whether the
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued
hereunder.

       

      The provisions of
this Section are exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities.

       

      Section 3.7. Payment of Interest;
Interest Rights Preserved.

       

      Except as otherwise
provided as contemplated by Section 3.1 with respect to any series of
Securities, interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such
interest.

       

      Any interest on any
Security of any series which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Holder on the relevant Regular Record
Date by virtue of having been such Holder, and such Defaulted Interest may be
paid by the Company, at its election in each case, as provided in clause (a) or
(b) below:

       

      (a)      The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner.  The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Security of such series and
the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause
provided.  Thereupon, the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than 15 days and
not less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed
payment.  The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to each Holder
of Securities of such series at his address as it appears in the Security
Register, not less than 10 days prior to such Special Record
Date.  Notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of business
on such Special Record Date and shall no longer be payable pursuant to the
following clause (b).

       

      (b)     
The Company may make payment of any Defaulted Interest on the Securities of any
series in any other lawful manner not inconsistent with the requirements of any
securities exchange on which such Securities may be listed, and upon such notice
as may be required by such exchange, if, after notice given by the Company to
the Trustee of the proposed payment pursuant to this clause, such manner of
payment shall be deemed practicable by the Trustee.

       


      
        
           


        

        
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      Subject to the
foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

       

      Section 3.8. Persons Deemed
Owners.

       

      Except as otherwise
provided as contemplated by Section 3.1 with respect to any series of
Securities, prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and, if applicable, the Guarantors and any agent
thereof may treat the Person in whose name such Security is registered as the
owner of such Security for the purpose of receiving payment of principal of and
any premium and (subject to Section 3.5 and Section 3.7) any interest
on such Security and for all other purposes whatsoever, regardless of whether
such Security be overdue, and none of the Company, the Trustee nor, if
applicable, the Guarantors nor any agent of any of them shall be affected by
notice to the contrary.

       

      No holder of any
beneficial interest in any Global Security held on its behalf by a Depositary
shall have any rights under this Indenture with respect to such Global Security,
and such Depositary may be treated by the Company, the Trustee, and, if
applicable, the Guarantors and any agent of thereof as the owner of such Global
Security for all purposes whatsoever.

       

      Section 3.9.
Cancellation.

       

      All Securities
surrendered for payment, redemption, registration of transfer or exchange or for
credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and shall be promptly
canceled by it.  The Company may at any time deliver to the Trustee
for cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee.  No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture.  All canceled
Securities held by the Trustee shall be disposed of in accordance with its
customary practices, and the Trustee shall thereafter deliver to the Company a
certificate with respect to such disposition from time to time upon written
request.

       

      Section 3.10. Computation of
Interest.

       

      Except as otherwise
specified as contemplated by Section 3.1 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a
year of twelve 30-day months.

       

      Section 3.11.
CUSIP or CINS
Numbers.

       

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

       


      
        
           


        

        
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      ARTICLE FOUR

      SATISFACTION AND
DISCHARGE

       

      Section 4.1. Satisfaction and Discharge
of Indenture.

       

      This Indenture
shall cease to be of further effect and will be discharged with respect to the
Securities of any series (except as to any surviving rights of registration of
transfer or exchange of Securities and certain rights of the Trustee, in each
case, herein expressly provided for), and the Trustee, upon Company Request and
at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to such Securities,
when:

       

      (a)      either:

       

      (i)           all
such Securities theretofore authenticated and delivered (other than
(A) such Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 3.6, and (B) such
Securities for the payment of which money has theretofore been deposited in
trust or segregated and held in trust by the Company and thereafter repaid to
the Company or discharged from such trust, as provided in Section 10.3)
have been delivered to the Trustee for cancellation; or

       

      (ii)           all
such Securities not theretofore delivered to the Trustee for
cancellation:

       

      (A)           have
become due and payable; or

       

      (B)           will
become due and payable at their Stated Maturity within one year; or

       

      (C)           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 the Company, in
the case of (ii)(A), (B) or (C) above, has deposited or caused to be deposited
with the Trustee as trust funds in trust for such purpose an amount sufficient
to pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal (and premium, if any)
and interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be, together with instructions from the Company irrevocably directing
the Trustee to apply such funds to the payment thereof at maturity or
redemption, as the case may be;

       

      (b)      the
Company has paid or caused to be paid all other sums payable hereunder by the
Company with respect to such Securities; and

       

      (c)      the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, which, taken together, state that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture with
respect to such Securities have been complied with.

       

      Notwithstanding the satisfaction and
discharge of this Indenture with respect to the Securities of any series, (x)
the obligations of the Company to the Trustee under Section 6.7, the
obligations of the Trustee to any Authenticating Agent under Section 6.14
and the right of the Trustee to resign under Section 6.10 shall survive,
and (y) if money shall have been deposited with the Trustee pursuant to clause
(a) of this 

       


      
        
           


        

        
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      Section, the
obligations of the Company and the Trustee under Section 4.2,
Section 6.6, Section 10.2 and the last paragraph of Section 10.3
shall survive.

       

      Section 4.2.
Application of Trust
Money.

       

      Subject to the
provisions of the last paragraph of Section 10.3, all money deposited with
the Trustee pursuant to Section 4.1 shall be held in trust and applied by
it, in accordance with the provisions of the Securities and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and any premium and interest for the payment
of which such money has been deposited with the Trustee.

       

      ARTICLE FIVE

      REMEDIES

       

      Section 5.1. Events of
Default.

       

      “Event of Default,”
wherever used herein with respect to Securities of any series, means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

       

      (a)      default
in the payment of any interest upon any Security of that series when it becomes
due and payable, and continuance of such default for a period of 30 days;
or

       

      (b)      default
in the payment of the principal of (or premium, if any, on) any Security of that
series at its Maturity; or

       

      (c)      default
in the performance, or breach, of any covenant set forth in Article Ten in
this Indenture (other than a covenant a default in the performance of which or
the breach of which is elsewhere in this Section specifically dealt with or
which has expressly been included in this Indenture solely for the benefit of
series of Securities other than that series), and continuance of such default or
breach for a period of 90 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding Securities
of that series a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or

       

      (d)      default
in the performance, or breach, of any covenant in this Indenture (other than a
covenant in Article Ten or any other covenant a default in the performance
of which or the breach of which is elsewhere in this Section specifically dealt
with or which has expressly been included in this Indenture solely for the
benefit of series of Securities other than that series), and continuance of such
default or breach for a period of 180 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a
“Notice of Default” hereunder; or the Company
pursuant to or within the meaning of any Bankruptcy Law (i) commences a
voluntary case, (ii) consents to the entry of any order for relief against it in
an involuntary case, (iii) consents to the appointment of a Custodian of it or
for all or substantially all of its property, or (iv) makes a general assignment
for the benefit of its creditors; or

         

                   
(e)      the Company
pursuant to or within the meaning of any Bankruptcy Law (i) commences a
voluntary case, (ii) consents to the entry of any order for relief against it in
an involuntary case, (iii) consents to the appointment of a Custodian of it or
for all or substantially all of its property, or (iv) makes a general assignment
for the benefit of its creditors; or

      

       


      
        
           


        

        
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      (f)      a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that (i) is for relief against the Company in an involuntary case, (ii)
appoints a Custodian of the Company or for all or substantially all of its
property, or (iii) orders the liquidation of the Company; and the order or
decree remains unstayed and in effect for 60 consecutive days; or

       

      (g)      default
in the deposit of any sinking fund payment when due; or

       

      (h)      any
other Event of Default provided with respect to Securities of that series in
accordance with Section 3.1.

       

      Section 5.2.
Acceleration of
Maturity; Rescission and Annulment.

       

      If an Event of
Default with respect to Securities of any series at the time Outstanding occurs
and is continuing, then in every such case the Trustee or the Holders of 25% in
aggregate principal amount of the Outstanding Securities of that series may
declare the principal amount (or, if the Securities of that series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) of all of the Securities of that series
to be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and
payable.  Notwithstanding the foregoing, if an Event of Default
specified in clause (e) or (f) of Section 5.1 occurs, the Securities of any
series at the time Outstanding shall be due and payable immediately without
further action or notice.

       

      At any time after
such a declaration of acceleration with respect to Securities of any series has
been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article Five provided, the
Holders of a majority in principal amount of the Outstanding Securities of that
series, by written notice to the Company and the Trustee, may rescind and annul
such declaration and its consequences if:

       

      (a)      the
Company or, if applicable, one or more of the Guarantors has paid or deposited
with the Trustee a sum sufficient to pay:

       

      (i)           all
overdue interest on all Securities of that series;

       

      (ii)           the
principal of (and premium, if any, on) any Securities of that series which have
become due otherwise than by such declaration of acceleration and any interest
thereon at the rate or rates prescribed therefor in such
Securities;

       

      (iii)           to
the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor in such Securities;
and

       

      (iv)           all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel;
and

       

      (b)      all
Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 5.13.

       

      No such rescission shall affect any
subsequent default or impair any right consequent thereon.

       


      
        
           


        

        
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      Section 5.3. Collection of Indebtedness
and Suits for Enforcement by Trustee.

       

      The Company
covenants that if:

       

      (a)      default
is made in the payment of any installment of interest on any Security when such
interest becomes due and payable and such default continues for a period of 30
days; or

       

      (b)      default
is made in the payment of the principal of (or premium, if any, on) any Security
at the Maturity thereof,

       

      the Company will,
upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for
principal and any premium and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and any
premium and on any overdue interest, at the rate or rates prescribed therefor in
such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

       

      If the Company
fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding for
the collection of the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree and may enforce the same against the Company or, if
applicable, the Guarantors or any other obligor upon such Securities and collect
the moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Company or, if applicable, the Guarantors or any other
obligor upon such Securities, wherever situated.

       

      If an Event of
Default with respect to Securities of any series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the
rights of the Holders of Securities of such series by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.

       

      Section 5.4. Trustee May File Proofs of
Claim.

       

      In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or, if applicable, any Guarantor or any other
obligor upon the Securities, their property or their creditors, the Trustee
(irrespective of whether the principal of the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company or, if applicable,
the Guarantors for the payment of overdue principal or interest) shall be
entitled and empowered, by intervention in such proceeding or
otherwise:

       

      (a)      to
file and prove a claim for the whole amount of principal (and premium, if any)
and interest owing and unpaid in respect of the Securities and to file such
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
of the Holders allowed in such judicial proceeding; and

       

                
 (b)     
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same;

       


      
        
           


        

        
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      and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, if the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.7.

       

      No provision of
this Indenture shall be deemed to authorize the Trustee to authorize or consent
to or accept or adopt on behalf of any Holder any plan of reorganization,
compromise, arrangement, adjustment or composition affecting the Securities or,
if applicable, the Securities Guarantee or the rights of any Holder thereof or
to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding; provided, however, that the Trustee
may, on behalf of the Holders, vote for the election of a trustee in bankruptcy
or similar official and be a member of a creditors’ or other similar
committee.

       

      Section 5.5. Trustee May Enforce Claims
Without Possession of Securities.

       

      All rights of
action and claims under this Indenture or the Securities may be prosecuted and
enforced by the Trustee without the possession of any of the Securities or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Securities in respect of which such judgment has been
recovered.

       

      Section 5.6.
Application of Money
Collected.

       

      Any money collected
by the Trustee pursuant to this Article Five shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or any premium or interest,
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

       

      FIRST: To the
payment of all amounts due the Trustee under Section 6.7;

       

      SECOND: To the
payment of the amounts then due and unpaid for principal of and any premium and
interest on the Securities in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Securities for principal and
any premium and interest, respectively; and

       

      THIRD: The balance,
if any, to the Company.

       

      Section 5.7.
Limitation on
Suits.

       

      No Holder of any
Security of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture (including, if applicable,
the Securities Guarantee), or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless:

       

      (a)      such
Holder has previously given written notice to the Trustee of a continuing Event
of Default with respect to the Securities of that series;

       

      (b)      the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;

       

      (c)     
such Holder or Holders have offered to the Trustee reasonable indemnity against
the costs, expenses and liabilities to be incurred in compliance with such
request;

       


      
        
           


        

        
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      (d)      the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and

       

      (e)      no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of
the Outstanding Securities of that series;

       

      it being understood
and intended that no one or more of such Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture
to affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all such
Holders.

       

      Section 5.8. Unconditional Right of
Holders to Receive Principal, Premium and Interest.

       

      Notwithstanding any
other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional (subject to Section 3.7 and
Section 9.2), to receive payment of the principal of and any premium
and  interest on such Security on the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

       

      Section 5.9. Restoration of Rights and
Remedies.

       

      If the Trustee or
any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Guarantors, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

       

      Section 5.10.
Rights and Remedies
Cumulative.

       

      Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.6, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise.  The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

       

      Section 5.11.
Delay or Omission Not
Waiver.

       

      To fullest extent
permitted by applicable law, no delay or omission of the Trustee or of any
Holder of any Securities to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein.  Every right and
remedy given by this Article Five or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

       


      
        
           


        

        
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      Section 5.12. Control by Holders.

       

      The Holders of not
less than a majority in principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of such
series; provided, however, that:

       

      (a)      such
direction shall not be in conflict with any rule of law or with this
Indenture;

       

      (b)      the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction; and

       

      (c)      subject
to the provisions of Section 6.1, the Trustee shall have the right to
decline to follow any such direction if the Trustee in good faith shall
determine that the proceeding so directed would involve the Trustee in personal
liability.

       

      Section 5.13. Waiver of Past
Defaults.

       

      By written notice
to the Company and the Trustee, the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on behalf of
the Holders of all the Securities of such series waive any past default
hereunder with respect to such series and its consequences, except:

       

      (a)      a
continuing default in the payment of the principal of or any premium or interest
on any Security of such series; or

       

      (b)      a
default in respect of a covenant or provision hereof which under
Article Nine cannot be modified or amended without the consent of the
Holder of each Outstanding Security of such series affected.

       

      Upon any such
waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture, but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.

       

      Section 5.14.
Undertaking for
Costs.

       

      All parties to this
Indenture agree, and each Holder of any Security by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant, other than the Trustee, in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.14 shall not apply to any suit instituted by
the Company, to any suit instituted by the Trustee, to any suit instituted by
any Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Outstanding Securities of any series, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
(or premium, if any) or interest on any Security on or after the Stated Maturity
or Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).

       

      Section 5.15.
Waiver of Stay or
Extension Laws.

       

      Each of the Company
and the Guarantors covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or

       


      
        
           


        

        
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      advantage of, any
stay or extension law wherever enacted, now or at any time hereafter in force,
which may affect the covenants or the performance of this Indenture; and each of
the Company and the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

       

      ARTICLE SIX

      THE
TRUSTEE

       

      Section 6.1. Certain Duties and
Responsibilities.

       

      (a)      Except
during the continuance of an Event of Default:

       

      (i)           the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and as are provided by the Trust
Indenture Act, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and

       

      (ii)           in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but in the case of any such certificates
or opinions which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to examine the same
to determine whether they conform to the requirements of this
Indenture.

       

      (b)      In
case an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own
affairs.

       

      (c)      No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or its
own bad faith or willful misconduct, except that:

       

      (i)           this
Subsection shall not be construed to limit the effect of Subsection (a) of this
Section;

       

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

       

      (iii)           the
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a
majority in principal amount of the Outstanding Securities of any series, given
pursuant to Section 5.12, relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture with respect
to the Securities of such series; and

       

      (iv)           no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have

       


      
        
           


        

        
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      reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

       

      (d)      Regardless
of whether therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to
the Trustee shall be subject to the provisions of this Section.

       

      Section 6.2. Notice of
Defaults.

       

      Within 90 days
after the occurrence of any Default hereunder with respect to the Securities of
any series, the Trustee shall transmit by mail to all Holders of Securities of
such series, as their names and addresses appear in the Security Register,
notice of such Default hereunder known to the Trustee, unless such Default shall
have been cured or waived; provided, however, that, except in the
case of a Default in the payment of the principal of or any premium or interest
on any Security of such series or in the payment of any sinking fund installment
with respect to Securities of such series, the Trustee may withhold from Holders
of Securities notice of any continuing Default or Event of Default if a
Responsible Officer of the Trustee in good faith determines that the withholding
of such notice is in the interest of the Holders of Securities of such series;
and, provided, further, that in the case of
any Default of the character specified in Section 5.1(c) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 90 days after the occurrence thereof and that in the case of any Default
of the character specified in Section 5.1(d) with respect to Securities of
such series, no such notice to Holders shall be given until at least 180 days
after the occurrence thereof.

       

      Section 6.3. Certain Rights of
Trustee.

       

      Subject to the
provisions of Section 6.1:

       

      (a)      the
Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

       

      (b)      any
request or direction of the Company or a Guarantor mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order (other than
delivery of any Security to the Trustee for authentication and delivery pursuant
to Section 3.3, which shall be sufficiently evidenced as provided therein)
and any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;

       

      (c)      whenever
in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) shall be entitled to receive and may, in the absence of bad faith on
its part, rely upon an Officer’s Certificate;

       

      (d)      the
Trustee may consult with counsel and the advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection from
liability in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon;

       

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

       


      
        
           


        

        
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(f)       the Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if
the Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney;

       

      (g)      the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder and shall not be
responsible for the supervision of officers and employees of such agents or
attorneys;

       

      (h)      the
Trustee may request that the Company and, if applicable, the Guarantors deliver
an Officer’s Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officer’s Certificate may be signed by any person authorized to
sign an Officer’s Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded;

       

      (i)      the
Trustee shall be entitled to the rights and protections afforded to the Trustee
pursuant to this Article Six in acting as a Paying Agent or Security
Registrar hereunder;

       

      (j)      the
Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a Default is received
by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Securities and this Indenture; and

       

      (k)      anything
in this Indenture notwithstanding, in no event shall the Trustee be liable for
any special, indirect, punitive, incidental or consequential loss or damage of
any kind whatsoever (including but not limited to loss of profit), even if the
Company has been advised as to the likelihood of such loss or damage and
regardless of the form of action.

       

      Section 6.4. Not Responsible for Recitals
or Issuance of Securities.

       

      The recitals
contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company or, if
applicable, the Guarantors, and the Trustee or any Authenticating Agent assumes
no responsibility for their correctness.  Neither the Trustee nor any
Authenticating Agent makes any representations as to the validity or sufficiency
of this Indenture or of the Securities.  The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.

       

      Section 6.5.
May Hold
Securities.

       

      The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company or, if applicable, any Guarantor, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 310(b) and 311 of the Trust Indenture Act and Section 6.8,
Section 6.9 and Section 6.13, may otherwise deal with the Company or,
if applicable, the Guarantors with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other
agent.

       


      
        
           


        

        
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      Section 6.6. Money Held in Trust.

       

      Money held by the
Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law.  The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed in
writing with the Company or, if applicable, one or more of the
Guarantors.

       

      Section 6.7. Compensation and
Reimbursement.

       

      The Company
agrees:

       

      (a)      to
pay to the Trustee from time to time reasonable compensation for all services
rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);

       

      (b)      except
as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and

       

      (c)      to
indemnify each of the Trustee and its officers, directors, agents and employees
for, and to hold it and them harmless against, any loss, liability or expense
incurred without negligence, bad faith or willful misconduct on its or their
part, arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder, including the costs and expenses of defending
itself or themselves against any claim or liability in connection with the
exercise or performance of any of its or their powers or duties
hereunder.

       

      As security for the
performance of the obligations of the Company under this Section, the Trustee
shall have a lien prior to the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the payment of
the principal of (and premium, if any) or interest on particular
Securities.

       

      Without limiting
any rights available to the Trustee under applicable law, when the Trustee
incurs expenses or renders services in connection with an Event of Default
specified in Section 5.1(e) or Section 5.1(f), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for the
services of the Trustee are intended to constitute expenses of administration
under any applicable Bankruptcy Law.

       

      The provisions of
this Section 6.7 shall survive the resignation or removal of the Trustee
and the termination or satisfaction and discharge of this Indenture and the
Legal Defeasance of the Securities.

       

      Section 6.8. Disqualification;
Conflicting Interests.

       

      Reference is made
to Section 310(b) of the Trust Indenture Act.  There shall be excluded
from the operation of Section 310(b)(1) of the Trust Indenture Act this
Indenture with respect to the Securities of more than one series.

       

      Section 6.9. Corporate Trustee Required;
Eligibility.

       

      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 of America, any State thereof or
the District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus required by the Trust Indenture
Act, subject to supervision or examination by Federal or State
authority.

       


      
        
           


        

        
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      If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  The Trustee shall not be an obligor
upon the Securities or an Affiliate thereof.  If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article Six.

       

      Section 6.10.
Resignation and
Removal; Appointment of Successor.

       

      (a)      No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 6.11.

       

      (b)      The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company.  If the
instrument of acceptance of appointment by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

       

      (c)      The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and to the
Company.

       

      (d)      If
at any time:

       

      (i)           the
Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act
after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months; or

       

      (ii)           the
Trustee shall cease to be eligible under Section 6.9 and shall fail to
resign after written request therefor by the Company or by any such Holder;
or

       

      (iii)           the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation,

       

      then, in any such
case, (A) the Company by a Board Resolution may remove the Trustee with respect
to all Securities, or (B) subject to Section 5.14, any Holder who has been
a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

      


      (e)      If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11.  If, within

       


      
        
           


        

        
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      one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of
Section 6.11, become the successor Trustee with respect to the Securities
of such series and to that extent supersede the successor Trustee appointed by
the Company.  If no successor Trustee with respect to the Securities
of any series shall have been so appointed by the Company or the Holders and
accepted appointment in the manner required by Section 6.11, any Holder who
has been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

       

      (f)      The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in
Section 1.7.  Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

       

      Section 6.11. Acceptance of Appointment by
Successor.

       

      (a)      In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, the successor Trustee so appointed shall execute, acknowledge and
deliver to the Company, the Guarantors (if applicable) and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Company, any Guarantor (if applicable) or the successor Trustee,
such retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

       

      (b)      In
case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the Guarantors (if
applicable), the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (i) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (ii) if the retiring Trustee is not retiring with respect to
all Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (iii) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the

       


      
        
           


        

        
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      retiring Trustee
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates; but, on request of the Company, any Guarantor
(if applicable) or any successor Trustee, such retiring Trustee, upon payment of
its charges, shall execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee with
respect to the Securities of the series to which the appointment of such
successor relates and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of such series.

       

      (c)      Upon
request of any such successor Trustee, the Company and, if applicable, the
Guarantors shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may
be.

       

      (d)      No
successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this
Article and the Trust Indenture Act.

       

      Section 6.12.
Merger, Conversion,
Consolidation or Succession to Business.

       

      Any corporation
into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this
Article Six, without the execution or filing of any paper or any further
act on the part of any of the parties hereto.  In case any Securities
shall have been authenticated, but not delivered, by the Trustee then in office,
any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

       

      Section 6.13. Preferential Collection of
Claims Against Company.

       

      Reference is made
to Section 311 of the Trust Indenture Act.  For purposes of Section
311(b) of the Trust Indenture Act:

       

      (a)      the
term “cash transaction” means any transaction in which full payment for goods or
securities sold is made within seven days after delivery of the goods or
securities in currency or in checks or other orders drawn upon banks or bankers
and payable upon demand;

       

      (b)      the
term “self-liquidating paper” means any draft, bill of exchange, acceptance or
obligation which is made, drawn, negotiated or incurred by the Company or, if
applicable, any Guarantor for the purpose of financing the purchase, processing,
manufacturing, shipment, storage or sale of goods, wares or merchandise and
which is secured by documents evidencing title to, possession of, or a lien
upon, the goods, wares or merchandise or the receivables or proceeds arising
from the sale of the goods, wares or merchandise previously constituting the
security, provided the security is received by the Trustee simultaneously with
the creation of the creditor relationship with the Company or, if applicable,
such Guarantor arising from the making, drawing, negotiating or incurring of the
draft, bill of exchange, acceptance or obligation.

       

      Section 6.14. Appointment of
Authenticating Agent.

       

      The Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be 

       


      
        
           


        

        
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      valid and
obligatory for all purposes as if authenticated by the Trustee
hereunder.  Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.  Each Authenticating Agent shall be acceptable
to the Company and shall at all times be a corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State
authority.  If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

       

      Any corporation
into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which such Authenticating Agent shall be a party, or any
corporation succeeding to all or substantially all of the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

       

      An Authenticating
Agent may resign at any time by giving written notice thereof to the Trustee and
to the Company and, if applicable, the Guarantors.  The Trustee may at
any time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and to the Company and, if
applicable, the Guarantors.  Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and, if applicable, the
Guarantors and shall mail written notice of such appointment by first-class
mail, postage prepaid, to all Holders of Securities of the series with respect
to which such Authenticating Agent will serve, as their names and addresses
appear in the Security Register.  Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent.  No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

       

      Except with respect
to an Authenticating Agent appointed at the request of the Company or, if
applicable, the Guarantors, the Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this
Section 6.14, and the Trustee shall be entitled to be reimbursed by the
Company or, if applicable, the Guarantors for such payments, subject to the
provisions of Section 6.7.

       

      If an appointment
with respect to one or more series is made pursuant to this Section 6.14,
the Securities of such series may have endorsed thereon, in addition to the
Trustee’s certificate of authentication, an alternate certificate of
authentication in the following form:

       


      
        
           


        

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

       

      [____________________],
as Trustee

      


      By:                                                                           

      As Authenticating Agent

      


      By:                                                                           

      Authorized Officer

      


      ARTICLE SEVEN

      HOLDERS’ LISTS AND REPORTS
BY TRUSTEE AND COMPANY

       

      Section 7.1. Company to Furnish Trustee
Names and Addresses of Holders.

       

      The Company will
furnish or cause to be furnished to the Trustee:

       

      (a)      semi-annually,
not more than 15 days after each Regular Record Date for a series of Securities,
a list for such series of Securities, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities of such series
as of such Regular Record Date; and

       

      (b)      at
such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is
furnished;

       

      provided, however, that if and so long
as the Trustee shall be the Security Registrar, no such list need be furnished
with respect to such series of Securities.

       

      Section 7.2. Preservation of Information;
Communications to Holders.

       

      (a)      The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 7.1 and the names and addresses of
Holders received by the Trustee in its capacity as Security
Registrar.  The Trustee may destroy any list furnished to it as
provided in Section 7.1 upon receipt of a new list so
furnished.

       

      (b)      If
three or more Holders (herein referred to as “applicants”) apply in writing to
the Trustee, and furnish to the Trustee reasonable proof that each such
applicant has owned a Security for a period of at least six months preceding the
date of such application, and such application states that the applicants desire
to communicate with other Holders with respect to their rights under this
Indenture or under the Securities and is accompanied by a copy of the form of
proxy or other communication which such applicants propose to transmit, then the
Trustee shall, within five business days after the receipt of such application,
at its election, either:

       

      (i)           afford
such applicants access to the information preserved at the time by the Trustee
in accordance with Section 7.2(a); or

       

      (ii)           inform
such applicants as to the approximate number of Holders whose names and
addresses appear in the information preserved at the time by the Trustee in
accordance with Section 7.2(a), and as to the approximate cost of mailing
to such Holders the form of proxy or other communication, if any, specified in
such application.

       


      
        
           


        

        
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      If the Trustee shall elect not to afford such
applicants access to such information, the Trustee shall, upon the written
request of such applicants, mail to each Holder whose name and address appear in
the information preserved at the time by the Trustee in accordance with
Section 7.2(a) a copy of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to the
Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after
such tender the Trustee shall mail to such applicants and file with the SEC,
together with a copy of the material to be mailed, a written statement to the
effect that, in the opinion of the Trustee, such mailing would be contrary to
the best interest of the Holders or would be in violation of applicable
law.  Such written statement shall specify the basis of such
opinion.  If the SEC, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the SEC shall find, after notice and
opportunity for hearing, that all the objections so sustained have been met and
shall enter an order so declaring, the Trustee shall mail copies of such
material to all such Holders with reasonable promptness after the entry of such
order and the renewal of such tender; otherwise the Trustee shall be relieved of
any obligation or duty to such applicants respecting their
application.

       

      (c)      Every
Holder of Securities, by receiving and holding the same, agrees with the
Company, the Guarantors (if applicable) and the Trustee that none of the
Company, the Guarantors (if applicable) nor the Trustee nor any agent of any of
them shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders in accordance with
Section 7.2(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 7.2(b).

       

      Section 7.3. Reports by
Trustee.

       

      Any Trustee’s
report required pursuant to Section 313(a) of the Trust Indenture Act shall be
dated as of May 15, and shall be transmitted within 60 days after May 15 of each
year (but in all events at intervals of not more than 12 months), commencing
with the year 20__, by mail to all Holders, as their names and addresses appear
in the Security Register.  A copy of each such report shall, at the
time of such transmission to Holders, be filed by the Trustee with each stock
exchange upon which any Securities are listed, with the SEC and with the
Company.  The Company will notify the Trustee when any Securities are
listed on any stock exchange.

       

      Section 7.4. Reports by
Company.

       

      So long as clauses
(1), (2) and (3) of Section 314(a) of the Trust Indenture Act (or any successor
provisions of law) are applicable to this Indenture, the Company
shall:

       

      (a)      file
with the Trustee, within 15 days after the Company files the same with the SEC,
copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the SEC may from time to
time by rules and regulations prescribe) which the Company may be required to
file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange
Act; or, if the Company is not required to file information, documents or
reports pursuant to either of said Sections, then it shall file with the Trustee
and the SEC, in accordance with rules and regulations prescribed from time to
time by the SEC, such of the supplementary and periodic information, documents
and reports which may be required pursuant to Section 13 of the Exchange Act in
respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations;

       


      
        
           


        

        
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                  (b)      file
with the Trustee and the SEC, in accordance with rules and regulations
prescribed from time to time by the SEC, such additional information, documents
and reportswith respect to compliance by the Company with the conditions and
covenants of this Indenture as may be required from time to time by such rules
and regulations; and

       

      (c)      transmit
by mail to all Holders, as their names and addresses appear in the Security
Register, within 30 days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the
Company pursuant to clauses (a) and (b) of this Section as may be required by
rules and regulations prescribed from time to time by the SEC.

       

      ARTICLE EIGHT

      CONSOLIDATION, AMALGAMATION,
MERGER AND SALE

       

      Section 8.1. Company May Consolidate,
Etc., Only on Certain Terms.

       

      The Company shall
not consolidate or merge with or into any other Person or sell, convey,
transfer, lease or otherwise dispose of all or substantially all of the
properties and assets of the Company and, if applicable, the Guarantors on a
consolidated basis to any other Person unless:

       

      (a)      either:
(i) the Company is the surviving Person; or (ii) the Person formed by or
surviving any such consolidation, amalgamation or merger or resulting from such
conversion (if other than the Company) or to which such sale, assignment,
transfer, conveyance or other disposition has been made is a corporation,
limited liability company or limited partnership organized or existing under the
laws of the United States, any State thereof or the District of
Columbia;

       

      (b)      the
Person formed by or surviving any such conversion, consolidation, amalgamation
or merger (if other than the Company) or the Person to which such sale,
assignment, transfer, conveyance or other disposition has been made assumes all
the obligations of the Company under the Securities and this Indenture pursuant
to agreements reasonably satisfactory to the Trustee, which may include an
indenture supplemental hereto;

       

      (c)      immediately
after giving effect to such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
shall have occurred and be continuing; and

       

      (d)      the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that such consolidation, amalgamation, merger, conveyance,
sale, transfer or lease and such supplemental indenture, if any, comply with
this Article Eight and that all conditions precedent herein provided for
relating to such transaction have been complied with.

       

      Section 8.2. Successor
Substituted.

       

      Upon any
consolidation or merger of the Company with or into any other Person or any
sale, conveyance, transfer, lease or other disposition of all or substantially
all of the properties and assets of the Company and, if applicable, the
Guarantors on a consolidated basis in accordance with Section 8.1, the
successor or resulting Person formed by or resulting upon such consolidation or
merger (if other than the Company) or to which such sale, conveyance, transfer,
lease 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 with the
same effect as if such successor Person had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor Company and each
of the Guarantors shall be relieved of all obligations and covenants under this
Indenture and the Securities.

       


      
        
           


        

        
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      ARTICLE
NINE

      AMENDMENT,
SUPPLEMENT AND WAIVER

       

      Section 9.1. Without Consent of
Holders.

       

      The Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the
Securities Guarantees or the Securities without the consent of any holder of a
Security:

       

      (a)      to
cure any ambiguity or defect or to correct or supplement any provision herein
that may be inconsistent with any other provision herein; or

       

      (b)      to
evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company herein and, to the extent
applicable, of the Securities; or

       

      (c)      to
provide for uncertificated Securities in addition to or in place of certificated
Securities; provided
that the uncertificated Securities are issued in registered form for purposes of
Section 163(f) of the Code, or in the manner such that the uncertificated
Securities are described in Section 163(f)(2)(B) of the Code; or

       

      (d)      to
add a Securities Guarantee and cause any Person to become a Guarantor, and/or to
evidence the succession of another Person to a Guarantor and the assumption by
any such successor of the Securities Guarantee of such Guarantor herein and, to
the extent applicable, endorsed upon any Securities of any series;
or

       

      (e)      to
secure the Securities of any series; or

       

      (f)      to
add to the covenants of the Company such further covenants, restrictions,
conditions or provisions as the Company shall consider to be appropriate for the
benefit of the Holders of all or any series of Securities (and if such
covenants, restrictions, conditions or provisions are to be for the benefit of
less than all series of Securities, stating that such covenants are expressly
being included solely for the benefit of such series), to make the occurrence,
or the occurrence and continuance, of a Default in any such additional
covenants, restrictions, conditions or provisions an Event of Default permitting
the enforcement of all or any of the several remedies provided in this Indenture
as herein set forth, or to surrender any right or power herein conferred upon
the Company; provided,
that in respect of any such additional covenant, restriction, condition or
provision such amendment or supplemental indenture may provide for a particular
period of grace after default (which period may be shorter or longer than that
allowed in the case of other defaults), may provide for an immediate enforcement
upon such an Event of Default, may limit the remedies available to the Trustee
upon such an Event of Default or may limit the right of the Holders of a
majority in aggregate principal amount of the Securities of such series to waive
such an Event of Default; or

       

      (g)      to
make any change to any provision of this Indenture that does not adversely
affect the rights or interests of any Holder of Securities; or

       

      (h)      to
provide for the issuance of additional Securities in accordance with the
provisions set forth in this Indenture on the date of this Indenture;
or

       

      (i)      to
add any additional Defaults or Events of Default in respect of all or any series
of Securities; or

       


      
        
           


        

        
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                  (j)     
to add to, change or eliminate any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Securities
in bearer form, registrable or not registrable as to principal, and with or
without interest coupons; or

       

      (k)      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 Security Outstanding
of any series created prior to the execution of such amendment or supplemental
indenture that is entitled to the benefit of such provision; or

       

      (l)      to
establish the form or terms of Securities of any series as permitted by
Section 2.1 and Section 3.1, including to reopen any series of any
Securities as permitted under Section 3.1; or

       

      (m)      to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 6.11(b); or

       

      (n)           to
conform the text of this Indenture (and/or any supplemental indenture) or any
debt securities issued thereunder to any provision of a description of such debt
securities appearing in a prospectus, prospectus supplement, offering memorandum
or offering circular to the extent that such provision appears on its face to
have been intended to be a verbatim recitation of a provision of this Indenture
(and/or any supplemental indenture) or any debt securities issued thereunder;
or

       

      (o)      to
modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary to effect the qualification of this Indenture under the Trust
Indenture Act or under any similar federal statute subsequently enacted, and to
add to this Indenture such other provisions as may be expressly required under
the Trust Indenture Act.

       

      Upon the request of
the Company accompanied by a Board Resolution authorizing the execution of any
such amendment or supplemental indenture, and upon receipt by the Trustee of the
documents described in Section 6.3 hereof, the Trustee will join with the
Company and any Guarantor in the execution of any such amendment or supplemental
indenture, to make any further appropriate agreements and stipulations that may
be therein contained and to accept the conveyance, transfer, assignment,
mortgage, charge or pledge of any property thereunder, but the Trustee shall not
be obligated to enter into any such amendment or supplemental indenture that
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.

       

      Section 9.2. With Consent of
Holders.

       

      The Company and the
Trustee may amend or supplement this Indenture, the Securities Guarantees and
the Securities with the consent of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of each series of Securities
affected by such amendment or supplemental indenture, with each such series
voting as a separate class (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for,
Securities) and, subject to Section 5.8 and Section 5.13 hereof, any
existing Default or Event of Default or compliance with any provision of this
Indenture, the Securities Guarantees or the Securities may be waived with
respect to each series of Securities with the consent of the Holders of a
majority in principal amount of the Outstanding Securities of such series voting
as a separate class (including consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Securities).

       

      Upon the request of
the Company accompanied by a Board Resolution authorizing the execution of any
such amendment or supplemental indenture, and upon the filing with the Trustee
of evidence

       


      
        
           


        

        
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      satisfactory to the
Trustee of the consent of the Holders of Securities as aforesaid, and upon
receipt by the Trustee of the documents described in Section 6.3 hereof,
the Trustee will join with the Company and the Guarantors in the execution of
such amendment or supplemental indenture unless such amendment or supplemental
indenture directly affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion,
but will not be obligated to, enter into such amendment or supplemental
Indenture.

       

      It is not necessary
for the consent of the Holders of Securities under this Section 9.2 to
approve the particular form of any proposed amendment, supplement or waiver, but
it is sufficient if such consent approves the substance of the proposed
amendment, supplement or waiver.

       

      After an amendment,
supplement or waiver under this Section 9.2 becomes effective, the Company
will mail to the Holders of Securities affected thereby a notice briefly
describing the amendment, supplement or waiver.  Any failure of the
Company to mail such notice, or any defect therein, will not, however, in any
way impair or affect the validity of any such amendment, supplemental indenture
or waiver.  Subject to Section 5.8 and Section 5.13 hereof,
the application of or compliance with, either generally or in any particular
instance, of any provision of this Indenture, the Securities or the Securities
Guarantees may be waived as to each series of Securities by the Holders of a
majority in aggregate principal amount of the Outstanding Securities of such
series voting as a separate class (including consents obtained in connection
with a purchase of, or tender offer or exchange offer for,
Securities).  However, without the consent of each Holder affected, an
amendment, supplement or waiver under this Section 9.2 may not (with
respect to any Securities held by a non-consenting Holder):

       

      (a)      change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption thereof, or reduce
the amount of the principal of an Original Issue Discount Security that would be
due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 5.2, or change the coin or currency in which any
Security or any premium or the interest thereon is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date); or

       

      (b)      reduce
the percentage in principal amount of the Outstanding Securities of any series,
the consent of the Holders of which is required for any such amendment or
supplemental indenture, or the consent of the Holders of which is required for
any waiver of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences provided for in this Indenture;
or

       

      (c)      modify
any of the provisions of Section 5.8 or Section 5.13; or

       

      (d)      waive
a redemption payment with respect to any Security; provided, however, that any
purchase or repurchase of Securities shall not be deemed a redemption of the
Securities; or

       

      (e)      release
any Guarantor from any of its obligations under its Securities Guarantee or this
Indenture, except in accordance with the terms of this Indenture (as amended or
supplemented); or

       

      (f)      make
any change in the foregoing amendment and waiver provisions, except to increase
any percentage provided for therein or to provide that certain other provisions
of this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby.

       


      
        
           


        

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

       

      Section 9.3. Execution of Amendments and
Supplemental Indentures.

       

      In executing, or
accepting the additional trusts created by, any amendment or supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such amendment or supplemental
indenture is authorized or permitted by this Indenture.  The Trustee
may, but shall not be obligated to, enter into any such amendment or
supplemental indenture which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.

       

      Section 9.4. Effect of Amendments and
Supplemental Indentures.

       

      Upon the execution
of any amendment or supplemental indenture under this Article Nine, this
Indenture shall be modified in accordance therewith, and such amendment or
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

       

      Section 9.5. Conformity with Trust
Indenture Act.

       

      Every amendment or
supplemental indenture executed pursuant to this Article Nine shall conform
to the requirements of the Trust Indenture Act as then in effect.

       

      Section 9.6. Reference in Securities to
Amendments or Supplemental Indentures.

       

      Securities of any
series authenticated and delivered after the execution of any amendment or
supplemental indenture pursuant to this Article Nine may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such amendment or supplemental
indenture.  If the Company shall so determine, new Securities of any
series so modified as to conform, in the opinion of the Trustee and the Company,
to any such amendment or supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.

       

      ARTICLE TEN

      COVENANTS

       

      Section 10.1. Payment of Principal,
Premium and Interest.

       

      The Company
covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of and any premium and interest on the
Securities of that series in accordance with the terms of the Securities and
this Indenture.

       

      Section 10.2.
Maintenance of Office
or Agency.

       

      The Company will
maintain in the United States an office or agency (which may be an office of the
Trustee or Registrar or agent of the Trustee or Registrar) where Securities of
each series may be presented or surrendered for payment and surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served.  The Company will give prompt written notice to the Trustee
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      change in the
location, of such office or agency.  If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the
Trustee.

       

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

       

      Except as otherwise
specified with respect to a series of Securities as contemplated by
Section 3.1, the Company hereby initially designates the office of the
Trustee located at 1445 Ross Avenue, 2nd Floor, Corporate Trust Department,
Dallas, Texas  75202-2812, as the Company’s office or agency for each
such purpose for each series of Securities.

       

      Section 10.3.
Money for Securities
Payments to Be Held in Trust.

       

      If the Company
shall at any time act as its own Paying Agent, with respect to any series of
Securities, it will, on or before each due date of the principal of and any
premium or interest on any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal and any premium and interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

       

      Whenever the
Company shall have one or more Paying Agents for any series of Securities, it
will, prior to each due date of the principal of and any premium or interest on
any Securities of that series, deposit with a Paying Agent a sum sufficient to
pay the principal and any premium or interest so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such principal, premium
or interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.  For
purposes of this Section 10.3, should a due date for principal of and any
premium or interest on, or sinking fund payment with respect to any series of
Securities not be on a Business Day, such payment shall be due on the next
Business Day without any interest for the period from the due date until such
Business Day.

       

      The Company will
cause each Paying Agent for any series of Securities other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

       

      (a)      hold
all sums held by it for the payment of the principal of and any premium or
interest on Securities of that series in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided;

       

      (b)      give
the Trustee notice of any Default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment of principal and any
premium or interest on the Securities of that series; and

       

      (c)      at
any time during the continuance of any such Default, upon the written request of
the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent.

       

      The Company and, if
applicable, the Guarantors may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be
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      Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

       

      Subject to any
applicable escheat or abandoned property laws, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of and any premium or interest on any Security of any
series and remaining unclaimed for one year after such principal, premium or
interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in The New York Times and The Wall Street Journal
(national edition), notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

       

      Section 10.4. Existence.

       

      Subject to
Article Eight, the Company and, if any Securities of a series to which
Article Fourteen has been made applicable are Outstanding, each Guarantor
will do or cause to be done all things necessary to preserve and keep in full
force and effect its existence, rights (charter and statutory) and franchises;
provided, however, that the Company
and, if applicable, each Guarantor shall not be required to preserve any such
right or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company or such Guarantor, as the case may be.

       

      Section 10.5.
Statement by Officers
as to Default.

       

      Annually, within
150 days after the close of each fiscal year beginning with the first fiscal
year during which one or more series of Securities are Outstanding, the Company
and, if any Securities of a series to which Article Fourteen has been made
applicable are Outstanding, each Guarantor will deliver to the Trustee a brief
certificate (which need not include the statements set forth in
Section 1.3) from the principal executive officer, principal financial
officer or principal accounting officer of the Company and, if applicable, such
Guarantor as to his or her knowledge of the Company’s or such Guarantor’s, as
the case may be, compliance (without regard to any period of grace or
requirement of notice provided herein) with all conditions and covenants under
this Indenture and, if the Company or such Guarantor, as the case may be, shall
be in Default, specifying all such Defaults and the nature and status thereof of
which such officer has knowledge.

       

      ARTICLE ELEVEN

      REDEMPTION OF
SECURITIES

       

      Section 11.1.
Applicability of
Article.

       

      Securities of any
series which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 3.1 for Securities of any series) in accordance with this
Article Eleven.

       

      Section 11.2. Election to Redeem; Notice to
Trustee.

      
         

        The election of the
Company to redeem any Securities shall be evidenced by a Board
Resolution.  In case of any redemption at the election of the Company
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      Company shall, at
least 15 days prior to the last date for the giving of notice of such redemption
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities of
such series to be redeemed and, if applicable, of the tenor of the Securities to
be redeemed.  In the case of any redemption of Securities (a) prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture or (b) pursuant to an election of
the Company that is subject to a condition specified in the terms of the
Securities of the series to be redeemed, the Company shall furnish the Trustee
with an Officer’s Certificate evidencing compliance with such restriction or
condition.

       

      Section 11.3.
Selection by Trustee
of Securities to Be Redeemed.

       

      If less than all
the Securities of any series are to be redeemed (unless all of the Securities of
such series and of a specified tenor are to be redeemed), the particular
Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series.

       

      The Trustee shall
promptly notify the Company 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.  If the Securities of any
series to be redeemed consist of Securities having different dates on which the
principal is payable or different rates of interest, or different methods by
which interest may be determined or have any other different tenor or terms,
then the Company may, by written notice to the Trustee, direct that the
Securities of such series to be redeemed shall be selected from among the groups
of such Securities having specified tenor or terms and the Trustee shall
thereafter select the particular Securities to be redeemed in the manner set
forth in the preceding paragraph from among the group of such Securities so
specified.

       

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

       

      Section 11.4.
Notice of
Redemption.

       

      Notice of
redemption shall be given by first-class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed, at his address appearing in the Security
Register.

       

      All notices of
redemption shall state:

       

      (a)      the
Redemption Date;

       

      (b)      the
Redemption Price, or if not then ascertainable, the manner of calculation
thereof;

       

      (c)      if
less than all the Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts)
of the particular Securities to be redeemed;

       

      
        (d)      that
on the Redemption Date the Redemption Price will become due and payable upon
each such Security to be redeemed and, if applicable, that interest thereon will
cease to accrue on and after said date;

      


      
        
           


        

        
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      (e)      the
place or places where such Securities are to be surrendered for payment of the
Redemption Price; and

       

      (f)      that
the redemption is for a sinking fund, if such is the case.

       

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

       

      Section 11.5. Deposit of Redemption
Price.

       

      Prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.3) an amount of money sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.

       

      Section 11.6.
Securities Payable on
Redemption Date.

       

      Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest.  Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest to
the Redemption Date; provided, however, that unless
otherwise specified with respect to Securities of any series as contemplated in
Section 3.1, installments of interest the Stated Maturity of which is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant record dates according to their terms and the
provisions of Section 3.7.

       

      If any Security
called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear interest
from the Redemption Date at the rate prescribed therefor in the
Security.

       

      Section 11.7. Securities Redeemed in
Part.

       

      Any Security which
is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security or
Securities of the same series and tenor, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Security so
surrendered.

       

      ARTICLE
TWELVE

      SINKING
FUNDS

      
         

        Section 12.1. Applicability of
Article.

         

        The provisions of
this Article Twelve shall be applicable to any sinking fund for the
retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.1 for Securities of such series.

         

      


      
        
           


        

        
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      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 such minimum amount provided for by the terms of Securities
of any series is herein referred to as an “optional sinking fund payment.” If
provided for 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 12.2.  Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

       

      Section 12.2. Satisfaction of Sinking Fund
Payments with Securities.

       

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

       

      Section 12.3. Redemption of Securities for
Sinking Fund.

       

      Not less than 45
days prior to each sinking fund payment date for any series of Securities
(unless a shorter period shall be satisfactory to the Trustee), the Company will
deliver to the Trustee an Officer’s Certificate 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, which is to be satisfied by payment of cash
and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 12.2 and stating
the basis for such credit and that such Securities have not been previously so
credited, and will also deliver to the Trustee any Securities to be so
delivered.  Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.3 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.4.  Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Section 11.6 and
Section 11.7.

       

      ARTICLE THIRTEEN

      DEFEASANCE

       

      Section 13.1. Option to Effect Legal
Defeasance or Covenant Defeasance.

       

      The Company may, at
the option of its Board of Directors evidenced by a Board Resolution, and at any
time, elect to have either Section 13.2 or Section 13.3 hereof be
applied to all outstanding Securities upon compliance with the conditions set
forth below in this Article Thirteen.

       

      Section 13.2. Legal Defeasance and
Discharge.

      
         

        Upon the Company’s
exercise under Section 13.1 hereof of the option applicable to this
Section 13.2, the Company and each of the Guarantors will, subject to the
satisfaction of the conditions set forth in Section 13.4 hereof, be deemed
to have been discharged from their obligations with respect to all outstanding
Securities (including the Securities Guarantees) on the date the conditions set
forth below are satisfied (hereinafter, “Legal Defeasance”).  For this
purpose, Legal Defeasance means that the Company and the Guarantors will be
deemed to have paid and discharged the entire Debt represented by


      

       


      
        
           


        

        
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      the outstanding
Securities (including the Securities Guarantees), which will thereafter be
deemed to be “outstanding” only for the purposes of Section 13.5 hereof and
the other sections of this Indenture referred to in clauses (a) and (b) below,
and to have satisfied all their other obligations under such Securities, the
Securities Guarantees and this Indenture (and the Trustee, on demand of and at
the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions which will survive until otherwise
terminated or discharged hereunder:

       

      (a)      the
rights of Holders of Outstanding Securities to receive payments in respect of
the principal of, or interest or premium, if any, on, such Securities when such
payments are due from the trust referred to in Section 13.4
hereof;

       

      (b)      the
Company’s obligations with respect to such Securities under Section 3.4,
Section 3.5, Section 3.6, Section 10.2 and Section 10.3
hereof;

       

      (c)      the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s and the Guarantors’ obligations in connection therewith;
and

       

      (d)      this
Article Thirteen.

       

      Subject to
compliance with this Article Thirteen, the Company may exercise its option
under this Section 13.2 notwithstanding the prior exercise of its option
under Section 13.3 hereof.

       

      Section 13.3. Covenant
Defeasance.

       

      Upon the Company’s
exercise under Section 13.1 hereof of the option applicable to this
Section 13.3, the Company and each of the Guarantors will, subject to the
satisfaction of the conditions set forth in Section 13.4 hereof, be
released from each of their obligations under the covenants contained in
Section 7.4, Section 8.1 and Section 10.4 hereof as well as any
Additional Defeasible Provisions (such release and termination hereinafter
referred to as “Covenant Defeasance”), and the Securities will thereafter be
deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but will continue to be deemed “outstanding” for
all other purposes hereunder (it being understood that such Securities will not
be deemed outstanding for accounting purposes).  For this purpose,
Covenant Defeasance means that, with respect to the outstanding Securities and
Securities Guarantees, the Company and the Guarantors may fail to comply with
and will have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such failure to comply will not constitute a Default or an Event of Default
under Section 5.1 hereof, but, except as specified above, the remainder of
this Indenture and such Securities and Securities Guarantees will be unaffected
thereby.  In addition, upon the Company’s exercise under
Section 13.1 hereof of the option applicable to this Section 13.3
hereof, subject to the satisfaction of the conditions set forth in
Section 13.4 hereof, any Event of Default that constitutes an Additional
Defeasible Provision will no longer constitute an Event of Default.

       

      
        Section 13.4. Conditions to Legal or Covenant
Defeasance.

         

        In order to
exercise either Legal Defeasance or Covenant Defeasance under either
Section 13.2 or Section 13.3 hereof:

         

        (a)      the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders of the Securities, cash in U.S. dollars, non-callable U.S.
Government Obligations, or a combination of cash in U.S. dollars and
non-callable U.S. Government Obligations, in such amounts as will be sufficient,
in the opinion of a nationally recognized investment bank, appraisal


      

       


      
        
           


        

        
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      firm, or firm of
independent public accountants, to pay the principal of, and interest and
premium, if any, on, the Outstanding Securities on the stated date for payment
thereof or on the applicable redemption date, as the case may be, and the
Company must specify whether the Securities are being defeased to such stated
date for payment or to a particular redemption date;

       

      (b)      in
the case of an election under Section 13.2 hereof, the Company must deliver
to the Trustee an Opinion of Counsel confirming that:

       

      (i)           the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling; or

       

      (ii)           since
the Issue Date, there has been a change in the applicable federal income tax
law,

       

      in either case to
the effect that, and based thereon such Opinion of Counsel will confirm that,
the Holders of the Outstanding Securities will not recognize income, gain or
loss for federal income tax purposes as a result of such Legal Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Legal Defeasance had
not occurred;

       

      (c)      in
the case of an election under Section 13.3 hereof, the Company must deliver
to the Trustee an Opinion of Counsel confirming that the Holders of the
Outstanding Securities will not recognize income, gain or loss for federal
income tax purposes as a result of such Covenant Defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not
occurred;

       

      (d)      no
Default or Event of Default shall have occurred and be continuing on the date of
such deposit (other than a Default or Event of Default resulting from the
borrowing of funds to be applied to such deposit);

       

      (e)      the
deposit must not result in a breach or violation of, or constitute a default
under, any other instrument to which the Company or any Guarantor is a party or
by which the Company or any Guarantor is bound;

       

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

       

      (g)      the
Company must deliver to the Trustee an Officer’s Certificate stating that the
deposit was not made by the Company with the intent of preferring the Holders of
Securities over the other creditors of the Company with the intent of defeating,
hindering, delaying or defrauding any other creditors of the Company or
others;

       

      
        (h)    
the Company must deliver to the Trustee an Officer’s Certificate stating that
all conditions precedent set forth in clauses (a) through (f) of this
Section 13.4 have been complied with; and

         

        (i)      the
Company must deliver to the Trustee an Opinion of Counsel (which Opinion of
Counsel may be subject to customary assumptions, qualifications and exclusions)
stating that all conditions precedent set forth in clauses (b), (c) and (f) of
this Section 13.4 have been complied with.

      

       


      
        
           


        

        
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      Section 13.5. Deposited Money and U.S.
Government Obligations to be Held in Trust, Other Miscellaneous
Provisions.

       

      Subject to
Section 13.6 hereof, all money and non-callable U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 13.5, the “Trustee”)
pursuant to Section 13.4 hereof in respect of the Outstanding Securities
will be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as Paying
Agent) as the Trustee may determine, to the Holders of such Securities of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

       

      The Company will
pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the cash or non-callable U.S. Government Obligations deposited
pursuant to Section 13.4 hereof or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the Outstanding Securities.

       

      Notwithstanding
anything in this Article Thirteen to the contrary, the Trustee will deliver
or pay to the Company from time to time upon the request of the Company any
money or non-callable U.S. Government Obligations held by it as provided in
Section 13.4 hereof which, in the opinion of a nationally recognized
investment bank, appraisal firm or firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which may
be the opinion delivered under Section 13.4(a) hereof), are in excess of
the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.

       

      Section 13.6.
Repayment .

       

      Any money deposited
with the Trustee or any Paying Agent, or then held by the Company, in trust for
the payment of the principal of or premium, if any, or interest on any Security
and remaining unclaimed for two years after such principal, premium, if any, or
interest has become due and payable shall be paid to the Company on its request
or (if then held by the Company) will be discharged from such trust; and the
Holder of such Security will thereafter be permitted to look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, will thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal
(national edition), notice that such money remains unclaimed and that, after a
date specified therein, which will not be less than 30 days from the date of
such notification or publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

       

      Section 13.7.
Reinstatement.

       

      If the Trustee or
Paying Agent is unable to apply any United States dollars or non-callable U.S.
Government Obligations in accordance with Section 13.2 or Section 13.3
hereof, as the case may be, by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company’s and the Guarantors’ obligations under this
Indenture and the Securities and the Securities Guarantees will be revived and
reinstated as though no deposit had occurred pursuant to Section 13.2 or
Section 13.3 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 13.2 or
Section 13.3 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of or
premium, if any, or interest on any Note following the reinstatement of its
obligations, the Company will be subrogated to the rights of the Holders of such
Securities to receive such payment from the money held by the Trustee or Paying
Agent.


      
        
           


        

        
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      ARTICLE FOURTEEN

      GUARANTEE OF
SECURITIES

       

      Section 14.1.
Securities
Guarantee.

       

      (a)      Subject
to the other provisions of this Article Fourteen, each of the Guarantors
hereby jointly and severally guarantees to each Holder of a Security of each
series to which this Article Fourteen has been made applicable as provided
in Section 3.1(t) (the Securities of such series being referred to herein
as the “Guaranteed Securities”) (which Security has been authenticated and
delivered by the Trustee), and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the
Guaranteed Securities, or the obligations of the Company hereunder or
thereunder, that:

       

      (i)           the
principal of and premium, if any, and interest on the Guaranteed Securities will
be promptly paid in full when due, whether at maturity, or by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest
on the Guaranteed Securities, if any, if lawful, and all other obligations of
the Company to the Holders of Guaranteed Securities, or the Trustee hereunder or
thereunder, will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and

       

      (ii)           in
case of any extension of time of payment or renewal of any Guaranteed Securities
or any of such other obligations, that same will be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise.

       

      Failing payment
when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors will be jointly and severally obligated to pay
the same immediately.  Each Guarantor agrees that this is a guarantee
of payment and not a guarantee of collection.

       

      (b)      To
the extent permissible under applicable law, the obligations of the Guarantors
under this Securities Guarantee are unconditional, irrespective of the validity,
regularity or enforceability of the Guaranteed Securities or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
of the Guaranteed Securities with respect to any provisions hereof or thereof,
the recovery of any judgment against the Company, any action to enforce the same
or any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor.  To the extent permitted by
applicable law, each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenants that this Securities
Guarantee will not be discharged except by complete performance of the
obligations contained in the Guaranteed Securities and this
Indenture.

       

      (c)     
If any Holder or the Trustee is required by any court or otherwise to return to
the Company, the Guarantors or any custodian, trustee, liquidator or other
similar official acting in relation to either the Company or the Guarantors, any
amount paid by either to the Trustee or such Holder, this Securities Guarantee,
to the extent theretofore discharged, will be reinstated in full force and
effect.

       

      (d)      Each
Guarantor agrees that it will not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby.  Each Guarantor
further agrees that, to the extent permitted by 

       

       

      
        
          
          

        

        
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      applicable law, as
between the Guarantors, on the one hand, and the Holders of Guaranteed
Securities and the Trustee, on the other hand, (i) the maturity of the
obligations guaranteed hereby may be accelerated as provided in
Article Five hereof for the purposes of this Securities Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (ii) in the
event of any declaration of acceleration of such obligations as provided in
Article Five hereof, such obligations (regardless of whether due and
payable) will forthwith become due and payable by the Guarantors for the purpose
of this Securities Guarantee.  The Guarantors will have the right to
seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Securities
Guarantee.

       

      Section 14.2. Limitation on Guarantor
Liability.

       

      Each Guarantor, and
by its acceptance of Guaranteed Securities, each Holder thereof, hereby confirms
that it is the intention of all such parties that the Securities Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar Federal or State law to the extent applicable to any
Securities Guarantee.  To effectuate the foregoing intention, the
Trustee, to the extent permitted under applicable law, the Holders and each
Guarantor hereby irrevocably agree that the obligations of such Guarantor will
be limited to the maximum amount that will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that are
relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this
Article Fourteen, result in the obligations of such Guarantor under its
Securities Guarantee not constituting a fraudulent transfer or
conveyance.

       

      Section 14.3. Execution and Delivery of
Securities Guarantee Notation.

       

      To evidence its
Securities Guarantee set forth in Section 14.1 hereof, each Guarantor
hereby agrees that a notation of such Securities Guarantee substantially in the
form set forth in Section 2.3 or established in or pursuant to a Board
Resolution or in an indenture supplemental hereto, in accordance with the
provisions of Section 2.1, will be endorsed by an officer of such Guarantor
on each Guaranteed Security authenticated and delivered by the Trustee and that
this Indenture will be executed on behalf of such Guarantor by one of its
officers.

       

      Each Guarantor
hereby agrees that its Securities Guarantee set forth in Section 14.1
hereof will remain in full force and effect notwithstanding any failure to
endorse on each Guaranteed Security a notation of such Securities
Guarantee.

       

      If an officer whose
signature is on this Indenture or on the Securities Guarantee no longer holds
that office at the time the Trustee authenticates the Guaranteed Security on
which a Securities Guarantee is endorsed, the Securities Guarantee will be valid
nevertheless.



      The delivery of any
Guaranteed Security by the Trustee, after the authentication thereof hereunder,
will constitute due delivery of the Securities Guarantee of such Guaranteed
Security set forth in this Indenture on behalf of the Guarantors.

       

      


       

      * * *

       


      
        
           


        

        
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      This instrument may
be executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.

       

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

       

      TETRA TECHNOLOGIES,
INC.

      


      


      By:                                                           

      Name:                                               

      Title:                                                                   

      


      


      


      


      


      


      WELLS FARGO BANK,
NATIONAL ASSOCIATION

      


      


      By:                                                 
        

      Name:                                                          

      Title: