<PAGE>   1

                                                                     EXHIBIT 4.1


                                                                [EXECUTION COPY]
================================================================================





                                  AZURIX CORP.

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



                 DOLLAR-DENOMINATED 10 3/8% SENIOR NOTES DUE 2007

                STERLING-DENOMINATED 10 3/8% SENIOR NOTES DUE 2007

                 DOLLAR-DENOMINATED 10 3/4% SENIOR NOTES DUE 2010

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



                                    INDENTURE

                          DATED AS OF FEBRUARY 18, 2000

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


              CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, AS TRUSTEE





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

<PAGE>   2


                             CROSS-REFERENCE TABLE*


<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                                                       INDENTURE SECTION
---------------------------                                                                       -----------------

<S>   <C>                                                                                         <C>
310   (a)(1)...................................................................................................7.10
      (a)(2)...................................................................................................7.10
      (a)(3)...................................................................................................N.A.
      (a)(4)...................................................................................................N.A.
      (a)(5)...................................................................................................7.10
      (b)................................................................................................7.08; 7.10
      (c)......................................................................................................N.A.
311   (a)......................................................................................................7.11
      (b)......................................................................................................7.11
      (c)......................................................................................................N.A.
312   (a)......................................................................................................2.05
      (b).....................................................................................................12.03
      (c).....................................................................................................12.03
313   (a)......................................................................................................7.06
      (b)(1)...................................................................................................N.A.
      (b)(2)...................................................................................................7.06
      (c)...............................................................................................7.06; 12.02
      (d)......................................................................................................7.06
314   (a).........................................................................................4.03; 4.15; 12.02
      (b)......................................................................................................N.A.
      (c)(1)..................................................................................................12.04
      (c)(2)..................................................................................................12.04
      (c)(3)...................................................................................................N.A.
      (d)......................................................................................................N.A.
      (e).....................................................................................................12.05
      (f)......................................................................................................N.A.
315   (a)......................................................................................................7.01
      (b)...............................................................................................7.05, 12.02
      (c)......................................................................................................7.01
      (d)................................................................................................7.01; 6.05
      (e)......................................................................................................6.11
316   (a) (last sentence)......................................................................................2.09
      (a)(1)(A)................................................................................................6.05
      (a)(1)(B)................................................................................................6.04
      (a)(2)...................................................................................................N.A.
      (b)......................................................................................................6.07
      (c)......................................................................................................2.12
317   (a)(1)...................................................................................................6.08
      (a)(2)...................................................................................................6.09
      (b)......................................................................................................2.04
318   (a).....................................................................................................13.01
      (b)......................................................................................................N.A.
      (c).....................................................................................................13.01
</TABLE>

---------------------
N.A. means not applicable.
*This Cross-Reference Table is not part of the Indenture.


<PAGE>   3



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                      ARTICLE I

                                     DEFINITIONS AND INCORPORATION BY REFERENCE

<S>                  <C>                                                                                        <C>
SECTION 1.01         Definitions..................................................................................2
SECTION 1.02         Other Definitions...........................................................................27
SECTION 1.03         Incorporation by Reference of Trust Indenture Act...........................................27
SECTION 1.04         Rules of Construction.......................................................................28

                                                     ARTICLE II

                                                      THE NOTES

SECTION 2.01         Form and Dating.............................................................................29
SECTION 2.02         Execution and Authentication................................................................31
SECTION 2.03         Registrar and Paying Agent..................................................................32
SECTION 2.04         Paying Agent to Hold Money in Trust.........................................................33
SECTION 2.05         Holder Lists................................................................................33
SECTION 2.06         Persons Deemed Owners.......................................................................33
SECTION 2.07         Transfer and Exchange.......................................................................34
SECTION 2.08         Replacement Notes...........................................................................47
SECTION 2.09         Outstanding Notes...........................................................................48
SECTION 2.10         Treasury Notes..............................................................................48
SECTION 2.11         Temporary Notes.............................................................................49
SECTION 2.12         Cancellation................................................................................49
SECTION 2.13         Defaulted Interest..........................................................................49
SECTION 2.14         CUSIP and ISIN Numbers; Common Code.........................................................50
SECTION 2.15         Substitution of Currency....................................................................50

                                                     ARTICLE III

                                              REDEMPTION AND PREPAYMENT

SECTION 3.01         Notices to Trustee..........................................................................51
SECTION 3.02         Selection of Notes to Be Redeemed...........................................................51
SECTION 3.03         Notice of Redemption........................................................................51
SECTION 3.04         Effect of Notice of Redemption..............................................................52
SECTION 3.05         Deposit of Redemption Price.................................................................52
SECTION 3.06         Notes Redeemed in Part......................................................................53
SECTION 3.07         Optional Redemption.........................................................................53
SECTION 3.08         Mandatory Redemption........................................................................54
SECTION 3.09         Offer to Purchase by Application of Net Proceeds............................................55
SECTION 3.10         Notices Upon Partial Redemption or Repurchase of Sterling Notes.............................57
</TABLE>



                                        i

<PAGE>   4
<TABLE>
<S>                  <C>                                                                                        <C>
                                                      ARTICLE IV

                                                       COVENANTS

SECTION 4.01         Payment of Notes............................................................................57
SECTION 4.02         Maintenance of Office or Agency.............................................................58
SECTION 4.03         Compliance Certificate......................................................................58
SECTION 4.04         Payment of Taxes and Other Claims...........................................................59
SECTION 4.05         Stay, Extension and Usury Laws..............................................................59
SECTION 4.06         Change of Control...........................................................................59
SECTION 4.07         Limitations on Asset Sales..................................................................62
SECTION 4.08         Restricted Payments.........................................................................64
SECTION 4.09         Limitations on Debt.........................................................................65
SECTION 4.10         Limitations on Liens........................................................................68
SECTION 4.11         Dividend and Other Payment Restrictions Affecting Subsidiaries..............................69
SECTION 4.12         Transactions with Affiliates................................................................71
SECTION 4.13         Limitations on Issuances of Guarantees by Restricted Subsidiaries...........................72
SECTION 4.14         Limitations on Sale/Leaseback Transactions..................................................72
SECTION 4.15         Reports.....................................................................................73
SECTION 4.16         Limitation on Investment Company Status.....................................................74
SECTION 4.17         Corporate Existence.........................................................................75
SECTION 4.18         Maintenance of Properties; Insurance; Books and Records.....................................75

                                                      ARTICLE V

                                                     SUCCESSORS

SECTION 5.01         Merger, Consolidation, or Sale of Assets....................................................75
SECTION 5.02         Successor Entity Substituted................................................................76

                                                     ARTICLE VI

                                                DEFAULTS AND REMEDIES

SECTION 6.01         Events of Default...........................................................................77
SECTION 6.02         Acceleration................................................................................79
SECTION 6.03         Other Remedies..............................................................................80
SECTION 6.04         Waiver of Past Defaults.....................................................................80
SECTION 6.05         Control by Majority.........................................................................80
SECTION 6.06         Limitation on Suits.........................................................................80
SECTION 6.07         Rights of Holders of Notes to Receive Payment...............................................81
SECTION 6.08         Collection Suit by Trustee..................................................................81
</TABLE>


                                       ii

<PAGE>   5



<TABLE>
<S>                  <C>                                                                                        <C>
SECTION 6.09         Trustee May File Proofs of Claim............................................................81
SECTION 6.10         Priorities..................................................................................82
SECTION 6.11         Undertaking for Costs.......................................................................82

                                                     ARTICLE VII

                                                       TRUSTEE

SECTION 7.01         Duties of Trustee...........................................................................83
SECTION 7.02         Rights of Trustee...........................................................................84
SECTION 7.03         Individual Rights of Trustee................................................................85
SECTION 7.04         Trustee's Disclaimer........................................................................86
SECTION 7.05         Notice of Defaults..........................................................................86
SECTION 7.06         Reports by Trustee to Holders of the Notes..................................................86
SECTION 7.07         Compensation and Indemnity..................................................................86
SECTION 7.08         Replacement of Trustee......................................................................87
SECTION 7.09         Successor Trustee by Merger, etc............................................................88
SECTION 7.10         Eligibility; Disqualification...............................................................89
SECTION 7.11         Preferential Collection of Claims Against Company...........................................89

                                                    ARTICLE VIII

                                      LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01         Option to Effect Legal Defeasance or Covenant Defeasance....................................89
SECTION 8.02         Legal Defeasance and Discharge..............................................................89
SECTION 8.03         Covenant Defeasance.........................................................................90
SECTION 8.04         Conditions to Legal or Covenant Defeasance..................................................91
SECTION 8.05         Deposited Money and Government Securities to be Held in Trust; Other
                     Miscellaneous Provisions....................................................................93
SECTION 8.06         Repayment to Company........................................................................93
SECTION 8.07         Reinstatement...............................................................................94

                                                     ARTICLE IX

                                          AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01         Without Consent of Holders of Notes.........................................................94
SECTION 9.02         With Consent of Holders of Notes............................................................95
SECTION 9.03         Compliance with Trust Indenture Act.........................................................97
SECTION 9.04         Revocation and Effect of Consents...........................................................97
SECTION 9.05         Notation on or Exchange of Notes............................................................97
SECTION 9.06         Trustee to Sign Amendments, etc.............................................................98
SECTION 9.07         Effect of Supplemental Indentures...........................................................98
</TABLE>



                                       iii

<PAGE>   6

<TABLE>
<S>                  <C>                                                                                        <C>
                                                      ARTICLE X

                                                 SUBSIDIARY GUARANTEES

SECTION 10.01        Subsidiary Guarantees.......................................................................98
SECTION 10.02        Additional Amounts..........................................................................99
SECTION 10.03        Limitation of Subsidiary Guarantor's Liability.............................................101
SECTION 10.04        Execution and Delivery of Subsidiary Guarantees............................................102
SECTION 10.05        Subsidiary Guarantors May Consolidate, etc., on Certain Terms..............................102
SECTION 10.06        Releases of Subsidiary Guarantee...........................................................103
SECTION 10.07        "Trustee" to Include Paying Agent..........................................................104
SECTION 10.08        Addition of Subsidiary Guarantors..........................................................104
SECTION 10.09        Consent to Jurisdiction and Service of Process.............................................104
SECTION 10.10        Waiver of Immunity.........................................................................105
SECTION 10.11        Judgment Currency..........................................................................105

                                                     ARTICLE XI

                                             SATISFACTION AND DISCHARGE

SECTION 11.01        Satisfaction and Discharge.................................................................106
SECTION 11.02        Application of Trust.......................................................................107
SECTION 11.03        Repayment to the Company...................................................................108
SECTION 11.04        Reinstatement..............................................................................108

                                                     ARTICLE XII

                                                    MISCELLANEOUS

SECTION 12.01        Trust Indenture Act Controls...............................................................108
SECTION 12.02        Notices....................................................................................108
SECTION 12.03        Communication by Holders of Notes with Other Holders of Notes..............................110
SECTION 12.04        Certificate and Opinion as to Conditions Precedent.........................................110
SECTION 12.05        Statements Required in Certificate or Opinion..............................................111
SECTION 12.06        Rules by Trustee and Agents................................................................111
SECTION 12.07        No Personal Liability of Directors, Officers, Partners, Employees,
                     Incorporators, Stockholders and Members....................................................112
SECTION 12.08        Governing Law..............................................................................112
SECTION 12.09        No Adverse Interpretation of Other Agreements..............................................112
SECTION 12.10        Successors.................................................................................112
SECTION 12.11        Severability...............................................................................112
SECTION 12.12        Counterpart Originals......................................................................112
SECTION 12.13        Table of Contents, Headings, etc...........................................................112
</TABLE>



                                       iv

<PAGE>   7



                                    EXHIBITS

<TABLE>
<S>               <C>                                                                                          <C>
Exhibit A         FORM OF 7-YEAR DOLLAR NOTE ...................................................................A-1

Exhibit B         FORM OF 7-YEAR STERLING NOTE..................................................................B-1

Exhibit C         FORM OF 10-YEAR DOLLAR NOTE ..................................................................C-1

Exhibit D         FORM OF CERTIFICATE OF TRANSFER ..............................................................D-1

Exhibit E         FORM OF CERTIFICATE OF EXCHANGE...............................................................E-1

Exhibit F         FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL
                  ACCREDITED INVESTOR ..........................................................................F-1

Exhibit G         FORM OF SUBSIDIARY GUARANTEE NOTATION ........................................................G-1

Exhibit H         FORM OF SUPPLEMENTAL INDENTURE................................................................H-1
</TABLE>



                                        v

<PAGE>   8

         INDENTURE dated as of February 18, 2000 between AZURIX CORP., a
Delaware corporation (the "Company"), and CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, a national banking association, as trustee (the "Trustee").

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of its dollar-denominated 10 3/8% Senior
Notes due 2007 (the "7-Year Dollar Notes"), its sterling-denominated 10 3/8%
Senior Notes due 2007 (the "7-Year Sterling Notes" or "Sterling Notes") and its
dollar-denominated 10 3/4% Senior Notes due 2010 (the "10-Year Dollar Notes"),
to be issued as provided for in this Indenture.

         On the date of this Indenture, the Company is issuing $240 million
aggregate principal amount of 7-Year Dollar Notes, (pound)100 million aggregate
principal amount of its Sterling Notes and $200 million aggregate principal
amount of its 10-Year Dollar Notes. This Indenture provides for the issuance
thereafter of Subsequent Notes (as defined herein), subject to the terms,
covenants and conditions set forth herein.

         The 7-Year Dollar Notes and the 10-Year Dollar Notes are referred to
herein as the "Dollar Notes." The Sterling Notes and the Dollar Notes are
referred to collectively as the "Notes." The Notes may consist of any or all of
the Global Notes issued on the date of this Indenture (the "Initial Notes"),
Definitive Registered Notes (as defined herein), Subsequent Notes or Exchange
Notes (as defined herein).

         All things necessary to make this Indenture a valid agreement of the
Company, enforceable against the Company in accordance with its terms, have been
done, and the Company has done all things necessary to make the Notes, when
executed by the Company and authenticated and delivered by the Trustee hereunder
and duly issued by the Company, the valid obligations of the Company as
hereinafter provided.

         From and after the first to occur of the effectiveness of the
Exchange Offer Registration Statement (as defined herein) or the Shelf
Registration Statement (as defined herein), this Indenture will be subject to,
and shall be governed by, the provisions of the Trust Indenture Act of 1939, as
amended, that are required to be a part of and to govern indentures qualified
under the Trust Indenture Act of 1939, as amended.

         The parties hereto agree as follows for the benefit of each other and
for the equal and ratable benefit of the Holders (as defined below) of the
Notes:

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE


<PAGE>   9



SECTION 1.01 Definitions.

         "Acquisition Debt" means Debt of any Person existing at the time such
Person became a Restricted Subsidiary -- or such Person is merged into the
Company or one of its Restricted Subsidiaries -- or assumed in connection with
the acquisition of assets from any such Person, other than assets acquired in
the ordinary course of business, including Debt Incurred in connection with, or
in contemplation of, such Person becoming a Restricted Subsidiary -- but
excluding Debt of such Person which is extinguished, retired or repaid in
connection with such Person becoming a Restricted Subsidiary.

         "Adjusted Consolidated Net Income" means for any period, for the
Company, the aggregate Net Income of the Company and its Restricted Subsidiaries
for such period determined on a consolidated basis in conformity with GAAP;
provided that the following items shall be excluded in computing Adjusted
Consolidated Net Income without duplication:

                  (1) the Net Income of any Unrestricted Subsidiary, or any
other Person, other than a Restricted Subsidiary, in which any third Person has
a joint interest, except to the extent of the amount of dividends or other
distributions actually paid in cash to the Company or any of its Restricted
Subsidiaries during such period by such Unrestricted Subsidiary or other Person
which dividends and distributions shall be included in such computation;

                  (2) solely for the purposes of calculating the amount of
Restricted Payments that may be made pursuant to Sections 4.08(c)(i) and (ii) --
and in such case, except to the extent includable pursuant to clause (1) above
-- Net Income, if positive, of a Person accrued prior to the date it becomes a
Restricted Subsidiary or is merged into or consolidated with the Company or any
of its Restricted Subsidiaries or all or substantially all of the Properties of
such Person are acquired by the Company or any of its Restricted Subsidiaries;

                  (3) any gains or losses on an after-tax basis attributable to
the sale or other disposition of assets (including the sale or disposition of
the Capital Stock of any Person) which are not sold or disposed of in the
ordinary course of business; and

                  (4) the cumulative effect of a change in accounting
principles.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such Person. For the purposes of this definition, "control," including, with
correlative meanings, the terms "controlling," "controlled by" and "under common
control with," when used with respect to any Person means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise. For purposes of Section 4.12 only,
"Affiliate" shall also mean any beneficial owner (as defined in Rules 13d-3 and
13d-5 under the Exchange Act) of Capital Stock representing 10% or more of the
total voting power of the Voting Stock (on a fully diluted basis) of the Company
or of rights or



                                       2
<PAGE>   10

warrants to purchase such Capital Stock (whether or not currently exercisable)
and any Person who would be an Affiliate of any such beneficial owner pursuant
to the first sentence hereof.

         "Agent" means any Registrar or Paying Agent.

         "Applicable Procedures" means, with respect to any transfer, exchange
or other transaction of or for beneficial interests in any Global Note, the
rules and procedures of DTC with respect to the Dollar Global Notes and the
"Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" of Euroclear and, at such time as Clearstream may
act as a Sterling Book-Entry Depositary with respect to the Sterling Global
Notes, "General Terms and Conditions of Clearstream" and "Customer Handbook" of
Clearstream with respect to the Sterling Global Notes, in each case, to the
extent applicable to such transaction and as in effect at the time of such
transaction.

         "Asset Acquisition" means:

                  (1) an investment by the Company or any of its Subsidiaries in
any other Person pursuant to which such Person shall become a Subsidiary of the
Company or any of its Subsidiaries or shall be merged into or consolidated with
the Company or any of its Subsidiaries or

                  (2) an acquisition by the Company or any of its Subsidiaries
of the Property of any Person other than the Company or any of its Subsidiaries
that constitutes substantially all of an operating unit or business of such
Person.

         "Asset Disposition" means the sale or other disposition by the Company
or any of its Subsidiaries, other than to the Company or another Subsidiary of
the Company, of (1) all or substantially all of the Capital Stock of any
Subsidiary of the Company or (2) all or substantially all of the Property that
constitutes an operating unit or business of the Company or any of its
Subsidiaries.

         "Asset Sale" means:

                  (1) the sale, lease, conveyance or transfer (which has the
effect of a disposition and is not for the purpose of creating a Lien),
including, without limitation, by way of merger, consolidation or combination,
of any assets or rights, other than leases of assets or sales of inventory in
the ordinary course of business; provided, however, that the transfer of all or
substantially all of the assets of the Company, in one transaction or a series
of related transactions, shall be governed by Section 4.06 and/or Section 5.01
and not by Section 4.07; and

                  (2) the issuance of Capital Stock by any of the Restricted
Subsidiaries or the sale by the Company or any Restricted Subsidiary including,
without limitation, by way of merger, consolidation or combination, of Capital
Stock in any of its Subsidiaries; provided, however, that any such sale that
constitutes the transfer of all or substantially all of the assets of the
Company, in



                                       3
<PAGE>   11

one transaction or a series of related transactions, will be governed by the
provisions of the indenture described in the proviso to the preceding clause
(1).

         Notwithstanding the preceding, the following items shall not be deemed
to be Asset Sales:

                  (1) a transfer of cash or cash equivalents;

                  (2) any single transaction or series of related transactions
that: (a) involves assets having a fair market value of less than or equal to
$10 million; or (b) results in net proceeds to the Company and its Restricted
Subsidiaries of less than or equal to $10 million;

                  (3) a transfer of assets between or among the Company and its
Restricted Subsidiaries;

                  (4) an issuance of Capital Stock by a Restricted Subsidiary to
the Company or to another Restricted Subsidiary; and

                  (5) any exchange by the Company or any Restricted Subsidiary
of any assets for similar assets used or useful in any Permitted Business held
by another Person; provided that the fair market value of the assets exchanged
by the Company or such Restricted Subsidiary is reasonably equivalent to the
fair market value of the assets to be received by the Company or such Restricted
Subsidiary.

         "Attributable Debt" in respect of a Sale/Leaseback Transaction means,
as of the time of determination, the present value discounted at the interest
rate assumed in making calculations in accordance with GAAP of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale/Leaseback Transaction, including any period for
which such lease has been extended.

         "Attributable Value" means, as to a Capitalized Lease Obligation under
which any Person is at the time liable and at any date as of which the amount
thereof is to be determined, the capitalized amount thereof that would appear on
the face of a balance sheet of such Person in accordance with GAAP.

         "Average Life" means, at any date of determination with respect to any
Debt security or Preferred Stock, the quotient obtained by dividing (1) the sum
of the product of (A) the number of years from such date of determination to the
dates of each successive scheduled principal or involuntary liquidation value
payment of such Debt security or Preferred Stock, respectively, multiplied by
(B) the amount of such principal or involuntary liquidation value payment by (2)
the sum of all such principal or involuntary liquidation value payments.

         "Azurix Europe" means Azurix Europe Limited, a company incorporated in
England and Wales and a wholly owned subsidiary of the Company, and its
successors.



                                       4
<PAGE>   12

         "Azurix Europe Credit Facility" means the revolving credit facility,
dated as of May 10, 1999, among Azurix Europe and Chase Manhattan Plc and
Westdeutsche Landesbank Girozentrale, as arrangers, Westdeutsche Landesbank
Girozentrale, as facility agent, and Chase Manhattan Trustees Limited, as
security agent, as the same may be amended, modified, supplemented, extended,
restated, replaced, renewed or refinanced from time to time.

         "Bankruptcy Law" means (i) Title 11 of the US Code, (ii) the Insolvency
Act 1986 or (iii) any other law of the United States, the United Kingdom, any
political subdivision thereof or any other jurisdiction relating to bankruptcy,
insolvency, winding up, liquidation, reorganization or relief of debtors.

         "Board of Directors" means either the board of directors of the Company
or any committee of such board duly authorized to act on behalf of such board.

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

         "Book-Entry Interest" means a Dollar Book-Entry Interest and a Sterling
Book Entry Interest.

         "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement in relation to the Notes originally issued on the Issue Date.

         "Business Day" means a day which in the city, or in any of the cities,
if more than one, where amounts are payable in respect of the Notes is neither a
Legal Holiday nor a day on which banking institutions are authorized or required
by law or regulation to close.

         "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents however designated, whether
voting or non-voting, of, or interests in, the equity of such Person which are
outstanding or issued on or after the date of this Indenture, including, without
limitation, all Common Stock and Preferred Stock and partnership and joint
venture interests of such Person.

         "Capitalized Lease" means, as applied to any Person, any lease of any
Property of which the discounted present value of the rental obligations of such
Person as lessee, in conformity with GAAP, is required to be capitalized on the
balance sheet of such Person.

         "Capitalized Lease Obligation" means an obligation that is required to
be classified and accounted for as a capitalized lease for financial reporting
purposes in accordance with GAAP, and the amount of Debt represented by such
obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP, and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date such lease may be terminated without penalty.



                                       5
<PAGE>   13

         "Change of Control" means the occurrence of one or more of the
following events:

                  (1) any "person," as such term is used in Sections 13(d) and
14(d) of the Exchange Act, other than one or more Permitted Holders, is or
becomes the "beneficial owner," as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that a person shall be deemed to have "beneficial
ownership" of all shares that any such person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time,
directly or indirectly, of more than 50% of the total voting power of the Voting
Stock of the Company;

                  (2) there shall be consummated any consolidation or merger of
the Company in which the Company is not the continuing or surviving Person or
pursuant to which the Common Stock of the Company would be converted into cash,
securities or other property, other than a merger or consolidation of the
Company with or into a Permitted Holder or in which the holders of the Capital
Stock of the Company outstanding immediately prior to the consolidation or
merger hold, directly or indirectly, at least a majority of the Capital Stock of
the surviving Person immediately after such consolidation or merger;

                  (3) during any two-year period, individuals who at the
beginning of such period constituted the Board of Directors -- together with any
new directors elected by such Board of Directors or nominated for election by
the stockholders of the Company by a vote of at least a majority of the
directors of the Company then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved -- cease for any reason to constitute a majority of the
Board of Directors then in office; or

                  (4) the approval by the holders of Capital Stock of the
Company of any plan or proposal for the liquidation or dissolution of the
Company (whether or not otherwise in compliance with this Indenture).

         "Clearstream" means Clearstream Banking and its successors and assigns.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the rules and regulations thereunder.

         "Commission" or "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 Indenture such Commission is not existing and
performing the duties now assigned to such term under the TIA, then the body
performing such duties at such time.

         "Common Depositary" means The Chase Manhattan Bank, London branch, and
its successors and assigns, in its capacity as common depositary of the Sterling
Global Notes on behalf of the Sterling Depositaries.



                                       6
<PAGE>   14

         "Common Stock" means with respect to any Person, Capital Stock of such
Person that does not rank prior, as to the payment of dividends or as to the
distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up of such Person, to shares of Capital Stock of any
other class of such Person.

         "Company" means Azurix Corp., a corporation incorporated under the laws
of Delaware, until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.

         "Consolidated EBITDA" of the Company for any period means Adjusted
Consolidated Net Income plus:

                  (1) income taxes, excluding income taxes -- either positive or
negative -- attributable to extraordinary and non-recurring gains or losses but
including state franchise taxes accounted for as income taxes in accordance with
GAAP, all determined on a consolidated basis for the Company and its Restricted
Subsidiaries in accordance with GAAP,

                  (2) Consolidated Interest Expense,

                  (3) depreciation and amortization expense, all determined on a
consolidated basis for the Company and its Restricted Subsidiaries in accordance
with GAAP, and

                  (4) all other non-cash items reducing Adjusted Consolidated
Net Income (except accruals for or reserves against future cash expenses) for
such period, all determined on a consolidated basis for the Company and its
Restricted Subsidiaries in accordance with GAAP,

minus all non-cash items increasing Adjusted Consolidated Net Income during such
period; provided, however, that income tax expense, depreciation and
amortization expense and any other non-cash item of any Restricted Subsidiary
shall be included in computing Consolidated EBITDA only to the extent (and in
the same proportion) that the Net Income of the Restricted Subsidiary was
included in Adjusted Consolidated Net Income.

         "Consolidated Fixed Charges" means, for any period, the aggregate of:

                  (1) Consolidated Interest Expense,

                  (2) to the extent not included in clause (1), the interest
component of Capitalized Leases, determined on a consolidated basis for the
Company and its Restricted Subsidiaries in accordance with GAAP and

                  (3) cash dividends due whether or not declared on the
Preferred Stock of any Restricted Subsidiary and any Redeemable Stock of the
Company.



                                       7
<PAGE>   15

         "Consolidated Interest Expense" of the Company means, for any period,
(A) the sum of (x) aggregate interest expense in respect of Debt of the Company
and its Restricted Subsidiaries determined on a consolidated basis in accordance
with GAAP, including, without limitation, amortization of original issue
discount and non-cash interest payments or accruals, imputed interest related to
Sale/Leaseback Transactions, and all commissions, discounts, other fees and
charges owed with respect to letters of credit and bankers' acceptance
financings and net costs associated with Interest Rate Protection Agreements,
(y) to the extent not included in clause (x) or clause (2) of the definition of
Consolidated Fixed Charges, any amounts paid during such period in respect of
such interest expense, commissions, discounts, other fees and charges that have
been capitalized, and (z) any interest expense on Debt of another Person that is
Guaranteed by the Company or one of its Restricted Subsidiaries or secured by a
Lien on assets of the Company or one of its Restricted Subsidiaries (whether or
not such Guarantee or Lien is called upon), provided that Consolidated Interest
Expense in respect of a Guarantee by the Company or any of its Restricted
Subsidiaries of Debt of another Person shall be equal to the commissions,
discounts, other fees and charges that would be due with respect to a
hypothetical letter of credit issued under a bank credit agreement that can be
drawn by the beneficiary thereof in the amount of the Debt so Guaranteed if (i)
neither the Company nor any Restricted Subsidiary is actually making directly or
indirectly interest payments on such Debt and (ii) GAAP does not require the
Company on an unconsolidated basis to record such Debt as a liability of the
Company, less (B) the interest income of the Company and its Restricted
Subsidiaries determined on a consolidated basis in accordance with GAAP to the
extent such income is attributable to cash or cash equivalents that are subject
to a Lien securing Debt of the Company or any Restricted Subsidiary.

         "Consolidated Total Assets" of the Company means, as of any date the
aggregate of total assets of the Company and its Restricted Subsidiaries as
would be shown on a consolidated balance sheet of the Company and its Restricted
Subsidiaries prepared as of such date in accordance with GAAP.

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Currency Protection Agreement" means with respect to any Person any
foreign exchange contract, currency swap agreement or other similar agreement or
arrangement designed to protect such Person or any of its Subsidiaries against
fluctuations in currency values to or under which such Person or any of its
Subsidiaries is a party or a beneficiary on the date of this Indenture or
becomes a party or a beneficiary thereafter.

         "Debt" means, with respect to any Person at any date of determination
without duplication:

                  (1) all indebtedness of such Person for borrowed money,

                  (2) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments,



                                       8
<PAGE>   16

                  (3) all obligations of such Person in respect of letters of
credit or bankers' acceptances or other similar instruments or reimbursement
obligations with respect thereto, other than standby and documentary letters of
credit, bankers' acceptances and performance or surety bonds issued in the
ordinary course of business and not in support of indebtedness for borrowed
money, to the extent not drawn,

                  (4) all obligations of such Person to pay the deferred
purchase price of property or services, except Trade Payables,

                  (5) the Attributable Value of all obligations of such Person
as lessee under Capitalized Leases,

                  (6) all Debt of others secured by a Lien on any asset of such
Person, whether or not such Debt is assumed by such Person; provided that, for
purposes of determining the amount of any Debt of the type described in this
clause, if recourse with respect to such Debt is limited to such asset, the
amount of such Debt shall be limited to the lesser of the fair market value of
such asset or the amount of such Debt,

                  (7) all Debt of others Guaranteed by such Person to the extent
such Debt is Guaranteed by such Person,

                  (8) all Redeemable Stock valued at the greater of its
voluntary or involuntary liquidation preference plus accrued and unpaid
dividends and

                  (9) to the extent not otherwise included in this definition,
all obligations of such Person under Currency Protection Agreements and Interest
Rate Protection Agreements.

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

         "Definitive Registered Note" means any Note issued in accordance with
Section 2.07(c) or (e), not bearing the Global Note Legend, substantially in the
form of (i) Exhibit A attached hereto with respect to the 7-Year Dollar Notes,
(ii) Exhibit B attached hereto with respect to the 7-Year Sterling Notes and
(iii) Exhibit C attached hereto with respect to the 10-Year Dollar Notes.

         "Depositary" means each of the Dollar Depositary and the Sterling
Depositaries.

         "Dollar Book-Entry Interest" means an indirect beneficial interest in a
Dollar Global Note held on, and transferred only through, records maintained in
book-entry form by a Dollar Depositary.

         "Dollar Definitive Registered Notes" means the Dollar Restricted
Definitive Registered Notes and the Dollar Unrestricted Definitive Registered
Notes.



                                       9
<PAGE>   17

         "Dollar Depositary" means DTC or any successor depositary with respect
to the Dollar Notes.

         "Dollar Global Notes" means the Dollar U.S. Global Notes, the Dollar
International Global Notes and, if applicable, the Dollar Unrestricted Global
Notes.

         "Dollar International Global Notes" means one or more Global Notes
bearing the Global Note Legend and the Restricted Note Legend in registered form
without coupons that shall be issued on the Issue Date (or, in the case of any
Subsequent Notes, thereafter) in an original principal amount equal to the
aggregate principal amount of the Dollar Notes of the applicable series sold in
reliance on Regulation S and deposited with the Dollar Depositary.

         "Dollar Notes" means the 7-Year Dollar Notes and the 10-Year Dollar
Notes.

         "Dollar Restricted Definitive Registered Note" means a Definitive
Registered Note bearing the Restricted Note Legend issued in registered form
without coupons in a principal amount of $1,000 or integral multiples thereof.

         "Dollar Restricted Global Notes" means the Dollar U.S. Global Notes and
the Dollar International Global Notes.

         "Dollar U.S. Global Notes" means one or more Global Notes bearing the
Global Note Legend and the Restricted Note Legend in registered form without
coupons that shall be issued on the Issue Date (or, in the case of any
Subsequent Notes, thereafter), in an original principal amount equal to the
aggregate principal amount of the Dollar Notes of the applicable series sold in
reliance on Rule 144A or another applicable exemption (other than Regulation S)
and deposited with the Dollar Depositary.

         "Dollar Unrestricted Definitive Registered Note" means a Dollar
Definitive Registered Note not bearing the Restricted Note Legend issued in
registered form without coupons in a principal amount of $1,000 or integral
multiples thereof.

         "Dollar Unrestricted Global Notes" means one or more Global Notes not
bearing the Restricted Note Legend issued in registered form without coupons in
a principal amount of $1,000 or integral multiples thereof, and deposited with
the Dollar Depositary.

         "Dollar Unrestricted Notes" means the Dollar Unrestricted Definitive
Registered Notes and the Dollar Unrestricted Global Notes.

         "DTC" means The Depository Trust Company.

         "Enron" means Enron Corp., an Oregon corporation, and its successors.



                                       10
<PAGE>   18

         "Euro" means the single currency of participating member states of the
European Economic and Monetary Union.

         "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system, and its successors and assigns.

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

         "Exchange Notes" means any Notes issued pursuant to an Exchange Offer,
including any such Notes issued in exchange for any Subsequent Notes.

         "Exchange Offer" has the meaning set forth in the initial Registration
Rights Agreement in relation to the Initial Notes and has a correlative meaning
in relation to any Subsequent Notes.

         "Exchange Offer Registration Statement" has the meaning set forth in
the initial Registration Rights Agreement in relation to the Initial Notes and
has a correlative meaning in relation to any Subsequent Notes.

         "Fixed Charge Ratio" means the ratio, on a pro forma basis, of (1) the
aggregate amount of Consolidated EBITDA for the Reference Period immediately
prior to the date of the transaction giving rise to the need to calculate the
Fixed Charge Ratio (the "Transaction Date") to (2) the aggregate Consolidated
Fixed Charges during such Reference Period; provided that for purposes of such
computation, in calculating Consolidated EBITDA and Consolidated Fixed Charges:

                           (A) the Incurrence of the Debt giving rise to the
         need to calculate the Fixed Charge Ratio and the application of the
         proceeds therefrom shall be assumed to have occurred on the first day
         of the Reference Period,

                           (B) Asset Dispositions and Asset Acquisitions which
         occur during the Reference Period or subsequent to the Reference Period
         and prior to the Transaction Date -- but including any Asset
         Acquisition to be made with the Debt Incurred pursuant to (1) above --
         shall be assumed to have occurred on the first day of the Reference
         Period,

                           (C) the Incurrence of any Debt during the Reference
         Period or subsequent to the Reference Period and prior to the
         Transaction Date and the application of the proceeds therefrom shall be
         assumed to have occurred on the first day of such Reference Period,

                           (D) Consolidated Interest Expense attributable to any
         Debt, whether existing or being Incurred, computed on a pro forma basis
         and bearing a floating interest rate shall be computed as if the rate
         in effect on the date of computation had been the applicable rate for
         the entire period unless the Company or any of its Restricted
         Subsidiaries is a party to an Interest Rate Protection Agreement, which
         shall remain in effect for the twelve month



                                       11
<PAGE>   19

         period after the Transaction Date, which has the effect of fixing the
         interest rate on the date of computation, in which case such rate
         whether higher or lower shall be used, and

                           (E) there shall be excluded from Consolidated Fixed
         Charges any Consolidated Fixed Charges related to any amount of Debt
         which was outstanding during or subsequent to the Reference Period but
         is not outstanding on the Transaction Date, except for Consolidated
         Fixed Charges actually incurred with respect to Debt borrowed, as
         adjusted pursuant to clause (D), (x) under a revolving credit or
         similar arrangement to the extent the commitment thereunder remains in
         effect on the Transaction Date or (y) pursuant to Section 4.09(b)(i).

For the purpose of making this computation, Asset Dispositions and Asset
Acquisitions which have been made by any Person which has become a Restricted
Subsidiary or been merged with or into the Company or any Restricted Subsidiary
during the Reference Period, or subsequent to the Reference Period and prior to
the Transaction Date, shall be calculated on a pro forma basis, including all of
the calculations referred to in clauses (A) through (E) above assuming such
Asset Dispositions or Asset Acquisitions occurred on the first day of the
Reference Period.

         "Foreign Asset Sale" means an Asset Sale in respect of the Capital
Stock or assets of a Foreign Subsidiary or a Foreign Joint Venture to the extent
that the proceeds of such Asset Sale are received by a Person subject in respect
of such proceeds to the tax laws of a jurisdiction other than the United States
of America or any State thereof or the District of Columbia.

         "Foreign Joint Venture" means a Joint Venture organized under the laws
of a jurisdiction other than the United States of America or a State thereof or
the District of Columbia with significant operations or assets outside the
United States of America or a State thereof or the District of Columbia.

         "Foreign Sale/Leaseback Transaction" means a Sale/Leaseback Transaction
in respect of the Capital Stock or assets of a Foreign Subsidiary or a Foreign
Joint Venture to the extent that the proceeds of such Sale/Leaseback Transaction
are received by a Person subject in respect of such proceeds to the tax laws of
a jurisdiction other than the United States of America or any State thereof or
the District of Columbia.

         "Foreign Subsidiary" means a Subsidiary that is organized under the
laws of a jurisdiction other than the United States of America or a State
thereof or the District of Columbia with significant operations or assets
outside the United States of America or a State thereof or the District of
Columbia.

         "GAAP" means generally accepted accounting principles in the United
States applied on a basis consistent with the principles, methods, procedures
and practices employed in the preparation of the Company's audited financial
statements, including, without limitation, 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


                                       12
<PAGE>   20

Standards Board or in such other statements by such other entity as approved by
a significant segment of the accounting profession.

         "Gilt Rate" means the yield to maturity at the time of computation of
United Kingdom government securities with a constant maturity as compiled by the
Office for National Statistics and published in the most recent financial
statistics that have become publicly available at least two business days in
London prior to the date fixed for redemption, most nearly equal to then
remaining years to the Stated Maturity of the Sterling Notes; provided that if
the number of years to the Stated Maturity of the Sterling Notes is not equal to
the constant maturity of a United Kingdom government security for which a weekly
average yield is given, the Gilt Rate shall be obtained by linear interpolation,
calculated to the nearest one-twelfth of a year, from the weekly average yields
of United Kingdom government securities for which such yields are given except
that if the number of years to the Stated Maturity of the Sterling Notes is less
than one year, the weekly average yield on actually traded United Kingdom
government securities adjusted to a constant maturity of one year shall be used.

         "Global Notes" means, in relation to the Notes issued on the Issue Date
and in relation to any issue of Subsequent Notes, one or more registered
definitive global securities without coupons, substantially in the form of (i)
Exhibit A attached hereto with respect to the 7-Year Dollar Notes, (ii) Exhibit
B attached hereto with respect to the 7-Year Sterling Notes or (iii) Exhibit C
attached hereto with respect to the 10-Year Dollar Notes, in each case bearing
the Global Note Legend, which global securities shall represent all of such
Notes outstanding of the applicable series at any time unless or until
Definitive Registered Notes of such series are issued in respect of all or any
Notes of such series, in which case the Global Notes at any time shall represent
all those Notes of the applicable series which are not at such time evidenced by
Definitive Registered Notes.

         "Global Note Legend" means any of the legends identifying any Global
Note as such initially set forth on the forms of Notes attached hereto as
Exhibits A, B and C, respectively.

         "Government Securities" means, collectively, the U.S. Government
Obligations and the U.K. Government Obligations.

         "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Debt or other obligation of any
other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person:

                  (1) to purchase or pay or advance or supply funds for the
purchase or payment of such Debt or other obligation of such other Person,
whether arising by virtue of partnership arrangements, or by agreement to
keep-well, to purchase assets, goods, securities or services, or to take-or-pay,
or to maintain financial statement conditions or otherwise, or



                                       13
<PAGE>   21

                  (2) entered into for purposes of assuring in any other manner
the obligee of such Debt or other obligation of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part);

provided that the term "Guarantee" shall not include endorsements for collection
or deposit in the ordinary course of business. The term "Guarantee" used as a
verb has a corresponding meaning.

         "Holder" means the Person in whose name a Note is registered on the
Registrar's books.

         "Incur" means with respect to any Debt, to incur, create, issue,
assume, Guarantee or otherwise become liable for or with respect to, or become
responsible for, the payment of, contingently or otherwise, such Debt; provided
that neither the accrual of interest, whether such interest is payable in cash
or kind, nor the accretion of original issue discount shall be considered an
Incurrence of Debt.

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

         "Indirect Participant" means a Person who holds a Book-Entry Interest
through a Participant.

         "Initial Notes" has the meaning set forth in the Preamble to this
Indenture.

         "Initial Purchasers" means Donaldson, Lufkin & Jenrette Securities
Corporation, Donaldson, Lufkin & Jenrette International, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Merrill Lynch International, Chase Securities Inc.,
Chase Manhattan International Limited, Credit Suisse First Boston Corporation
and Credit Suisse First Boston (Europe) Limited.

         "Interest Rate Protection Agreement" means, with respect to any Person,
any interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement designed to protect such Person or any of
its Subsidiaries against fluctuations in interest rates to or under which such
Person or any of its Subsidiaries is a party or a beneficiary on the date of
this Indenture or becomes a party or a beneficiary thereafter.

         "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Notes.

         "International Global Notes" means the Dollar International Global
Notes and the Sterling International Global Notes.

         "Issue Date" means the first date on which the Notes are issued under
this Indenture.

         "Joint Venture" means a joint venture, partnership or other similar
arrangement, whether in corporate, partnership or other legal form; provided
that, as to any such arrangement in corporate



                                       14
<PAGE>   22

form, such corporation shall not, as to any Person of which such corporation is
a Subsidiary, be considered to be a Joint Venture to which such Person is a
party.

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

         "Legends" means the Restricted Note Legend and the Global Note Legend.

         "Lien" means, with respect to any Property, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such
Property; provided, however, that the term "Lien" shall not mean any easements,
rights-of-way, restrictions and other similar encumbrances and encumbrances
consisting of zoning restrictions, leases, subleases, licenses, sublicenses,
restrictions on the use of property or defects in the title thereto. For
purposes of this Indenture, the Company shall be deemed to own subject to a Lien
any Property which it has acquired or holds subject to the interest of a vendor
or lessor under any conditional sale agreement, Capitalized Lease or other title
retention agreement relating to such Property.

         "Liquidated Damages" means all liquidated damages then owing to any
Holders pursuant to a Registration Rights Agreement.

         "Net Cash Proceeds" from a Sale/Leaseback Transaction means cash
payments received -- including any cash payments received by way of a payment of
principal pursuant to a note or installment receivable or otherwise, but only as
and when received, including any cash received upon sale or disposition of such
note or receivable, excluding any other consideration received in the form of
assumption by the acquiring Person of Debt or other obligations relating to the
Property disposed of in such Sale/Leaseback Transaction, as the case may be, or
received in any other noncash form -- therefrom, in each case, net of all legal,
title and recording tax expenses, commissions and other fees and expenses
incurred or payable, and all federal, state, provincial, foreign and local taxes
required to be accrued as a liability under GAAP:

                  (1) as a consequence of such Sale/Leaseback Transaction,

                  (2) as a result of the repayment of any Debt in any
jurisdiction other than the jurisdiction where the Property disposed of was
located or

                  (3) as a result of any repatriation to the United States of
any proceeds of such Sale/Leaseback Transaction, as the case may be,

and in each case net of a reasonable reserve for the after-tax cost of any
indemnification payments, whether fixed or contingent, attributable to seller's
indemnities to the purchaser undertaken by the Company or any of its Restricted
Subsidiaries in connection with such Sale/Leaseback Transaction,



                                       15
<PAGE>   23

as the case may be, but excluding any payments, which by the terms of the
indemnities shall not, under any circumstances, be made prior to the latest
Stated Maturity of the outstanding Notes, and net of all payments made on any
Debt which is secured by such Property, in accordance with the terms of any Lien
upon or with respect to such Property or which must by its terms or by
applicable law be repaid out of the proceeds from such Sale/Leaseback
Transaction, as the case may be, and net of all distributions and other payments
made to holders of minority interests in Restricted Subsidiaries or Joint
Ventures as a result of such Sale/Leaseback Transaction, as the case may be.

         "Net Income" of any Person for any period means the net income (loss)
of such Person for such period, determined in accordance with GAAP, except that
both extraordinary gains and losses and non-recurring gains and losses shall be
excluded.

         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof, including all federal, state, provincial, foreign and local
taxes required to be accrued as a liability under GAAP as a result of any
repatriation to the United States of any proceeds of such Asset Sale, as the
case may be, and in each case net of a reasonable reserve for the after-tax cost
of any indemnification payments, whether fixed or contingent, attributable to
seller's indemnities to the purchaser undertaken by the Company or any of its
Restricted Subsidiaries in connection with such Asset Sale, as the case may be,
but excluding any payments, which by the terms of the indemnities shall not,
under any circumstances, be made prior to the latest Stated Maturity of the
outstanding Notes, and net of all payments made on any Debt which is secured by
any Property included in such Asset Sale, in accordance with the terms of any
Lien upon or with respect to such Property or which must by its terms or by
applicable law be repaid out of the proceeds from such Asset Sale, as the case
may be, and net of all distributions and other payments made to holders of
minority interests in Restricted Subsidiaries or Joint Ventures as a result of
such Asset Sale, as the case may be, in each case after taking into account any
available tax credits or deductions and any tax sharing arrangements.

         "Non-Recourse" to a Person as applied to any Debt or portion thereof
means that such Person is not, directly or indirectly, liable to make any
payments with respect to such Debt or portion thereof, that no Guarantee of such
Debt or portion thereof has been made by such Person other than a Guarantee
limited in recourse to the Capital Stock of the Person incurring such Debt -- or
any shareholder, partner, member or participant of such Person -- and that such
Debt or portion thereof is not secured by a Lien on any asset of such Person
other than the Capital Stock of the Person incurring such Debt -- or any
shareholder, partner, member or participant of such Person -- or of the Person
whose obligations were Guaranteed, provided that for purposes of this definition
the status of a Subsidiary as a general partner of a partnership or Joint
Venture shall not, without more, cause such Person to be, directly or
indirectly, liable to make payments with respect to such Debt or constitute a
Guarantee of such Debt for purposes of determining whether Debt is Non-Recourse.



                                       16
<PAGE>   24

         "Non-U.S. Person" means a person who is not a "U.S. Person" as defined
in Regulation S under the Securities Act.

         "Notes" has the meaning assigned to such term in the preamble to this
Indenture.

         "Obligations" means any principal, premium, interest, Liquidated
Damages, penalties, fees, indemnifications, reimbursement obligations, damages
and other liabilities payable under the documentation governing any
Indebtedness.

         "Offering" means the offering of the Initial Notes by the Company
pursuant to the Offering Memorandum.

         "Offering Memorandum" means the offering memorandum, dated February 11,
2000, of the Company relating to the Offering.

         "Officer" means, with respect to any Person, the Chairman of the Board,
any Vice Chairman, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, the Chief Accounting Officer,
the Managing Director--Finance, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary or any Vice-President or Executive Director of such
Person.

         "Officers' Certificate" means a certificate signed by

                  (1) the Chairman of the Board of Directors or any Vice
Chairman, any Executive Director, the Managing Director--Finance or the
Treasurer of the Company or any other officer designated as either the
"principal financial officer" or the "principal accounting officer" in the most
recent periodic report filed by the Company pursuant to Section 13 of the
Exchange Act or any other financial officer or accounting officer of the Company
that the Board of Directors may designate for purposes of signing such
certificate, and

                  (2) the Secretary or any Deputy or Assistant Secretary of the
Company and delivered to the Trustee.

         Each such certificate shall comply with Section 314 of the TIA and
include the statements provided for in Section 12.05 of this Indenture if and to
the extent required thereby.

         "Opinion of Counsel" means an opinion in writing signed by legal
counsel satisfactory to the Trustee, who may be an employee of or counsel to the
Company. Each such opinion shall comply with Section 314 of the TIA and include
the statements provided for in Section 12.05 of this Indenture, if and to the
extent required thereby.

         "Participant" means, with respect to DTC, Euroclear or Clearstream, a
Person who has an account with DTC, Euroclear or Clearstream, respectively (and,
with respect to DTC, shall include Euroclear and Clearstream acting through
their agents).



                                       17
<PAGE>   25

         "Permitted Business" means any business of the Company and its
Restricted Subsidiaries conducted on the Issue Date, or proposed to be conducted
as described in the Offering Memorandum, and any business related, ancillary or
complementary thereto.

         "Permitted Holders" means (1) Enron, and any Affiliate of Enron that is
controlled by, or under common control with, Enron, and (2) Atlantic Water
Trust, a Delaware business trust, and its successors and assigns, but only so
long as Enron is the beneficial owner, as defined in Rules 13d-3 and 13d-5 under
the Exchange Act, of at least 50% of the Voting Stock of the successors and
assigns of Atlantic Water Trust.

         "Permitted Payments" means with respect to the Company or any of its
Restricted Subsidiaries:

                  (1) any dividend on shares of Capital Stock paid solely in
shares of Capital Stock, other than Redeemable Stock, or in options, warrants or
other rights to purchase Capital Stock, other than Redeemable Stock;

                  (2) any dividend or other distribution payable to the Company
by any of its Restricted Subsidiaries or by a Restricted Subsidiary to another
Restricted Subsidiary or by a Restricted Subsidiary to the holders of its
Capital Stock on a pro rata basis;

                  (3) the purchase, redemption or other acquisition or
retirement for value of any shares of Capital Stock of the Company or any
Restricted Subsidiary, or any option, warrant or other right to purchase shares
of Capital Stock of the Company or any Restricted Subsidiary, with additional
shares of, or out of the proceeds of a substantially contemporaneous issuance
of, Capital Stock other than Redeemable Stock, unless the redemption provisions
of such Redeemable Stock prohibit the redemption thereof prior to the date on
which the Capital Stock to be acquired or retired was by its terms required to
be redeemed; and

                  (4) any defeasance, redemption, repurchase or other
acquisition or retirement for value of any Debt which by its terms ranks
subordinate in right of payment to the Notes with the proceeds from the issuance
of:

                           (A) Debt which is also subordinate to the Notes at
         least to the extent and in the manner as the Debt to be defeased,
         redeemed, repurchased or otherwise acquired or retired is subordinate
         in right of payment to the Notes; provided that such subordinated Debt
         provides for no payments of principal by way of sinking fund, mandatory
         redemption or otherwise including defeasance by the Company --
         including, without limitation, at the option of the holder thereof
         other than an option given to a holder pursuant to a "change of
         control" covenant which is no more favorable to the holders of such
         Debt than the provisions contained in Section 4.06 and such Debt
         provides that the Company shall not repurchase such Debt pursuant to
         such provisions prior to the Company's repurchase of the Notes required
         to be repurchased by the Company pursuant to Section 4.06--prior to, or
         in an




                                       18
<PAGE>   26

         amount greater than, any Stated Maturity of the Debt being replaced and
         the proceeds of such subordinated Debt are utilized for such purpose
         within 45 days of issuance or

                           (B) Capital Stock, other than Redeemable Stock of the
         Company or any Restricted Subsidiary.

         "Permitted Working Capital Facilities" means one or more credit
agreements providing for the extension of credit to the Company and/or its
Restricted Subsidiaries for working capital or general corporate purposes,
including the financing of the costs and expenses of acquisitions and any
amendment, supplement, refinancing, renewal, repayment or extension thereof.

         "Person" means an individual, a corporation, a partnership, an
association, a trust or other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.

         "Preferred Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents however designated,
whether voting or non-voting, of preferred or preference stock of such Person
which is outstanding or issued on or after the Issue Date.

         "Property" of any Person means all types of real, personal, tangible,
intangible or mixed property owned by such Person whether or not included in the
most recent consolidated balance sheet of such Person under GAAP.

         "Public Equity Offering" means any underwritten public offering of
Common Stock of the Company pursuant to a registration statement that has been
declared effective by the SEC under the Securities Act, other than a
registration statement on Form S-4 or Form S-8.

         "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

         "Redeemable Stock" means any class or series of Capital Stock of any
Person that is:

                  (1) redeemable, whether by its terms or upon the occurrence of
any event, prior to the latest Stated Maturity of the outstanding Notes,

                  (2) redeemable or repurchaseable by the issuer at the option
of the holder of such class or series of Capital Stock, whether by its terms or
upon the occurrence of any event, at any time prior to the latest Stated
Maturity of the outstanding Notes or

                  (3) convertible into or exchangeable for Capital Stock
referred to in clause (1) or (2) above or Debt having a scheduled maturity prior
to the latest Stated Maturity of the outstanding Notes;

provided that any Capital Stock that would not constitute Redeemable Stock but
for provisions thereof giving holders thereof the right to require the Company
to repurchase or redeem such Capital



                                       19
<PAGE>   27

Stock upon the occurrence of a "change of control" occurring prior to the latest
Stated Maturity of the outstanding Notes shall not constitute Redeemable Stock
if the "change of control" provision applicable to such Capital Stock is no more
favorable to the holders of such Capital Stock than the provisions contained in
Section 4.06 and such Capital Stock specifically provides that the Company shall
not repurchase or redeem any such Capital Stock pursuant to such provisions
prior to the Company's repurchase of the Notes required to be repurchased by the
Company under Section 4.06.

         "Reference Period" means the most recent four complete fiscal quarters
for which financial information is available preceding the date of a transaction
giving rise to the need to make a financial calculation.

         "Registration Rights Agreement" means (i) that certain agreement, dated
as of the Issue Date, among the Company and Donaldson, Lufkin & Jenrette
Securities Corporation, Donaldson, Lufkin & Jenrette International, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch International, Chase
Securities Inc., Chase Manhattan International Limited, Credit Suisse First
Boston Corporation and Credit Suisse First Boston (Europe) Limited requiring the
Company to make an Exchange Offer for the Initial Notes and (ii) any similar
agreement that the Company may enter into with the initial purchasers of any
Subsequent Notes requiring the Company to make an Exchange Offer for such
Subsequent Notes.

         "Regular Record Date" for interest payable on any Interest Payment Date
means the February 1 or August 1 (whether or not a Business Day) next preceding
such Interest Payment Date.

         "Regulation S" means Regulation S promulgated by the SEC under the
Securities Act.

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

         "Restricted Definitive Registered Note" means a Dollar Restricted
Definitive Registered Note or a Sterling Restricted Definitive Registered Note.

         "Restricted Global Notes" means the U.S. Global Notes and the
International Global Notes.

         "Restricted Notes" means the Restricted Global Notes and the Restricted
Definitive Registered Notes.

         "Restricted Note Legend" means any of the restrictive legends referred
to as applicable to Restricted Notes as set forth on the forms of Notes attached
hereto as Exhibits A, B and C, respectively.



                                       20
<PAGE>   28

         "Restricted Payment" means, with respect to any Person:

                  (1) any dividend or other distribution on any shares of such
Person's Capital Stock;

                  (2) any payment on account of the purchase, redemption,
acquisition or retirement for value of such Person's Capital Stock; and

                  (3) any defeasance, redemption, repurchase or other
acquisition or retirement for value prior to the Stated Maturity of any Debt
ranking subordinate in right of payment to the Notes.

Notwithstanding the foregoing, "Restricted Payment" shall not include any
Permitted Payment.

         "Restricted Subsidiary" means any Subsidiary of the Company that is not
an Unrestricted Subsidiary.

         "Rule 144" means Rule 144 promulgated by the SEC under the Securities
Act.

         "Rule 144A" means Rule 144A promulgated by the SEC under the Securities
Act.

         "Rule 903" means Rule 903 of Regulation S promulgated by the SEC under
the Securities Act.

         "Rule 904" means Rule 904 of Regulation S promulgated by the SEC under
the Securities Act.

         "Sale/Leaseback Transaction" means any arrangement with any Person
pursuant to which the Company or any of its Restricted Subsidiaries leases any
Property that has been or is to be sold or transferred by the Company or its
Restricted Subsidiaries to such Person, other than any such transaction executed
by the time of, or within 12 months after the latest of, the acquisition, the
completion of construction, development or improvement, or the commencement of
commercial operation of the Property subject to such leasing transaction.

         "SEC" has the same meaning as "Commission".

         "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute.

         "Senior Debt" means any Debt of a Person other than Subordinated Debt.

         "7-Year Dollar Notes" has the meaning set forth in the preamble of this
Indenture.

         "7-Year Sterling Notes" or "Sterling Notes" has the meaning set forth
in the preamble of this Indenture.



                                       21
<PAGE>   29

         "Shelf Registration Statement" has the meaning set forth in the initial
Registration Rights Agreement in relation to the Notes issued on the Issue Date
and has a correlative meaning in relation to any Subsequent Notes.

         "Significant Subsidiary" of a Person means, as of any date, any
Subsidiary, or two or more Subsidiaries taken together, which constitute a
"significant subsidiary" of such Person as that term is defined in the
regulations promulgated under the Exchange Act, as in effect as of the date of
this Indenture.

         "Special Payment Date" for the payment of any defaulted interest or
defaulted Liquidated Damages means a payment date fixed in the manner set forth
in Section 2.13.

         "Special Record Date" for the payment of any defaulted interest or
defaulted Liquidated Damages means a record date fixed in the manner set forth
in Section 2.13.

         "Stated Maturity" means, with respect to any debt security or any
installment of interest thereon, the date specified in such debt security as the
fixed date on which any principal of such debt security or any such installment
of interest is due and payable.

         "Sterling Book-Entry Interest" means an indirect beneficial interest in
a Sterling Global Note held on, and transferred only through, records maintained
in book-entry form by a Sterling Depositary.

         "Sterling Definitive Registered Notes" means the Sterling Restricted
Definitive Registered Notes and the Sterling Unrestricted Definitive Registered
Notes.

         "Sterling Depositaries" means Euroclear and, at such time as
Clearstream may act in such capacity with respect to the Sterling Global Notes,
Clearstream, or any successor Depositaries with respect to the Sterling Global
Notes.

         "Sterling Equivalent" means, with respect to any monetary amount in a
currency other than the Pounds Sterling, at or as of any time for the
determination thereof, the amount of Pounds Sterling obtained by converting such
foreign currency involved in such computation into Pounds Sterling at the spot
rate for the purchase of Pounds Sterling with the applicable foreign currency as
quoted by Reuters (or, if Reuters ceases to provide such spot quotations, by any
other reputable service as is providing such spot quotations, as selected by the
Company) at approximately 11:00 a.m. (London time) on the date not more than two
Business Days prior to such determination.

         "Sterling Global Notes" means the Sterling U.S. Global Notes, the
Sterling International Global Notes and, if applicable, the Sterling
Unrestricted Global Note.

         "Sterling International Global Notes" means one or more Global Notes
bearing the Global Note Legend and the Restricted Note Legend in registered form
without coupons that shall be issued on the Issue Date (or, in the case of any
Subsequent Notes, thereafter) in an original principal amount



                                       22
<PAGE>   30

equal to the aggregate principal amount of the Sterling Notes sold in reliance
on Regulation S and deposited with the Sterling Depositary.

         "Sterling Notes." See "7-Year Sterling Notes".

         "Sterling Restricted Definitive Registered Note" means a Sterling
Definitive Registered Note bearing the Restricted Note Legend issued in
registered form without coupons in a principal amount of (pound)1,000 or
integral multiples thereof.

         "Sterling Restricted Global Notes" means the Sterling U.S. Global Notes
and the Sterling International Global Notes.

         "Sterling Unrestricted Definitive Registered Note" means a Sterling
Definitive Registered Note not bearing the Restricted Note Legend issued in
registered form without coupons in a principal amount of (pound)1,000 or
integral multiples thereof.

         "Sterling Unrestricted Global Notes" means one or more Global Notes not
bearing the Restricted Note Legend issued in registered form without coupons in
a principal amount of (pound)1,000 or integral multiples thereof, and deposited
with the Sterling Depositary.

         "Sterling Unrestricted Notes" means the Sterling Unrestricted
Definitive Registered Notes and the Sterling Unrestricted Global Notes.

         "Sterling U.S. Global Notes" means one or more Global Notes bearing the
Global Note Legend and the Restricted Note Legend in registered form without
coupons that shall be issued on the Issue Date (or, in the case of any
Subsequent Notes, thereafter) in an original principal amount equal to the
aggregate principal amount of the Sterling Notes sold in reliance on Rule 144A
or another applicable exemption (other than Regulation S) and deposited with the
Sterling Depositaries.

         "Subordinated Debt" means Debt of the Company that is expressly
subordinated to the Notes in contractual right of payment.

         "Subsequent Notes" means up to (i) $50 million aggregate principal
amount of additional 7-Year Dollar Notes, (ii) the Sterling Equivalent of $50
million aggregate principal amount of additional 7-Year Sterling Notes, and
(iii) $50 million principal amount of additional 10-Year Dollar Notes, which, in
any case, may be offered subsequent to the Issue Date, subject to certain
conditions and the terms of this Indenture.

         "Subsidiary" means, with respect to any Person, any corporation or
other entity (i) of which a majority of the Voting Stock is at the time directly
or indirectly owned by such Person or (ii) the accounts of which are
consolidated with those of such other Person in accordance with GAAP.

         "Subsidiary Guarantees" means the joint and several Guarantees of the
Notes issuable by the Subsidiary Guarantors in accordance with the requirements
of this Indenture.



                                       23
<PAGE>   31

         "Subsidiary Guarantor" means, unless released from their Subsidiary
Guarantees of the Notes as permitted by this Indenture, any Restricted
Subsidiary that becomes a guarantor of the Notes in compliance with the
provisions of this Indenture and executes a supplemental indenture in which such
Restricted Subsidiary agrees to be bound by the terms of this Indenture.

         "10-Year Dollar Notes" has the meaning set forth in the preamble of
this Indenture.

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

         "Trade Payables" means, with respect to any Person, any accounts
payable or any other indebtedness or monetary obligation to trade creditors
created, assumed or Guaranteed by such Person or any of its Subsidiaries arising
in the ordinary course of business in connection with the acquisition of goods
or services.

         "Transfer Restricted Securities" has the meaning set forth in the
Registration Rights Agreement in relation to the Notes originally issued on the
Issue Date.

         "Treasury Rate" means the yield to maturity at the time of computation
of United States Treasury securities with a constant maturity -- as compiled and
published in the most recent Federal Reserve Statistical Release H.15(519) that
has become publicly available at least two Business Days prior to the date fixed
for redemption, or if such Statistical Release is no longer published, any
publicly available source of similar market data -- most nearly equal to the
then remaining years to (1) Stated Maturity, in the case of the 7-Year Dollar
Notes, or (2) February 15, 2005, in the case of the 10-Year Dollar Notes;
provided that if the number of years to (1) Stated Maturity, in the case of the
7-Year Dollar Notes, or (2) February 15, 2005, in the case of the 10-Year Dollar
Notes, is not equal to the constant maturity of a United States Treasury
security for which a weekly average yield is given, the Treasury Rate shall be
obtained by linear interpolation, calculated to the nearest one-twelfth of a
year, from the weekly average yields of United States Treasury securities for
which such yields are given except that if the number of years to (1) Stated
Maturity, in the case of the 7-Year Dollar Notes, or (2) February 15, 2005, in
the case of the 10-Year Dollar Notes, is less than one year, the weekly average
yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year shall be used.

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

         "U.K. Government Obligations" means securities which are (1) direct
obligations of the United Kingdom for the payment of which its full faith and
credit is pledged or (2) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United Kingdom, the payment of
which is unconditionally guaranteed as a full faith and credit obligation



                                       24
<PAGE>   32

by the United Kingdom, which, in either case are not callable or redeemable at
the option of the issuer thereof.

         "Unrestricted Subsidiary" means (1) each Subsidiary of the Company that
has been designated as such by written action of the Board of Directors as
provided below and (2) any Subsidiary of an Unrestricted Subsidiary. The Board
of Directors may designate any Subsidiary of the Company (including any newly
acquired or newly formed Subsidiary of the Company) to be an Unrestricted
Subsidiary provided that:

                           (A) the Subsidiary to be so designated or any of its
         Subsidiaries does not own any Capital Stock or Debt of, or own or hold
         any Lien on any Property of, the Company or any Restricted Subsidiary
         of the Company that is not a Subsidiary of the Subsidiary to be so
         designated;

                           (B) no Event of Default or event that, after the
         giving of notice or lapse of time or both, would become an Event of
         Default shall have occurred and be continuing at the time of or after
         giving effect to the designation; and

                           (C) the Company could Incur at least $1 of Debt under
         Section 4.09(a) after giving effect to the designation.

         The Board of Directors may designate any Unrestricted Subsidiary to be
a Restricted Subsidiary; provided, however, that (x) immediately after giving
effect to such designation no Event of Default or Default shall have occurred
and be continuing and (y) all Debt of such Unrestricted Subsidiary outstanding
immediately following such designation, as if such Debt had been Incurred at
such time, would have been permitted to be Incurred under Section 4.09(a). Any
such designation by the Board of Directors shall be evidenced to the Holders of
the Notes by promptly delivering to the Trustee a copy of the Board Resolution
giving effect to such designation and an Officers' Certificate certifying that
such designation complies with the foregoing provisions.

         "Unrestricted Definitive Registered Note" means one or more Definitive
Registered Notes that do not and are not required to bear the Restricted Note
Legend.

         "Unrestricted Global Note" means one or more Global Notes that do not
and are not required to bear the Restricted Note Legend.

         "Unrestricted Notes" means one or more Notes that do not and are not
required to bear the Restricted Note Legend.

         "U.S. Dollar Equivalent" means, with respect to any monetary amount in
a currency other than the Dollar, at or as of any time for the determination
thereof, the amount of Dollars obtained by converting such foreign currency
involved in such computation into Dollars at the spot rate for the purchase of
Dollars with the applicable foreign currency as quoted by Reuters (or, if
Reuters ceases to provide such spot



                                       25
<PAGE>   33

quotations, by any other reputable service as is providing such spot quotations,
as selected by the Company) at approximately 11:00 a.m. (New York City time) on
the date not more than two Business Days prior to such determination.

         "U.S. Global Notes" means the Dollar U.S. Global Notes and the Sterling
U.S. Global Notes.

         "U.S. Government Obligations" means securities that are (1) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged; (2) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case under
clauses (1) or (2) above, are not callable or redeemable at the option of the
issuer thereof, and shall include a depository receipt issued by a bank or trust
company as custodian with respect to any such U.S. Government Obligations or a
specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that, except as required by law, such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of interest on or principal
of the U.S. Government Obligation evidenced by such depository receipt.

         "U.S. Person" means a U.S. person as defined in Rule 902(k) of
Regulation S promulgated by the SEC under the Securities Act.

         "Voting Stock" means, with respect to any Person, Capital Stock of any
class or kind ordinarily having the power to vote for the election of directors,
or persons fulfilling similar responsibilities, of such Person.

SECTION 1.02 Other Definitions.


<TABLE>
<CAPTION>
                         TERM                                       DEFINED IN SECTION
------------------------------------------------------------  ----------------------------

<S>                                                             <C>
"Additional Amounts" .......................................    10.02
"Affiliate Transaction" ....................................     4.12
"Asset Sale Offer" .........................................     4.07
"Bankruptcy Order ..........................................     6.01
"Change of Control Offer" ..................................     4.06
"Change of Control Purchase" ...............................     4.06
"Change of Control Repurchase Date" ........................     4.06
"Covenant Defeasance" ......................................     8.03
"Custodian" ................................................     6.01
"Event of Default" .........................................     6.01
"Excess Proceeds" ..........................................     4.07
"Excluded Holder" ..........................................    10.02
"Legal Defeasance" .........................................     8.02
"Offer Amount" .............................................     3.09
</TABLE>



                                       26
<PAGE>   34

<TABLE>
<CAPTION>
                         TERM                                       DEFINED IN SECTION
------------------------------------------------------------  ----------------------------

<S>                                                             <C>
"Offer Period" .............................................     3.09
"Paying Agent" .............................................     2.03
"Principal Paying Agent" ...................................     2.03
"Principal Registrar" ......................................     2.03
"Purchase Date" ............................................     3.09
"Register" .................................................     2.03
"Registrar" ................................................     2.03
"Specified Date" ...........................................     2.15
"Taxes" ....................................................    10.02
"Taxing Jurisdiction" ......................................    10.02
"Transaction Date" .........................................     1.01 (definition of Fixed
                                                                      Charge Ratio)
</TABLE>


SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

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

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

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

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

         "indenture to be qualified" means this Indenture;

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

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

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

SECTION 1.04 Rules of Construction.

         Unless the context otherwise requires:

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

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



                                       27
<PAGE>   35

                  (iii) "or" is not exclusive;

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

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

                  (vi) all references to (i) "$," "US$," "dollars," "Dollars,"
"U.S. Dollars" or "United States dollars" shall refer to the lawful currency of
the United States of America and (ii) "(pound)," "pound," "Pound," "sterling" or
"Sterling" shall refer to the lawful currency of the United Kingdom that is
legal tender for the payment of public and private debts, as in effect from time
to time;

                  (vii) "pro rata" means, a determination made on the basis of
the relative proportion of the outstanding aggregate principal amount
represented by the outstanding principal amounts of the Dollar Notes and the
U.S. Dollar Equivalent of the Sterling Notes as of the time of such
determination, calculated in accordance with clause (ix) below;

                  (viii) whenever the definitions in this Article I or the
provisions in Articles IV or VI of this Indenture refer to an amount in U.S.
dollars, that amount shall be deemed to refer to the U.S. Dollar Equivalent of
the amount of any obligation denominated in any other currency or currencies,
including composite currencies;

                  (ix) the U.S. Dollar Equivalent of Sterling or any other
determination of a U.S. Dollar Equivalent for any purpose shall be determined as
of a date of determination as otherwise described in the definition of "U.S.
Dollar Equivalent" herein and, in any case, no subsequent change in the U.S.
Dollar Equivalent after the applicable date of determination shall cause such
determination to be modified;

                  (x) the Sterling Equivalent of U.S. Dollars or any other
determination of a Sterling Equivalent for any purpose shall be determined as of
a date of determination as otherwise described in the definition of "Sterling
Equivalent" herein and, in any case, no subsequent change in the Sterling
Equivalent after the applicable date of determination shall cause such
determination to be modified; and

                  (xi) references to sections of or rules under the Securities
Act or the Exchange Act shall be deemed to include substitute, replacement of
successor sections or rules adopted by the SEC from time to time.



                                       28
<PAGE>   36

                                   ARTICLE II

                                    THE NOTES

SECTION 2.01 Form and Dating.

                  (a) Global Notes. The 7-Year Dollar Notes and the 10-Year
Dollar Notes offered and sold to QIBs in reliance on Rule 144A shall be issued
initially in the form of one or more Dollar U.S. Global Notes, which shall be
deposited with the Dollar Depositary on behalf of the purchasers of the Dollar
Notes represented thereby, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. Dollar Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of one or more Dollar
International Global Notes of the same series, which shall be deposited with the
Dollar Depositary on behalf of the purchasers of the Dollar Notes represented
thereby, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. If and when permitted under the Securities Act, one or
more Dollar Unrestricted Global Notes shall be issued from time to time in
exchange for Dollar Restricted Global Notes of the same series representing a
corresponding aggregate principal amount of Dollar Notes in accordance with the
provisions of this Article II and shall be deposited with the Dollar Depositary
on behalf of the Holders of the Dollar Notes represented thereby, duly executed
by the Company and authenticated by the Trustee as hereinafter provided.

         Sterling Notes offered and sold to QIBs in reliance on Rule 144A shall
be issued initially in the form of one Sterling U.S. Global Note, which shall be
deposited with the Common Depositary on behalf of the purchasers of Sterling
Notes represented thereby, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. Sterling Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of one Sterling International
Global Note, which shall be deposited with the Common Depositary on behalf of
the purchasers of the Sterling Notes represented thereby, duly executed by the
Company and authenticated by the Trustee as hereinafter provided. If and when
permitted under the Securities Act, one or more Sterling Unrestricted Global
Notes may be issued from time to time in exchange for Sterling Restricted Global
Notes representing a corresponding aggregate principal amount of Sterling Notes
in accordance with the provisions of this Article II and shall be deposited with
the Common Depositary on behalf of the Holders of the Sterling Notes represented
thereby, duly executed by the Company and authenticated by the Trustee as
hereinafter provided.

         Except as set forth in Section 2.07(a) hereof, the Dollar Global Notes
may be transferred, in whole and not in part, only to a successor of the Dollar
Depositary or its nominee and the Sterling Global Notes may be transferred, in
whole and not in part, only to a successor of the Sterling Depositaries, the
Common Depositary or their respective nominees.

                  (b) Definitive Registered Notes. Definitive Registered Notes
issued upon transfer of a Book-Entry Interest or a Definitive Registered Note,
or in exchange for a Book-Entry Interest or a Definitive Registered Note, shall
be issued in accordance with this Indenture, duly executed by the Company and
authenticated by the Trustee as hereinafter provided.



                                       29
<PAGE>   37

                  (c) Book-Entry Provisions. None of the Depositaries nor the
Participants shall have any rights either under this Indenture or under any
Global Note with respect to such Global Note held on their behalf by the Dollar
Depositary's nominee, in the case of the Dollar Global Notes, or by the Common
Depositary, in the case of the Sterling Global Notes. Notwithstanding the
foregoing, nothing herein shall prevent the Company, any Subsidiary Guarantor,
the Trustee or any agent of the Company, any Subsidiary Guarantor or the Trustee
from giving effect to any written certification, proxy, consent, authorization,
approval, or other writing furnished by a Depositary or impair, as between the
Depositaries and their respective Participants, the operation of customary
practices of such Depositaries governing the exercise of the rights of an owner
of a Book-Entry Interest in any Global Note.

                  (d) Note Forms. The 7-Year Dollar Notes, 7-Year Sterling Notes
and the 10-Year Dollar Notes and the Trustee's respective certificates of
authentication shall be substantially in the forms of Exhibit A, Exhibit B and
Exhibit C hereto, respectively, with appropriate inclusions and exclusions set
forth therein depending on whether such Note is (i) a Restricted Note or an
Unrestricted Note and (ii) a Global Note or a Definitive Registered Note, and
shall be issued in the forms hereinafter provided. The Exchange Notes of any
series may be designated as "Series B" to distinguish them from the Initial
Notes of such series. The Notes may have notations, legends or endorsements
required by law, stock exchange rule or usage. The Notes shall be issued only in
registered form. The Notes shall be in denominations of $1,000 principal amount,
in the case of the Dollar Notes, and (pound)1,000 principal amount, in the case
of the Sterling Notes, and in each case, any integral multiples thereof.

         The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Trustee, by its
execution and delivery of this Indenture, expressly agrees to such terms and
provisions and to be bound thereby. However, to the extent any provision of any
Note conflicts with the express provisions of this Indenture, the provisions of
this Indenture shall govern and be controlling.

                  (e) Dating. Each Note shall be dated the date of its
authentication.

SECTION 2.02        Execution and Authentication.

         An Officer of the Company shall sign the Notes for the Company by
manual or facsimile signature. The seal of the Company may be reproduced on the
Notes and, if it is, may be in facsimile form.

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

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



                                       30
<PAGE>   38

         The aggregate principal amount of Notes which may be authenticated and
delivered under this Indenture for original issue (except for Notes
authenticated and delivered pursuant to an Exchange Offer), shall be limited to:
(a) on the Issue Date, (i) $240 million in aggregate principal amount of 7-Year
Dollar Notes, (ii) (pound)100 million in aggregate principal amount of 7-Year
Sterling Notes and (iii) $200 million in aggregate principal amount of 10-Year
Dollar Notes, plus (b) from time to time or at any time subsequent to the Issue
Date, an additional (i) $50 million aggregate principal amount of Subsequent
7-Year Dollar Notes, (ii) Sterling Equivalent of $50 million aggregate principal
amount of Subsequent 7-Year Sterling Notes and (iii) $50 million aggregate
principal amount of Subsequent 10-Year Dollar Notes, provided, however, that
Subsequent Notes of any series under clause (b) may be issued only if the
Company is able to Incur such Debt under Section 4.09. In addition, Exchange
Notes of any series may be authenticated and delivered under this Indenture from
time to time after the Issue Date, in each case pursuant to an Exchange Offer or
as provided in Section 2.07(j), in an aggregate principal amount equal to the
aggregate principal amount of the outstanding Notes of the same series for which
they are exchanged.

         The Trustee shall authenticate Notes of the applicable series for
original issue up to the aggregate principal amount permitted by the preceding
paragraph upon receipt of a written order signed by an Officer directing the
Trustee to authenticate the Notes of such series and certifying that all
conditions precedent to the issuance of the Notes of such series contained in
this Indenture have been complied with. The aggregate principal amount of Notes
outstanding of any series at any time may not exceed such applicable amount set
forth in clauses (a) and (b) above except as provided in Section 2.08 hereof.

         In the event that the Company shall issue and the Trustee shall
authenticate any Subsequent Notes of any series pursuant to an Exchange Offer,
the Company shall use its best efforts to obtain the same CUSIP number or ISIN
number and common code for such Subsequent Notes of such series as is printed on
the Exchange Notes of such series outstanding at such time; provided, however,
that if any such series of Subsequent Notes is determined, pursuant to an
Opinion of Counsel, to be a different class of security than the Exchange Notes
of such series outstanding at such time for federal income tax purposes, the
Company may obtain a CUSIP number or ISIN number and common code for such series
of Subsequent Notes that is different from the CUSIP number or ISIN number and
common code printed on the Exchange Notes of the corresponding series then
outstanding.

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

SECTION 2.03 Registrar and Paying Agent.

         The Company shall maintain (i) an office or agency ("Principal
Registrar" and "Transfer Agent") in the City of New York where Notes of all
series may be presented for registration of



                                       31
<PAGE>   39

transfer or for exchange (subject to Section 2.07) and (ii) an office or agency
in Luxembourg, for so long as required by the Luxembourg Stock Exchange, where
the Sterling Notes may be presented for registration of transfer or for exchange
(subject of Section 2.07). The Company shall also maintain (i) an office or
agency in the City of New York where Notes of all series may be presented for
payment (the "Principal Paying Agent") and (ii) an office or agency in
Luxembourg, for so long as required by the Luxembourg Stock Exchange, where the
Sterling Notes may be presented for payment. Further, the Company shall maintain
an office or agency in the City of New York where notices and demands in
connection with the Notes and this Indenture may be served on the Company. The
Company may appoint one or more additional co-registrars and one or more
additional paying agents. The term "Registrar" includes the Principal Registrar
and any co-registrar and the term "Paying Agent" includes the Principal Paying
Agent and any additional paying agent. The Company may change any Paying Agent
or Registrar without notice to any Holder. The Company shall notify the Trustee
in writing of the name and address of any Agent not named in this Indenture. If
the Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. The Company may act as Paying Agent or
Registrar.

         The Company hereby appoints (i) the corporate trust office of the
Trustee, located at 600 Travis, Houston, Texas 77002, USA, as agent for service
of notice and demands in connection with the Notes and this Indenture; (ii) the
corporate trust office of the Trustee in the City of New York, located at 55
Water Street, North Building, Room 234, Windows 20 and 21, New York, New York
10041, USA, as Principal Registrar and Principal Paying Agent; and (iii) the
corporate trust office of Chase Manhattan Bank Luxembourg S.A., located at 5,
rue Plaitis, L-2338, Luxembourg, Luxembourg, as a Registrar and a Paying Agent.

         Each of the Registrars shall keep a register (the "Register") of the
Notes of each series for which it is a Registrar and of their transfer and
exchange.

SECTION 2.04        Paying Agent to Hold Money in Trust.

         Each Paying Agent shall hold in trust for the benefit of Holders or the
Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, interest, or Liquidated Damages, if any, on the Notes, and the
Company and the Paying Agent shall notify the Trustee of any default by the
Company (or any other obligor on the Notes) in making any such payment. Money
held in trust by any Paying Agent need not be segregated except as required by
law and in no event shall any Paying Agent be liable for any interest on any
money received by it hereunder. The Company at any time may require the Paying
Agents to pay all money held by them to the Trustee and the Trustee may at any
time during the continuance of any Event of Default specified in Section 6.01(a)
or 6.01(b), upon written request to such Paying Agents, require such Paying
Agents to pay forthwith all money so held by it to the Trustee and to account
for any funds disbursed. Upon payment over to the Trustee, the Paying Agent (if
other than the Company) shall have no further liability for the money. Upon any
bankruptcy or reorganization proceedings relating to the Company, the Trustee
shall serve as Paying Agent for the Notes.



                                       32
<PAGE>   40

         If the Company acts as its own Paying Agent for the Notes, it shall, on
or before each due date of the principal amount of, premium, if any, or interest
on the Notes, set aside and segregate and hold in trust for the benefit of the
Holders of the Notes, a sum sufficient to pay such principal of, premium, if
any, or interest on the Notes and shall notify the Trustee of such action or any
failure to take such action.

SECTION 2.05 Holder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it from the Registrar of the names
and addresses of all Holders of Notes, if any. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee and each Paying Agent at
least five Business Days before each Interest Payment Date and at such other
times as they may request in writing, a list in such form and as of such date as
they may reasonably require of the names and addresses of the Holders of Notes,
if any.

SECTION 2.06 Persons Deemed Owners.

                  (a) The Company, any Subsidiary Guarantor, the Paying Agents,
the Registrar, the Trustee and any agent of the Company, any Subsidiary
Guarantor, the Paying Agents, the Registrar or the Trustee may deem and treat
the Person in whose name any Note is registered as the absolute owner of such
Note for the purpose of receiving payment of or on account of the principal of
and, subject to the provisions of this Indenture, interest, Liquidated Damages
and any other amounts due on such Note and for all other purposes; and neither
the Company, any Subsidiary Guarantor, any Paying Agent, the Registrar, the
Trustee nor any agent of the Company, any Subsidiary Guarantor, any Paying
Agent, the Registrar or the Trustee shall be affected by any notice to the
contrary. All such payments so made to any such Person, or upon his order, shall
be valid, and, to the extent of the sum or sums so paid, effectual to satisfy
and discharge the liability for moneys payable upon any Note.

                  (b) The Person in whose name any Note is registered at the
close of business on any Regular Record Date with respect to any Interest
Payment Date shall be entitled to receive the interest, and Liquidated Damages,
if any, payable on such Interest Payment Date notwithstanding any transfer or
exchange of such Note subsequent to the record date and prior to such Interest
Payment Date, except if and to the extent the Company shall default in the
payment of the interest or Liquidated Damages due on such interest payment date,
in which case such defaulted interest or Liquidated Damages shall be paid in
accordance with Section 2.13. All payments of principal, interest and Liquidated
Damages, if any, by the Company on the Notes shall be made without withholding
or deductions for, or on account of, any present or future taxes, duties,
assessments or governmental charges of whatever nature imposed or levied by or
on behalf of the United States or any political subdivision thereof or any
authority therein or thereof having power to tax unless the withholding or
deduction of such taxes, duties, assessments or governmental charges is required
by applicable law, rule or regulation (and if such withholding or deduction is
required, the Company shall not be obligated to pay any additional amounts in
respect of such withholding or deduction).



                                       33
<PAGE>   41

SECTION 2.07 Transfer and Exchange.

                  (a) Transfer and Exchange of Global Notes.

         All Dollar Global Notes shall be exchanged by the Company for Dollar
Definitive Registered Notes of the same series if (i) DTC notifies the Company
that it is unwilling or unable to continue to act as a Depositary or ceases to
be a clearing agency registered under the Exchange Act and, in either case, a
successor Depositary registered as a clearing agency under the Exchange Act is
not appointed by the Company within 120 days; (ii) DTC so requests following an
Event of Default hereunder; or (iii) the Company in its sole discretion
determines that the Dollar Global Notes should be exchanged (in whole but not in
part) for Dollar Definitive Registered Notes. Upon the occurrence of any of the
preceding events, Dollar Definitive Registered Notes shall be issued in such
names as the Dollar Book-Entry Depositary shall instruct the Registrar based on
the instructions of DTC.

         All Sterling Global Notes shall be exchanged by the Company for
Sterling Definitive Registered Notes if (i) either Euroclear or, at such time as
Clearstream may act as a Sterling Depositary, Clearstream notifies the Company
that it is unwilling or unable to continue to act as a Depositary and a
successor Depositary is not appointed by the Company, within 120 days; (ii)
Euroclear or, at such time as it may act as a Sterling Depositary, Clearstream,
so requests following an Event of Default hereunder; or (iii) the Company in its
sole discretion determines that the Sterling Global Notes should be exchanged
(in whole but not in part) for Sterling Definitive Registered Notes. Upon the
occurrence of any of the preceding events, Sterling Definitive Registered Notes
shall be issued in such names as the Sterling Depositary shall instruct the
Registrar based on the instructions of Euroclear and, at such time as
Clearstream may act as a Sterling Depositary, Clearstream.

         Global Notes of the same series may also be exchanged or replaced, in
whole or in part, as provided in Sections 2.08 and 2.11. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to Section 2.08 or 2.11 hereof, shall be authenticated
and delivered in the form of, and shall be, a Global Note. A Global Note may not
be exchanged for another Note other than as provided in this Section 2.07(a).

         A Global Note may be transferred only as provided in Section 2.01 and
this Section 2.07(a).

                  (b) Transfer and Exchange of Book-Entry Interests between
Global Notes. A Book-Entry Interest in a Global Note may only be exchanged for,
or transferred to a Person who takes delivery thereof in the form of, a
Book-Entry Interest in a Global Note of the same series. Transfers of Book-Entry
Interests between Global Notes of the same series shall require compliance with
subparagraph (i) below, as well as one or more of the other following
subparagraphs, as applicable:

                           (i) General Provisions Applicable to All Transfers
         and Exchanges of Book-Entry Interests between Global Notes. In
         connection with all transfers and exchanges of Book-Entry Interests
         (other than transfers of Book-Entry Interests in connection with



                                       34
<PAGE>   42

         which the transferor takes delivery thereof in the form of a Book-Entry
         Interest in the same Global Note or transfers or exchanges resulting in
         the delivery of one or more Definitive Registered Notes), the
         transferor of such Book-Entry Interest must deliver to the Principal
         Paying Agent (1) a written and/or electronic order from a Participant
         or an Indirect Participant given to the Depositary in accordance with
         the Applicable Procedures directing the Depositary to debit or cause to
         be debited a Book-Entry Interest in a Global Note in an amount equal to
         the Book-Entry Interest to be transferred or exchanged, (2) a written
         and/or electronic order from a Participant or an Indirect Participant
         given to the Depositary in accordance with the Applicable Procedures
         directing the Depositary to credit or cause to be credited a Book-Entry
         Interest in another Global Note of the same series in an amount equal
         to the Book-Entry Interest to be transferred or exchanged and (3)
         written and/or electronic instructions given in accordance with the
         Applicable Procedures containing information regarding the Participant
         account to be credited with such increase.

         Prior to 40 days after the later of the commencement of the offering
         and the date of original issuance of the Notes, International
         Book-Entry Interests may only be transferred to Persons that have
         accounts with Euroclear or, in the case of Dollar Book-Entry Interests,
         Clearstream or Persons who hold interests through Euroclear or, in the
         case of Dollar Book-Entry Interests, Clearstream.

         The requirements of this Section 2.07(b)(i) shall be deemed to have
         been satisfied in connection with an Exchange Offer upon receipt by the
         Principal Paying Agent of instructions contained in a letter of
         transmittal delivered by any Participant tendering Book-Entry Interests
         in a Restricted Global Note in such Exchange Offer.

                           (ii) Transfer of Book-Entry Interests to Another
         Restricted Global Note. A Book-Entry Interest in any Restricted Global
         Note may be transferred to a Person who takes delivery thereof in the
         form of a Book-Entry Interest in a Restricted Global Note of the same
         series if the transfer complies with the requirements of Section
         2.07(b)(i) above and the Principal Paying Agent receives the following:

                                    (A) if the transferee will take delivery in
                  the form of a Book-Entry Interest in a U.S. Global Note, then
                  the transferor must deliver a certificate in the form of
                  Exhibit D hereto, including the certifications in item (1) or
                  (3) thereof; and

                                    (B) if the transferee will take delivery in
                  the form of a Book-Entry Interest in an International Global
                  Note, then the transferor must deliver a certificate in the
                  form of Exhibit D hereto, including the certifications in item
                  (2) thereof.

                  Upon satisfaction of the conditions set forth in this Section
                  2.07(b)(ii), the Principal Paying Agent shall (i) instruct, in
                  the case of the Dollar Global Notes, the Dollar Depositary,
                  and, in the case the of the Sterling Global Notes, the Common
                  Depositary to deliver each relevant Global Note to it, (ii)
                  endorse Schedule A to each relevant Global Note to reflect the
                  relevant increase or decrease in the principal amount of



                                       35
<PAGE>   43

                  each such Global Note resulting from the applicable transfer,
                  and (iii) thereafter, return each Dollar Global Note to the
                  Dollar Depositary and each Sterling Global Note to the Common
                  Depositary, together with all information regarding the
                  Participant accounts to be credited and debited in connection
                  with such transfer.

                           (iii) Transfer and Exchange of Book-Entry Interests
         in a Restricted Global Note for Book-Entry Interests in an Unrestricted
         Global Note. A Book-Entry Interest in any Restricted Global Note may be
         exchanged by any holder thereof for a Book-Entry Interest in an
         Unrestricted Global Note of the same series or transferred to a Person
         who takes delivery thereof in the form of a Book-Entry Interest in an
         Unrestricted Global Note of the same series if the exchange or transfer
         complies with the requirements of Section 2.07(b)(i) above and:

                                    (A) such exchange or transfer is effected
                  pursuant to an Exchange Offer in accordance with the
                  applicable Registration Rights Agreement and the holder of the
                  Book-Entry Interest to be transferred, in the case of an
                  exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable letter of transmittal that it is
                  not (1) a Broker-Dealer that acquired the Book-Entry Interests
                  tendered in such Exchange Offer directly from the Company or
                  an Affiliate of the Company, (2) a Person participating in the
                  distribution of Exchange Notes or (3) a Person who is an
                  affiliate (as defined in Rule 144) of the Company; or

                                    (B) such transfer is effected pursuant to a
                  Shelf Registration Statement in accordance with the applicable
                  Registration Rights Agreement or pursuant to another effective
                  registration statement under the Securities Act and in
                  compliance with the prospectus delivery requirements of the
                  Securities Act and the transferor delivers a certificate in
                  the form of Exhibit D hereto including the certifications
                  contained in item (4) thereof; or

                                    (C) such transfer is effected by a
                  Broker-Dealer pursuant to an Exchange Offer Registration
                  Statement in accordance with the applicable Registration
                  Rights Agreement.

                  Upon satisfaction of the conditions set forth in this Section
                  2.07(b)(iii), the Principal Paying Agent shall (i) instruct,
                  in the case of the Dollar Global Notes, the Dollar Depositary
                  and, in the case the of the Sterling Global Notes, the Common
                  Depositary to deliver each relevant Global Note to it, (ii)
                  endorse Schedule A to each relevant Global Note to reflect the
                  relevant increase or decrease in the principal amount of each
                  Global Note resulting from the applicable transfer, and (iii)
                  thereafter, return each Dollar Global Note to the Dollar
                  Depositary and each Sterling Global Note to the Common
                  Depositary, together with all information regarding the
                  Participant accounts to be credited and debited in connection
                  with such exchange or transfer.



                                       36
<PAGE>   44

                  If any such transfer or exchange is effected pursuant to this
                  Section 2.07(b)(iii) at a time when an Unrestricted Global
                  Note has not yet been issued, the Company shall issue and,
                  upon receipt of an authentication order from the Company in
                  accordance with Section 2.02 hereof, the Trustee shall
                  authenticate, one or more Unrestricted Global Notes in an
                  aggregate principal amount equal to the aggregate principal
                  amount of Book-Entry Interests to be transferred or exchanged.

                  Book-Entry Interests in an Unrestricted Global Note cannot be
                  exchanged for, or transferred to Persons who take delivery
                  thereof in the form of, a Book-Entry Interest in a Restricted
                  Global Note.

                  (c) Transfer or Exchange of Book-Entry Interests for
Definitive Registered Notes. A Book-Entry Interest in a Global Note may only be
exchanged for, or transferred to a Person who takes delivery thereof in the form
of, a Definitive Registered Note of the same series. In connection with a
transfer or exchange of a Book-Entry Interest for a Definitive Registered Note
of the same series, the Principal Paying Agent and the Registrar must receive
(1) a written and/or electronic order from a Participant or an Indirect
Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to debit or cause to be debited a Book-Entry Interest
in an amount equal to the Book-Entry Interest to be transferred or exchanged,
(2) a written order directing the Registrar to issue or cause to be issued a
Definitive Registered Note in an amount equal to the Book-Entry Interest to be
transferred or exchanged and (3) instructions containing information regarding
the Person in whose name such Definitive Registered Note shall be registered to
effect the transfer or exchange referred to above.

                           (i) Book-Entry Interests in Restricted Global Notes
         to Restricted Definitive Registered Notes. A holder of a Book-Entry
         Interest in a Restricted Global Note may exchange such Book-Entry
         Interest for a Restricted Definitive Registered Note of the same series
         or transfer such Book-Entry Interest to a Person who takes delivery
         thereof in the form of a Restricted Definitive Registered Note of the
         same series, if the exchange or transfer complies with the first
         paragraph of this Section 2.07(c) and:

                                    (A) if the holder of such Book-Entry
                  Interest in a Restricted Global Note proposes to exchange such
                  Book-Entry Interest for a Restricted Definitive Registered
                  Note, a certificate from such holder in the form of Exhibit E
                  hereto, including the certifications in item (1)(a) thereof;

                                    (B) if such Book-Entry Interest is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit D hereto, including the certifications in item (1)
                  thereof;

                                    (C) if such Book-Entry Interest is being
                  transferred in an offshore transaction in accordance with Rule
                  903 or Rule 904 under the Securities Act, a certificate to the
                  effect set forth in Exhibit D hereto, including the
                  certifications in item (2) thereof;



                                       37
<PAGE>   45

                                    (D) if such Book-Entry Interest is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit D hereto, including the certifications in
                  item (3)(a) thereof;

                                    (E) if such Book-Entry Interest is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit D hereto,
                  including the certifications in item (3)(b) thereof; or

                                    (F) if such Book-Entry Interest is being
                  transferred in reliance on an exemption from the registration
                  requirements of the Securities Act other than those listed in
                  subparagraphs (B) through (E) above, a certificate to the
                  effect set forth in Exhibit D hereto, including the
                  certifications, certificates and Opinion of Counsel required
                  by item (3)(c) thereof, if applicable.

                  Upon satisfaction of the conditions set forth in this Section
                  2.07(c)(i), the Principal Paying Agent shall (i) instruct, in
                  the case of the Dollar Global Notes, the Dollar Depositary,
                  and, in the case the of the Sterling Global Notes, the Common
                  Depositary to deliver each relevant Global Note to it, (ii)
                  endorse Schedule A to each relevant Global Note to reflect the
                  relevant decrease in the principal amount of each such Global
                  Note resulting from the applicable transfer or exchange, (iii)
                  thereafter, return each Dollar Global Note to the Dollar
                  Depositary and each Sterling Global Note to the Common
                  Depositary, together with all information regarding the
                  Participant accounts to be debited in connection with such
                  exchange or transfer and (iv) deliver to the Registrar
                  instructions received by it that contain information regarding
                  the Person in whose name Definitive Registered Notes shall be
                  registered to effect such transfer or exchange.

                  The Company shall issue and, upon receipt of an Authentication
                  Order from the Company in accordance with Section 2.02 hereof,
                  the Trustee shall authenticate, one or more Definitive
                  Registered Notes in an aggregate principal amount equal to the
                  aggregate principal amount of Book-Entry Interests so
                  transferred or exchanged and in the names set forth in the
                  instructions received by the Registrar.

                           (ii) Book-Entry Interests in Restricted Global Notes
         to Unrestricted Definitive Registered Notes. A holder of a Book-Entry
         Interest in a Restricted Global Note may exchange such Book-Entry
         Interest for an Unrestricted Definitive Registered Note of the same
         series or may transfer such Book-Entry Interest to a Person who takes
         delivery thereof in the form of an Unrestricted Definitive Registered
         Note of the same series if the exchange or transfer complies with the
         first paragraph of this Section 2.07(c) and:

                                    (A) such exchange or transfer is effected
                  pursuant to an Exchange Offer in accordance with the
                  applicable Registration Rights Agreement and the holder of
                  such Book-Entry Interest, in the case of an exchange, or the
                  transferee, in



                                       38
<PAGE>   46

                  the case of a transfer, certifies in the applicable letter of
                  transmittal that it is not (1) a Broker-Dealer that acquired
                  the Book-Entry Interests tendered in such Exchange Offer
                  directly from the Company or an Affiliate of the Company, (2)
                  a Person participating in the distribution of the Exchange
                  Notes or (3) a Person who is an affiliate (as defined in Rule
                  144) of the Company;

                                    (B) such transfer is effected pursuant to a
                  Shelf Registration Statement in accordance with the applicable
                  Registration Rights Agreement or pursuant to another effective
                  registration statement under the Securities Act and in
                  compliance with the prospectus delivery requirements of the
                  Securities Act and the transferor delivers a certificate in
                  the form of Exhibit D hereto including the certifications
                  contained in item (4) thereof; or

                                    (C) such transfer is effected by a
                  Broker-Dealer pursuant to an Exchange Offer Registration
                  Statement in accordance with the applicable Registration
                  Rights Agreement.

                  Upon satisfaction of the conditions set forth in this Section
                  2.07(c)(ii), the Principal Paying Agent shall (i) instruct, in
                  the case of the Dollar Global Notes, the Dollar Depositary,
                  and, in the case the of the Sterling Global Notes, the Common
                  Depositary, to deliver each relevant Global Note to it, (ii)
                  endorse Schedule A to each relevant Global Note to reflect the
                  relevant decrease in the principal amount of each such Global
                  Note resulting from the applicable exchange or transfer, (iii)
                  thereafter, return each Dollar Global Note to the Dollar
                  Depositary and each Sterling Global Note to the Common
                  Depositary, together with all information regarding the
                  Participant accounts to be debited in connection with such
                  exchange or transfer and (iv) deliver to the Registrar
                  instructions received by it that contain information regarding
                  the Person in whose name Definitive Registered Notes shall be
                  registered to effect such transfer or exchange.

                  The Company shall issue and, upon receipt of an Authentication
                  Order from the Company in accordance with Section 2.02 hereof,
                  the Trustee shall authenticate, one or more Definitive
                  Registered Notes in an aggregate principal amount equal to the
                  aggregate principal amount of Book-Entry Interests so
                  transferred or exchanged and in the names set forth in the
                  instructions received by the Registrar.

                           (iii) Book-Entry Interests in Unrestricted Global
         Notes to Unrestricted Definitive Registered Notes. A holder of a
         Book-Entry Interest in an Unrestricted Global Note may exchange such
         Book-Entry Interest for an Unrestricted Definitive Registered Note of
         the same series or transfer such Book-Entry Interest to a Person who
         takes delivery thereof in the form of an Unrestricted Definitive
         Registered Note upon the satisfaction of the conditions set forth in
         the first paragraph of this Section 2.07(c). Upon satisfaction of such
         conditions the Principal Paying Agent shall (i) instruct, in the case
         of the Dollar Global Notes, the Dollar Depositary and, in the case of
         the Sterling Global Notes, the Common



                                       39
<PAGE>   47

         Depositary to deliver each relevant Global Note to it, (ii) endorse
         Schedule A to each relevant Global Note to reflect the relevant
         decrease in the principal amount of each such Global Note resulting
         from the applicable transfer or exchange, (iii) thereafter, return each
         Dollar Global Note to the Dollar Depositary and each Sterling Global
         Note to the Common Depositary, together with all information regarding
         the Participant accounts to be debited in connection with such exchange
         or transfer and (iv) deliver to the Registrar instructions received by
         it that contain information regarding the Person in whose name
         Definitive Registered Notes shall be registered to effect such transfer
         or exchange.

         The Company shall issue and, upon receipt of an Authentication Order
         from the Company in accordance with Section 2.02 hereof, the Trustee
         shall authenticate, one or more Definitive Registered Notes in an
         aggregate principal amount equal to the aggregate principal amount of
         Book-Entry Interests so transferred or exchanged and in the names set
         forth in the instructions received by the Registrar.

                  (d) Transfer and Exchange of Definitive Registered Notes for
Book-Entry Interests. A Definitive Registered Note may only be exchanged for, or
transferred to a Person who takes delivery thereof in the form of, a Book-Entry
Interest in a Global Note of the same series. In connection with any transfer or
exchange of Definitive Registered Notes for Book-Entry Interests of the same
series, the Holder of such Notes shall surrender to the Registrar such
Definitive Registered Notes duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Registrar duly executed by
such Holder or by its attorney, duly authorized in writing. In addition, the
Holder of such Definitive Registered Notes must deliver written and/or
electronic orders directing the Depositary to credit the account of the
transferee Participant in an amount equal to the Book-Entry Interest to be
created and identifying the Participant account to be credited.

                           (i) Restricted Definitive Registered Notes to
         Book-Entry Interests in Restricted Global Notes. A Holder of a
         Restricted Definitive Registered Note may exchange such Note for a
         Book-Entry Interest in a Restricted Global Note of the same series or
         transfer such Restricted Definitive Registered Note to a Person who
         takes delivery thereof in the form of a Book-Entry Interest in a
         Restricted Global Note of the same series, if the exchange or transfer
         complies with the first paragraph of this Section 2.07(d) and:

                                    (A) if the Holder of such Restricted
                  Definitive Registered Note proposes to exchange such Note for
                  a Book-Entry Interest in a Restricted Global Note, a
                  certificate from such Holder in the form of Exhibit E hereto,
                  including the certifications in item (1)(b) thereof;

                                    (B) if such Restricted Definitive Registered
                  Note is being transferred to a QIB in accordance with Rule
                  144A under the Securities Act, a certificate to the effect set
                  forth in Exhibit D hereto, including the certifications in
                  item (1) thereof;



                                       40
<PAGE>   48

                                    (C) if such Restricted Definitive Registered
                  Note is being transferred in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit D hereto,
                  including the certifications in item (2) thereof;

                                    (D) if such Restricted Definitive Registered
                  Note is being transferred pursuant to an exemption from the
                  registration requirements of the Securities Act in accordance
                  with Rule 144 under the Securities Act, a certificate to the
                  effect set forth in Exhibit D hereto, including the
                  certifications in item (3)(a) thereof;

                                    (E) if such Restricted Definitive Registered
                  Note is being transferred to the Company or any of its
                  Subsidiaries, a certificate to the effect set forth in Exhibit
                  D hereto, including the certifications in item (3)(b) thereof;
                  or

                                    (F) if such Restricted Definitive Registered
                  Note is being transferred in reliance on an exemption from the
                  registration requirements of the Securities Act other than
                  those listed in subparagraphs (B) through (E) above, a
                  certificate to the effect set forth in Exhibit D hereto,
                  including the certifications, certificates and Opinion of
                  Counsel required by item (3)(c) thereof, if applicable.

                  Upon satisfaction of all the requirements set forth in this
                  Section 2.07(d)(i), the Registrar shall (i) deliver the
                  Definitive Registered Notes surrendered for exchange or
                  transfer to the Trustee for cancellation pursuant to Section
                  2.12 hereof, (ii) record such transfer or exchange on the
                  Register, (iii) instruct, in the case of the Dollar Global
                  Notes, the Dollar Depositary and, in the case of the Sterling
                  Global Notes, the Common Depositary, to deliver to it (x) in
                  the case of clause (C) above, the relevant International
                  Global Note and (y) in all other cases, the relevant U.S.
                  Global Note, (iv) endorse Schedule A to each such Global Note
                  to reflect the increase in principal amount resulting from
                  such transfer or exchange, and (v) thereafter, return each
                  Dollar Global Note to the Dollar Depositary and each Sterling
                  Global Note to the Common Depositary, together with all
                  information regarding the Participant accounts to be credited
                  in connection with such exchange or transfer.

                           (ii) Restricted Definitive Registered Notes to
         Book-Entry Interests in Unrestricted Global Notes. A Holder of a
         Restricted Definitive Registered Note may exchange such Note for a
         Book-Entry Interest in an Unrestricted Global Note of the same series
         or transfer such Restricted Definitive Registered Note to a Person who
         takes delivery thereof in the form of a Book-Entry Interest in an
         Unrestricted Global Note of the same series if the exchange or transfer
         complies with the first paragraph of this Section 2.07(d) and:

                                    (A) such exchange or transfer is effected
                  pursuant to an Exchange Offer in accordance with the
                  applicable Registration Rights Agreement and the Holder, in
                  the case of an exchange, or the transferee, in the case of a
                  transfer, certifies



                                       41
<PAGE>   49

                  in the applicable letter of transmittal that it is not (1) a
                  Broker-Dealer that acquired the Book-Entry Interests tendered
                  in the Exchange Offer directly from the Company or an
                  Affiliate of the Company, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

                                    (B) such transfer is effected pursuant to a
                  Shelf Registration Statement in accordance with the applicable
                  Registration Rights Agreement or pursuant to another effective
                  registration statement under the Securities Act and in
                  compliance with the prospectus delivery requirements of the
                  Securities Act and the transferor delivers a certificate in
                  the form of Exhibit D hereto including the certifications
                  contained in item (4) thereof; or

                                    (C) such transfer is effected by a
                  Broker-Dealer pursuant to an Exchange Offer Registration
                  Statement in accordance with the applicable Registration
                  Rights Agreement.

                  Upon satisfaction of all the requirements set forth in this
                  Section 2.07(d)(ii), the Registrar shall (i) deliver the
                  Definitive Registered Notes surrendered for exchange or
                  transfer to the Trustee for cancellation pursuant to Section
                  2.12 hereof, (ii) record such transfer or exchange on the
                  Register, (iii) instruct, in the case of the Dollar Global
                  Notes, the Dollar Depositary, and, in the case of the Sterling
                  Global Notes, the Common Depositary, to deliver each relevant
                  Global Notes to it, (iv) endorse Schedule A to each such
                  Global Note to reflect the increase in principal amount
                  resulting from such transfer or exchange, and (v) thereafter,
                  return each Dollar Global Note to the Dollar Depositary, and
                  each Sterling Global Note to the Common Depositary, together
                  with all information regarding the Participant accounts to be
                  credited in connection with such exchange or transfer.

                  If any such transfer is effected pursuant to this Section
                  2.07(d)(ii) at a time when an Unrestricted Global Note has not
                  yet been issued, the Company shall issue and, upon receipt of
                  an authentication order from the Company in accordance with
                  Section 2.02 hereof, the Trustee shall authenticate, one or
                  more Unrestricted Global Notes in an aggregate principal
                  amount equal to the aggregate principal amount of Book-Entry
                  Interests to be transferred or exchanged.

                           (iii) Unrestricted Definitive Registered Notes to
         Book-Entry Interests in Unrestricted Global Notes. A Holder of an
         Unrestricted Definitive Registered Note may exchange such Note for a
         Book-Entry Interest in an Unrestricted Global Note of the same series
         or transfer such Note to a Person who takes delivery thereof in the
         form of a Book- Entry Interest in an Unrestricted Global Note of the
         same series if the exchange or transfer complies with the requirements
         of the first paragraph of this Section 2.07(d). Upon compliance with
         such requirements, the Registrar shall (i) deliver the Definitive
         Registered Notes surrendered for exchange or transfer to the Trustee
         for cancellation pursuant to Section



                                       42
<PAGE>   50

         2.12 hereof, (ii) record such transfer or exchange on the Register,
         (iii) instruct, in the case of the Dollar Global Notes, the Dollar
         Depositary and, in the case of the Sterling Global Notes, the Common
         Depositary, to deliver each relevant Global Note to it, (iv) endorse
         Schedule A to each such Global Note to reflect the increase in
         principal amount resulting from such transfer or exchange, and (v)
         thereafter, return each Dollar Global Note to the Dollar Depositary and
         each Sterling Global Note to the Common Depositary, together with all
         information regarding the Participant accounts to be credited in
         connection with such exchange or transfer.

         If any such transfer is effected pursuant to this Section 2.07(d)(iii)
         at a time when an Unrestricted Global Note has not yet been issued, the
         Company shall issue and, upon receipt of an authentication order from
         the Company in accordance with Section 2.02 hereof, the Trustee shall
         authenticate, one or more Unrestricted Global Notes in an aggregate
         principal amount equal to the aggregate principal amount of Book-Entry
         Interests to be transferred or exchanged.

                  (e) Transfer and Exchange of Definitive Registered Notes for
Definitive Registered Notes. A Definitive Registered Note may only be exchanged
for, or transferred to a Person who takes delivery thereof in the form of, a
Definitive Registered Note of the same series. In connection with any such
transfer or exchange of Definitive Registered Notes, the Holder of such Notes
shall surrender to the Registrar the Definitive Registered Notes for transfer or
exchange duly endorsed or accompanied by a written instruction of transfer in
form satisfactory to the Registrar duly executed by such Holder or by its
attorney, duly authorized in writing. In addition, the requesting Holder shall
provide any additional certifications, documents and information, as applicable,
required pursuant to the following provisions of this Section 2.07(e). Upon
request by a Holder of Definitive Registered Notes and such Holder's compliance
with the provisions of this Section 2.07(e), the Registrar shall register the
transfer or exchange of Definitive Registered Notes.

                           (i) Restricted Definitive Registered Notes to
         Restricted Definitive Registered Notes. Any Restricted Definitive
         Registered Note may be transferred to and registered in the name of a
         Person who takes delivery thereof in the form of a Restricted
         Definitive Registered Note of the same series if the Registrar receives
         the following:

                                    (A) if the transfer will be made pursuant to
                  Rule 144A under the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit D hereto,
                  including the certifications in item (1) thereof;

                                    (B) if the transfer will be made pursuant to
                  Rule 903 or Rule 904, then the transferor must deliver a
                  certificate in the form of Exhibit D hereto, including the
                  certifications in item (2) thereof; and

                                    (C) if the transfer will be made pursuant to
                  any other exemption from the registration requirements of the
                  Securities Act, then the transferor must



                                       43
<PAGE>   51

                  deliver a certificate in the form of Exhibit D hereto,
                  including the certifications, certificates and Opinion of
                  Counsel required by item (3) thereof, if applicable.

                           (ii) Restricted Definitive Registered Notes to
         Unrestricted Definitive Registered Notes. Any Restricted Definitive
         Registered Note may be exchanged by the Holder thereof for an
         Unrestricted Definitive Registered Note of the same series or
         transferred to a Person who takes delivery thereof in the form of an
         Unrestricted Definitive Registered Note of the same series if:

                                    (A) such exchange or transfer is effected
                  pursuant to an Exchange Offer in accordance with the
                  applicable Registration Rights Agreement and the Holder, in
                  the case of an exchange, or the transferee, in the case of a
                  transfer, certifies in the applicable letter of transmittal
                  that it is not (1) a Broker-Dealer that acquired the
                  Restricted Definitive Registered Note tendered in the Exchange
                  Offer directly from the Company or an Affiliate of the
                  Company, (2) a Person participating in the distribution of the
                  Exchange Notes or (3) a Person who is an affiliate (as defined
                  in Rule 144) of the Company;

                                    (B) any such transfer is effected pursuant
                  to a Shelf Registration Statement in accordance with the
                  applicable Registration Rights Agreement or pursuant to
                  another effective registration statement under the Securities
                  Act and in compliance with the prospectus delivery
                  requirements of the Securities Act and the transferor delivers
                  a certificate in the form of Exhibit D hereto including the
                  certifications contained in item (4) thereof; or

                                    (C) any such transfer is effected by a
                  Broker-Dealer pursuant to an Exchange Offer Registration
                  Statement in accordance with the applicable Registration
                  Rights Agreement.

                           (iii) Unrestricted Definitive Registered Notes to
         Unrestricted Definitive Registered Notes. A Holder of Unrestricted
         Definitive Registered Notes may only transfer such Notes to a Person
         who takes delivery thereof in the form of Unrestricted Definitive
         Registered Notes of the same series. Upon receipt of a request to
         register such a transfer, the Registrar shall register the Unrestricted
         Definitive Registered Notes pursuant to the instructions from the
         Holder thereof.

                  (f) Exchange Offer. Upon the occurrence of an Exchange Offer
in accordance with the applicable Registration Rights Agreement, the Company
shall issue and, upon receipt of an authentication order in accordance with
Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global
Notes in an aggregate principal amount equal to the corresponding principal
amount of the Book-Entry Interests in the Restricted Global Notes of the same
series tendered for acceptance by Persons that certify in the applicable letters
of transmittal that (x) they are not Broker- Dealers that acquired the
Book-Entry Interests tendered in such Exchange Offer directly from the Company
or an Affiliate of the Company, (y) they are not participating in a distribution
of the



                                       44
<PAGE>   52

Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the
Company, and accepted for exchange in the Exchange Offer and (ii) Unrestricted
Definitive Registered Notes in an aggregate principal amount equal to the
corresponding principal amount of the Restricted Definitive Registered Notes
tendered for acceptance by Persons who certify to the effect set forth in (i)
and accepted for exchange in the Exchange Offer.

In addition, the Principal Paying Agent shall (i) endorse Schedule A to each
Unrestricted Global Note issued pursuant to the preceding paragraph to reflect
the principal amount of Restricted Global Notes of the same series tendered in
the Exchange Offer, (ii) deliver each such Unrestricted Global Note to the
relevant Depositary, (iii) instruct, in the case of the Dollar Restricted Global
Notes, the Dollar Depositary, and, in the case of the Sterling Restricted Global
Notes, the Common Depositary, to deliver each relevant Restricted Global Note to
it, (iv) endorse Schedule A to each such Restricted Global Note to reflect the
decrease in principal amount resulting from the Exchange Offer, and (v)
thereafter, return each Dollar Restricted Global Note to the Dollar Depositary
and each Sterling Restricted Global Note to the Common Depositary, together with
all information regarding the Participant accounts to be debited in connection
with the Exchange Offer.

                  (g) Legends. The following legends shall appear on the face of
all Global Notes and Definitive Registered Notes issued under this Indenture
unless specifically stated otherwise in the applicable provisions of this
Indenture.

                           (i) Restricted Notes Legend.

                                    (A) Except as permitted by subparagraph (B)
                  below, each Global Note and each Definitive Registered Note
                  (and all Notes issued in exchange therefor or substitution
                  thereof) shall bear the Restricted Note Legend.

                                    (B) Notwithstanding the foregoing, any
                  Global Note or Definitive Registered Note issued pursuant to
                  subparagraphs (b)(iii), (c)(ii), (c)(iii), (d)(ii), (d)(iii),
                  (e)(ii), (e)(iii) or (f) to this Section 2.07 (and all Notes
                  issued in exchange therefor or substitution thereof) shall not
                  bear the Restricted Note Legend.

                           (ii) Global Note Legend. Each Global Note may, if the
         Company so elects, bear the applicable Global Note Legend in
         substantially the form set forth in the forms of Note attached hereto
         as Exhibits A, B and C.

                  (h) Cancellation of Global Notes. At such time as all
Book-Entry Interests therein have been exchanged for Definitive Registered
Notes, a Global Note shall be returned to or retained and canceled by the
Trustee in accordance with Section 2.12 hereof.

                  (i) General Provisions Relating to All Transfers and
Exchanges.

                           (i) To permit regulations of transfers and exchanges,
         the Company shall execute and, upon the Company's order, the Trustee
         shall authenticate Global Notes at the



                                       45
<PAGE>   53

         request of the Principal Paying Agent and the Registrar, and Definitive
         Registered Notes at the Registrar's request.

                           (ii) No service charge shall be made to a Holder for
         any registration of transfer of exchange, but the Company may require
         payment of a sum sufficient to cover any stamp or transfer tax, duty or
         governmental charge payable in connection therewith (other than any
         such stamp or transfer taxes, duties or similar governmental charge
         payable upon exchange or transfer pursuant to Sections 2.11, 3.06,
         4.06, 4.07 and 9.05 hereof). The Company shall not impose any fees or
         other charges in respect of the Notes; however, holders of the
         Book-Entry Interests may incur fees normally payable in respect of the
         maintenance and operation of accounts in DTC, Euroclear and
         Clearstream.

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

                           (iv) The Company shall not be required (A) to issue,
         to register the transfer of or to exchange Notes during a period
         beginning at the opening of business 15 calendar days before (1) any
         date fixed for the redemption of any Notes or (2) the day of any
         selection of Notes for redemption under Section 3.03 hereof and ending
         at the close of business on the day of selection, (B) to register the
         transfer of or to exchange any Note so selected for redemption in whole
         or in part, except the unredeemed portion of any Note being redeemed in
         part, (C) to register the transfer of or to exchange a Note between a
         Regular Record Date or Special Record Date, as the case may be, and the
         next succeeding Interest Payment Date or Special Payment Date, as the
         case may be or (D) to register the transfer of or exchange any Note
         which the Holder has tendered (and not withdrawn) for repurchase in
         connection with a Change of Control Offer or an Asset Sale Offer.

                           (v) The Trustee shall authenticate Global Notes and
         Definitive Registered Notes in accordance with the provisions of
         Section 2.02 hereof.

                  (j) If at any time after the consummation of an Exchange Offer
for any Initial Notes or Subsequent Notes, such Initial Notes or Subsequent
Notes would no longer constitute Transfer Restricted Securities, then the Holder
thereof (or the owner of a Book-Entry Interest therein) may, at its option,
exchange such Note (or Book-Entry Interest therein) for an Exchange Note of the
same series (or a Book-Entry Interest therein) in an equal principal amount by
compliance with the procedures set forth in this Section 2.07 applicable to an
exchange of Restricted Notes (or Book-Entry Interests therein) for Unrestricted
Notes (or Book-Entry Interests therein) of the same series.



                                       46
<PAGE>   54

SECTION 2.08        Replacement Notes.

         If any mutilated Note is surrendered to the Trustee, or the Company and
the Trustee receive evidence to their satisfaction of the destruction, loss or
theft of any Note, and there is delivered to the Company, any Subsidiary
Guarantor or the Trustee, such security or indemnity, in each case, as may be
required by it to hold it harmless, then, in the absence of notice to the
Company, any Subsidiary Guarantor or the Trustee that such Note has been
acquired by a bona fide purchaser, the Company shall issue and the Trustee, upon
the written order of the Company signed by two Officers of the Company, shall
authenticate a replacement Note of the same series if the Trustee's requirements
are met. An indemnity bond must be supplied by the Holder that is sufficient in
the judgment of the Trustee and the Company to protect the Company, any
Subsidiary Guarantor, the Trustee, any Agent and any authenticating agent from
any loss that any of them may suffer if a Note is replaced. The Company may
charge for its expenses in replacing a Note. If, after the delivery of such
replacement Note, a bona fide purchaser of the original Note in lieu of which
such replacement Note was issued presents for payment or registration such
original Note, the Trustee shall be entitled to recover such replacement Note
from the Person to whom it was delivered or any Person taking therefrom, except
a bona fide purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Company, the Trustee, any Agent and any authenticating agent in
connection therewith.

         Every replacement Note is an additional obligation of the Company and
any Subsidiary Guarantor and shall be entitled to all of the benefits of this
Indenture equally and proportionately with all other Notes duly issued
hereunder. The provisions of this Section 2.08 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement of mutilated, destroyed, lost or stolen Notes.

SECTION 2.09        Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee or the Principal Paying Agent in accordance with the provisions hereof,
and those described in this Section as not outstanding. Except as set forth in
Section 2.10 hereof, a Note does not cease to be outstanding because the Company
or an Affiliate of the Company holds the Note.

         If a Note is replaced pursuant to Section 2.08 hereof, it ceases to be
outstanding unless the Company, any Subsidiary Guarantor or the Trustee receives
proof satisfactory to it that the replaced Note is held by a bona fide
purchaser.

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

         If the Paying Agent (other than the Company or a Subsidiary or an
Affiliate of the Company) holds, on a redemption date, repurchase date or
maturity date, money sufficient to pay Notes payable



                                       47
<PAGE>   55

on that date, then on and after that date such Notes shall be deemed to be no
longer outstanding and shall cease to accrue interest (and Liquidated Damages,
if any).

SECTION 2.10 Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes of each series have concurred in any direction, waiver or consent, Notes
owned by the Company or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company shall
be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded.

SECTION 2.11 Temporary Notes.

         Until definitive Notes are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Notes upon a written order of the
Company signed by two Officers of the Company. Temporary Notes shall be
substantially in the form of Definitive Registered Notes but may have variations
that the Company considers appropriate for temporary Notes and as shall be
reasonably acceptable to the Trustee. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate, upon the written order of the
Company and an Officers' Certificate, definitive Notes in exchange for temporary
Notes. Until so exchanged, temporary Notes shall be entitled to the same rights,
benefits and privileges as definitive Notes.

SECTION 2.12 Cancellation.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and each Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange, payment,
replacement, redemption or purchase. The Trustee and no one else shall cancel
all Notes surrendered for registration of transfer, exchange, payment,
replacement, redemption, purchase or cancellation and shall return such canceled
Notes to the Company. The Company may not issue new Notes to replace Notes that
it has paid or that have been delivered to the Trustee for cancellation.

SECTION 2.13 Defaulted Interest.

         If the Company defaults in a payment of interest or Liquidated Damages
on the Notes, it shall pay the defaulted interest or Liquidated Damages in any
lawful manner plus, to the extent lawful, interest payable on the defaulted
interest or Liquidated Damages, in accordance with the terms hereof, to (a) the
Persons who are Holders of Definitive Registered Notes, if any, on a subsequent
Special Record Date, and (b) if a Global Note is still outstanding, to the
Holder of such Global Note or such payment note, in each case at the rate
provided in the Notes and in Section 4.01 hereof. The Company shall notify the
Trustee in writing of the amount of defaulted interest or Liquidated Damages
proposed to be paid on each Note and the date of the proposed payment. The
Company shall fix or cause to be fixed each such Special Record Date and payment
date in a manner



                                       48
<PAGE>   56

satisfactory to the Trustee, provided that no such Special Record Date shall be
less than 10 days prior to the related Special Payment Date for such defaulted
interest or Liquidated Damages. At least 15 days before the Special Record Date,
the Company (or, upon the written request of the Company, the Trustee in the
name and at the expense of the Company) shall give, in the manner provided in
Section 12.02 hereof, to Holders of Definitive Registered Notes, if any, and if
any Global Note is still outstanding, to the applicable Depositary, a notice
that states the Special Record Date, if any, the related payment date and the
amount of such interest or Liquidated Damages to be paid.

SECTION 2.14 CUSIP and ISIN Numbers; Common Code.

         The Company in issuing Dollar Notes shall use "CUSIP" numbers and, in
issuing Sterling Notes, shall use "ISIN" numbers and common codes, and if so,
such CUSIP or ISIN numbers and common codes shall be included in notices of
redemption, repurchase or exchange as a convenience to Holders; provided,
however, that any such notice may state that no representation is made as to the
correctness or accuracy of the CUSIP numbers, or ISIN numbers or common codes
printed in the notice or on the Notes, and that reliance may be placed only on
any other identification numbers printed on the Notes. The Company shall
promptly notify the Trustee, each Paying Agent and the Registrar of any change
in a CUSIP number, ISIN number or common code.

SECTION 2.15 Substitution of Currency.

         If the United Kingdom adopts the Euro to replace Sterling as the legal
tender in the United Kingdom, such adoption shall, as provided below, result in
the effective redenomination of the Sterling Notes into Euros, and the
regulations of the European Commission relating to the Euro shall apply to the
Sterling Notes. The circumstances and consequences described in this Section
2.15 entitle none of the Company, any Subsidiary Guarantors or any Holder to
early redemption, rescission, notice or repudiation of the terms and conditions
of the Sterling Notes or this Indenture or to raise other defenses or to request
any compensation claim, nor shall they affect any of the other obligations of
the Company or any Subsidiary Guarantors under the Sterling Notes and under this
Indenture.

         The Company, any Subsidiary Guarantors and the Trustee shall, without
the consent of the Holders, on or after the Specified Date (as defined below)
make such modifications to the Sterling Notes and this Indenture as may be
necessary in order to facilitate payment of interest in Euros, redemption of the
Sterling Notes at the Euro-equivalent of the Sterling principal amount of the
Sterling Notes and associated reconventioning, renominalisation and related
matters as may be proposed by the Company (and confirmed by an independent
financial institution approved by the Trustee to be in conformity with then
applicable market conventions). For this purpose, "Specified Date" means the
date on which the United Kingdom participates in the third stage of European
Economic and Monetary Union pursuant to the treaty establishing the European
Community or otherwise participates in European Economic and Monetary Union in a
manner with an effect similar to such third stage.



                                       49
<PAGE>   57

         The Company shall give notice to Holders of the Sterling Notes of any
modifications referred to in the previous paragraph and, if the Sterling Notes
are listed on the Luxembourg Stock Exchange, and the rules of such stock
exchange shall so require, provide a copy of such notice to the Luxembourg Stock
Exchange and cause such notice to be published in a leading daily newspaper of
general circulation in Luxembourg (which may be the Luxemburger Wort).

                                   ARTICLE III

                            REDEMPTION AND PREPAYMENT

SECTION 3.01 Notices to Trustee.

         If the Company elects to redeem Notes of any series pursuant to the
optional redemption provisions of Section 3.07 hereof, it shall furnish to the
Trustee, at least 45 days (unless a shorter period is acceptable to the Trustee)
but not more than 60 days before a redemption date, an Officers' Certificate
setting forth (i) the clause of this Indenture pursuant to which the redemption
shall occur, (ii) the redemption date, (iii) the principal amount of such Notes
to be redeemed and (iv) the redemption price.

SECTION 3.02 Selection of Notes to Be Redeemed.

         If less than all of the Notes of any series are to be redeemed at any
time, the Trustee shall select Notes of such series for redemption not more than
60 days prior to the redemption date from the outstanding Notes of such series
not previously called for redemption, with respect to the Sterling Notes, in
compliance with the requirements of the Luxembourg Stock Exchange or, if the
Sterling Notes are not then listed on the Luxembourg Stock Exchange, and with
respect to the Dollar Notes, on a pro rata basis, by lot or by such method as
the Trustee shall deem fair and appropriate (subject to the procedures of DTC,
Euroclear or Clearstream, as the case may be), provided, that redemption of
portions of the principal amount of Notes is made in denominations in integral
multiples of $1,000 (in the case of the Dollar Notes) and (pound)1,000 (in the
case of the Sterling Notes).

SECTION 3.03 Notice of Redemption.

         The Notes shall be redeemable in whole or in part upon not less than 30
nor more than 60 days' prior written notice given in accordance with the
requirements of Section 12.02 hereof.

         The notice shall identify the Notes of such series to be redeemed
(including the applicable CUSIP/ISIN numbers/common codes) and shall state:

                  (a) the redemption date;

                  (b) the redemption price and the amount of accrued and unpaid
interest and Liquidated Damages, if any, to be paid;



                                       50
<PAGE>   58

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

                  (d) the name, address and telephone number of the Paying
Agent;

                  (e) that Notes called for redemption (other than a Global
Note) must be surrendered to the Paying Agent at the address specified to
collect the redemption price plus accrued and unpaid interest and Liquidated
Damages, if any;

                  (f) that, unless the Company defaults in making such
redemption payment, interest and Liquidated Damages, if applicable, on Notes of
such series called for redemption cease to accrue on and after the redemption
date;

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

                  (h) that no representation is made as to the correctness or
accuracy of the CUSIP/ISIN/Common Code number, if any, listed in such notice or
printed on the Notes.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date (unless a shorter period is otherwise acceptable to the
Trustee), an Officers' Certificate requesting that the Trustee give such notice
and setting forth the information to be stated in such notice as provided in the
preceding paragraph.

SECTION 3.04 Effect of Notice of Redemption.

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

         On and after the redemption date, interest and Liquidated Damages, if
applicable, shall cease to accrue on Notes or portions of them called for
redemption unless the Company shall default in making such redemption payment.

SECTION 3.05 Deposit of Redemption Price.

         Not later than 12:00 noon, New York City time, with respect to the
Dollar Notes, and no later than 10:00 a.m., London time, with respect to the
Sterling Notes, on the redemption date, the Company shall deposit with the
Trustee or with the Paying Agent U.S. Dollars, with respect to the Dollar Notes,
and Pounds Sterling, with respect to the Sterling Notes, sufficient to pay the
redemption price of and accrued interest and Liquidated Damages, if applicable,
on all Notes to be



                                       51
<PAGE>   59

redeemed on that date. The Trustee or the Paying Agent shall promptly return to
the Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption price of, and
accrued and unpaid interest and Liquidated Damages, if applicable, on, all Notes
to be redeemed.

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

SECTION 3.06 Notes Redeemed in Part.

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

SECTION 3.07 Optional Redemption.

                  (a) (i) The 10-Year Dollar Notes may be redeemed in whole or
         in part at the Company's option at any time on or after February 15,
         2005 upon not less than 30 nor more than 60 days' prior notice, at the
         redemption prices (expressed as percentages of the principal amount
         thereof) set forth below plus accrued and unpaid interest thereon and
         Liquidated Damages, if any, to the applicable redemption date, if
         redeemed during the 12-month period beginning on February 15 of the
         years indicated below:

<TABLE>
<CAPTION>
         Year                                                       Percentage
         ----                                                       ----------
<S>                                                                 <C>
         2005.......................................................105.375%
         2006.......................................................103.583%
         2007.......................................................101.792%
         2008 and thereafter........................................100.000%
</TABLE>

                           (ii) The 10-Year Dollar Notes may be redeemed in
         whole or in part at the Company's option at any time prior to February
         15, 2005, upon not less than 30 nor more than 60 days' prior notice, at
         a redemption price equal to the then outstanding principal amount of
         the Notes being redeemed plus accrued and unpaid interest thereon and
         Liquidated Damages, if any, to the date of redemption plus a premium
         equal to the excess of (i) the



                                       52
<PAGE>   60

         present value, at the time of redemption, of the principal amount of
         the 10-Year Dollar Notes begin redeemed, plus premium thereon
         applicable to 10-Year Dollar Notes redeemable at the option of the
         Company on February 15, 2005, and any required interest payments due on
         the 10-Year Dollar Notes being redeemed through February 15, 2005,
         computed using a discount rate equal to the applicable Treasury Rate
         plus 50 basis points over (ii) the then outstanding principal amount of
         the 10-Year Dollar Notes being redeemed.

                  (b) The 7-Year Dollar Notes may be redeemed in whole or in
part at the Company's option at any time prior to maturity, upon not less than
30 nor more than 60 days' prior notice, at a redemption price equal to the then
outstanding principal amount of 7-Year Dollar Notes being redeemed plus accrued
and unpaid interest thereon and Liquidated Damages, if any, to the date of
redemption plus a premium equal to the excess of (i) the present value at the
time of redemption of the principal amount of the 7-Year Dollar Notes being
redeemed and any required interest payments due on the 7-Year Dollar Notes being
redeemed through Stated Maturity, computed using a discount rate equal to the
Treasury Rate plus 50 basis points over (ii) the then outstanding principal
amount of the 7-Year Dollar Notes being redeemed.

                  (c) The 7-Year Sterling Notes may be redeemed in whole or in
part at the Company's option at any time prior to maturity, upon not less than
30 nor more than 60 days' prior notice, at a redemption price equal to the then
outstanding principal amount of the 7-Year Sterling Notes being redeemed plus
accrued and unpaid interest thereon and Liquidated Damages, if any, to the date
of redemption plus a premium equal to the excess of (x) the present value at the
time of redemption of the principal amount of the 7-Year Sterling Notes being
redeemed and any required interest payments due on the 7-Year Sterling Notes
being redeemed through Stated Maturity, computed using a discount rate equal to
the Gilt Rate plus 50 basis points over (y) the then outstanding principal
amount of the 7-Year Sterling Notes being redeemed.

                  (d) In addition, prior to February 15, 2003, the Company may
on any one or more occasions redeem up to 35% of the aggregate principal amount
of the Notes of each series originally issued under this Indenture (except
pursuant to an Exchange Offer) at a redemption price of (x) in the case of the
7-Year Dollar Notes, 110.375% of the principal amount thereof, (y) in the case
of the 10-Year Dollar Notes, 110.75% of the principal amount thereof, and (z) in
the case of the 7-Year Sterling Notes, 110.375% of the principal amount thereof,
in each case plus accrued and unpaid interest thereon and Liquidated Damages, if
any, to the redemption date, with all or part of the net cash proceeds of one or
more Public Equity Offerings; provided, however, that (1) at least 65% in
aggregate principal amount of the Notes of the applicable series originally
issued under the Indenture (except pursuant to an Exchange Offer) remains
outstanding immediately after the occurrence of such redemption (excluding Notes
of such series held by the Company and its Subsidiaries); and (2) the redemption
must occur within 60 days of the closing of such Public Equity Offering.

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



                                       53
<PAGE>   61

SECTION 3.08 Mandatory Redemption.

         Except as set forth under Sections 4.06 and 4.07 hereof, the Company
shall not be required to make mandatory redemption payments with respect to any
series of the Notes.

SECTION 3.09 Offer to Purchase by Application of Net Proceeds.

         In the event that, pursuant to Section 4.07 hereof, the Company shall
be required to commence an Asset Sale Offer to all Holders and all holders of
other Senior Debt of the Company that is pari passu with the Notes containing
provisions similar to those set forth in this Indenture with respect to offers
to purchase or redeem with the Net Proceeds of sales of assets to purchase the
maximum principal amount of Notes and such other Senior Debt and that may be
purchased out of Excess Proceeds, it shall follow the procedures specified
below.

         The Asset Sale Offer shall remain open for a period of at least 30 days
following its commencement but no longer than 60 days, except to the extent that
a longer period is required by applicable law (the "Offer Period"). Promptly
after the termination of the Offer Period (the "Purchase Date"), the Company
shall purchase the principal amount of Notes required to be purchased pursuant
to Section 4.07 hereof (the "Offer Amount") or, if less than the Offer Amount
has been tendered, all Notes tendered and not withdrawn in response to the Asset
Sale Offer. Payment for any Notes so purchased shall be made in the same manner
as interest payments are made.

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

         Upon the commencement of an Asset Sale Offer, the Company shall give,
in accordance with Section 12.02 hereof, a notice to each of the Holders, with a
copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

                  (a) that the Asset Sale Offer is being made pursuant to this
Section 3.09 and Section 4.07 hereof and the length of time the Asset Sale Offer
shall remain open;

                  (b) the Offer Amount, the purchase price and the Purchase
Date;

                  (c) that any Note not validly tendered or accepted for payment
shall continue to accrue interest and Liquidated Damages, if applicable;



                                       54
<PAGE>   62

                  (d) that, unless the Company defaults in making such payment,
any Note accepted for payment pursuant to the Asset Sale Offer shall cease to
accrue interest and Liquidated Damages, if applicable, after the Purchase Date;

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

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

                  (g) that, if the aggregate principal amount of Notes and such
other Senior Debt tendered into such Asset Sale Offer exceeds the amount of
Excess Proceeds, the Trustee shall select the Notes and such other Senior Debt
to be purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Notes in denominations of $1,000 or
(pound)1,000, as the case may be, or integral multiples thereof, shall be
purchased); and

                  (h) that Holders whose Notes were purchased only in part shall
be issued new Notes (accompanied by a notation of the Subsidiary Guarantees, if
any, duly endorsed by the Subsidiary Guarantors) equal in principal amount to
the unpurchased portion of the Notes surrendered (or transferred by book-entry
transfer).

         On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof validly tendered and not properly
withdrawn pursuant to the Asset Sale Offer, or if less than the Offer Amount has
been validly tendered and not properly withdrawn, all Notes so tendered and not
withdrawn, and shall deliver to the Trustee an Officers' Certificate stating
that such Notes or portions thereof were accepted for payment by the Company in
accordance with the terms of this Section 3.09. Upon surrender and cancellation
of a Definitive Registered Note that is purchased in part, the Company shall
promptly issue and the Trustee shall authenticate and deliver to the
surrendering Holder of such Definitive Registered Note a new Definitive
Registered Note equal in principal amount to the unpurchased portion of such
surrendered Definitive Registered Note; provided that each such new Definitive
Registered Note shall be in a principal amount of $1,000 or (pound)1,000, as the
case may be, or an integral multiple thereof. Upon surrender of a Global Note
that is purchased in part pursuant to an Asset Sale Offer, the Paying Agent
shall forward such Global Note to the Trustee who shall make an endorsement
thereon to reduce the principal amount of such Global Note to an amount equal to
the unpurchased portion of such Global Note, as provided in Section 2.07 hereof.
The Company, the Depositary or the Paying Agent, as the case may be, shall
promptly mail or deliver to each tendering Holder an amount equal to the
purchase price of the Notes



                                       55
<PAGE>   63

tendered by such Holder and accepted by the Company for purchase, plus accrued
and unpaid interest and Liquidated Damages, if any, to the Purchase Date, and
the Company shall promptly issue a new Note (in each case, accompanied by a
notation of the Subsidiary Guarantees, if any, duly endorsed by the Subsidiary
Guarantors), and the Trustee, upon written request from the Company shall
authenticate and mail (or caused to be transferred by book entry) such new Note
to such Holder, in a principal amount equal to any unpurchased portion of the
Note tendered. Any Note not so accepted shall be promptly mailed (or caused to
be transferred by book entry) by the Company to the Holder thereof. The Company
shall publicly announce the results of the Asset Sale Offer on or as soon as
practicable after the Purchase Date.

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

SECTION 3.10 Notices Upon Partial Redemption or Repurchase of Sterling Notes.

         If the Sterling Notes are listed on the Luxembourg Stock Exchange and
the rules and regulations of the Luxembourg Stock Exchange so require, the
Company shall, once in each year in which there has been a partial redemption of
Sterling Notes under this Article III or a partial repurchase of Sterling Notes
pursuant to an Asset Sale Offer under Section 4.07 or a Change of Control Offer
under Section 4.06, cause to be published in a leading daily newspaper of
general circulation in Luxembourg (which may be the Luxemburger Wort) a notice
specifying the aggregate principal amount of Sterling Notes outstanding and a
list of the Sterling Notes redeemed pursuant to this Article III or repurchased
pursuant to such Asset Sale Offer or Change of Control Offer.

                                   ARTICLE IV

                                    COVENANTS

SECTION 4.01 Payment of Notes.

                  (a) The Company shall pay or cause to be paid the principal
of, premium, if any, interest, and Liquidated Damages, if any, on the Dollar
Notes on the dates and in the manner provided in the Dollar Notes and in this
Indenture. The Company shall pay such amount in money of the United States that
at the time of payment is legal tender for payment of public and private debts.

                  (b) The Company shall pay or cause to be paid the principal
of, premium, if any, and Liquidated Damages, if any, on the Sterling Notes on
the dates and in the manner provided in the Sterling Notes and in this
Indenture. The Company shall pay such amounts in money of the United Kingdom
that at the time of payment is legal tender for payment of public and private
debts.

                  (c) Principal, premium, if any, interest and Liquidated
Damages shall be considered paid on the date due if a Paying Agent, if other
than the Company, holds no later than



                                       56
<PAGE>   64

12:00 noon, New York City time (with respect to the Dollar Notes), and no later
than 10:00 a.m., London time (with respect to the Sterling Notes), on the due
date U.S. dollars (with respect to the Dollar Notes) and Pounds Sterling (with
respect to the Sterling Notes) deposited by the Company by check or transfer of
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, interest and Liquidated Damages then due. The
Company shall pay all Liquidated Damages, if any, in the same manner on the
dates and in the amounts set forth in the applicable Registration Rights
Agreement.

         The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal of Notes of any series
at the interest rate provided for in the Notes of such series to the extent
lawful. The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace period) of Notes of
any series at the same rate to the extent lawful.

SECTION 4.02 Maintenance of Office or Agency.

         The Company shall maintain an office or agency (which may be an office
of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where
Notes may be surrendered for payment or presented for registration of transfer
or for exchange and where notices and demands to or upon the Company in respect
of the Notes and this Indenture may be served in accordance with the terms and
conditions set forth in Section 2.03 hereof.

         The Company may also from time to time designate one or more other
offices or agencies (in or outside the City of New York and Luxembourg) where
the Notes may be presented or surrendered for any or all such purposes and may
from time to time rescind such designations. The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in location of any such other office or agency.

SECTION 4.03 Compliance Certificate.

                  (a) The Company shall deliver to the Trustee, within 90 days
after the end of each fiscal year, beginning with the fiscal year ending
December 31, 2000, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company and each Subsidiary Guarantor, if any, have
kept, observed, performed and fulfilled their respective obligations under this
Indenture and further stating, as to each such Officer signing such certificate,
that to the best of his or her knowledge the Company and each Subsidiary
Guarantor, if any, have kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions of this Indenture (or,
if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which he or she may have knowledge and what
action the Company or such Subsidiary Guarantor, as the case may be, is taking
or proposes to take with respect thereto).



                                       57
<PAGE>   65

                  (b) So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
year-end financial statements referred to in Section 4.15(a) shall be
accompanied by a written statement of the Company's independent public
accountants that in making the examination necessary for certification of such
financial statements, nothing has come to their attention that would lead them
to believe that the Company has violated any provisions of Article IV or Article
V hereof as to which such accountants have professional competence or, if any
such violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable directly
or indirectly to any Person for any failure to obtain knowledge of any such
violation.

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

SECTION 4.04 Payment of Taxes and Other Claims.

         The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (a) all taxes, assessments and
governmental charges levied or imposed upon its or its Subsidiaries' income,
profits or property and (b) all lawful claims for labor, materials and supplies
which, if unpaid, might by law become a Lien upon its property; provided that
the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate negotiations or
proceedings and for which disputed amounts any reserves required in accordance
with GAAP have been made.

SECTION 4.05 Stay, Extension and Usury Laws.

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

SECTION 4.06 Change of Control.

                  (a) If a Change of Control occurs with respect to Notes of any
series, each Holder of Notes of such series shall have the right to require the
Company to repurchase all or any part (equal to $1,000 or (pound)1,000, as the
case may be, or an integral multiple thereof) of that Holder's Notes pursuant to
the offer described below (the "Change of Control Offer"). In the Change of
Control Offer, the Company shall offer a "Change of Control Purchase Price" in
cash equal to 101% of the



                                       58
<PAGE>   66

aggregate principal amount of Notes repurchased plus accrued and unpaid interest
thereon and Liquidated Damages, if any, to the Change of Control Repurchase Date
(as defined below).

                  (b) Within 30 days following any Change of Control, the
Company shall give a notice to each Holder describing the transaction or
transactions that constitute the Change of Control and offering to repurchase
Notes on the Change of Control Repurchase Date specified in such notice,
pursuant to the procedures required by this Indenture and described in such
notice. If the Change of Control Repurchase Date is on or after a record date
and on or before the related Interest Payment Date, any accrued and unpaid
interest and Liquidated Damages (to the extent involving interest that is due
and payable on such Interest Payment Date), if any, shall be paid to the Person
in whose name a Note is registered at the close of business on such record date,
and no additional interest (or Liquidated Damages, if any) (to the extent
involving interest that is due and payable on such Interest Payment Date) shall
be payable to Holders who validly tender Notes pursuant to the Change of Control
Offer. The Company shall comply with the requirements of Rule 14e-l under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control.

                  (c) Within 30 days following any Change of Control, the
Company shall give, in accordance with Section 12.02, a notice to each Holder,
with a copy of such notice to the Trustee. The notice, which shall govern the
terms of the Change of Control Offer, shall state, among other things:

                           (i) that a Change of Control has occurred and that
         such Holder has the right to require the Company to repurchase such
         Holder's Notes at the Change of Control Purchase Price plus accrued and
         unpaid interest thereon and Liquidated Damages, if any, to the Change
         of Control Repurchase Date;

                           (ii) the "Change of Control Repurchase Date," which
         shall be no earlier than 30 days and no later than 60 days after the
         date such notice is mailed;

                           (iii) the circumstances and relevant fact regarding
         such Change of Control, including information with respect to pro forma
         historical income, cash flow and capitalization after giving effect to
         such Change of Control;

                           (iv) that any Notes (or portions thereof) not validly
         tendered shall continue to accrue interest and Liquidated Damages, if
         applicable;

                           (v) that any Note accepted for payment pursuant to
         the Change of Control Offer (and duly paid for on the Change of Control
         Repurchase Date) shall cease to accrue interest and Liquidated Damages,
         if applicable, after the Change of Control Repurchase Date;

                           (vi) that Holders electing to have a Note purchased
         pursuant to any Change of Control Offer shall be required to surrender
         the Note, with the form entitled "Option of Holder to Elect Purchase"
         on the reverse of the Note completed, or transfer by book-entry



                                       59
<PAGE>   67

         transfer, to a Paying Agent at the address specified in the notice
         prior to the close of business on the Change of Control Repurchase
         Date;

                           (vii) that Holders shall be entitled to withdraw
         their election if the Paying Agent receives, not later than the close
         of business of the third Business Day, or such shorter periods as may
         be required by applicable law, preceding the Change of Control
         Repurchase Date, a telegram, facsimile transmission or letter setting
         forth the name of the Holder, the principal amount of the Notes the
         Holder delivered for repurchase and a statement that such Holder is
         withdrawing his election to have such Note repurchased; and

                           (viii) that Holders which elect to have their Notes
         repurchased only in part shall be issued new Notes in a principal
         amount equal to the unpurchased portion of the Notes surrendered.

         Such notice also shall contain any other instructions and any other
information necessary to enable Holders to tender their Notes (or portions
thereof) and have such Notes (or portions thereof) purchased pursuant to the
Change of Control Offer.

                  (d) Subject to Section 4.06(i), on the Change of Control
Repurchase Date, the Company shall, to the extent lawful:

                           (i) accept for payment all Notes or portions thereof
         properly tendered and not withdrawn pursuant to the Change of Control
         Offer;

                           (ii) deposit by 12:00 noon, New York time with
         respect to the Dollar Notes and 10:00 a.m., London time, with respect
         to the Sterling Notes with a Paying Agent an amount equal to the Change
         of Control Repurchase Price, plus accrued and unpaid interest thereon
         and Liquidated Damages, if any, to the Change of Control Repurchase
         Date, in respect of all Notes or portions thereof so tendered; and

                           (iii) deliver or cause to be delivered to a Paying
         Agent the Notes so accepted together with an Officers' Certificate
         stating the aggregate principal amount of Notes or portions thereof
         being purchased by the Company.

                  (e) A Paying Agent shall promptly mail to each Holder of Notes
so tendered the Change of Control Purchase Price for such Notes, plus accrued
and unpaid interest thereon and Liquidated Damages, if any, to the Change of
Control Repurchase Date.

                  (f) Upon surrender and cancellation of a Note that is
purchased in part pursuant to the Change of Control Offer, the Company shall
promptly issue and the Trustee shall authenticate and mail (or cause to be
transferred by book entry) to the surrendering Holder of such Note a new Note
equal in principal amount to the unpurchased portion of such surrendered Note;
provided that each such new Note shall be in principal amount of $1,000 or
(pound)1,000, as the case may be, or an integral multiple thereof.



                                       60
<PAGE>   68

                  (g) The Company shall publicly announce the results of the
Change of Control Offer on or as soon as practicable after the Change of Control
Repurchase Date.

                  (h) The provisions described in this Section 4.06 require the
Company to make a Change of Control Offer following a Change of Control shall be
applicable regardless of whether or not any other provisions of this Indenture
are applicable.

                  (i) Notwithstanding the other provisions of this Section 4.06,
the Company shall not be required to make a Change of Control Offer upon a
Change of Control, and a Holder shall not have the right to require that the
Company repurchase any Notes pursuant to a Change of Control Offer, if a third
party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Company and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer.

SECTION 4.07 Limitations on Asset Sales.

                  (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless:

                           (i) the Company (or the Restricted Subsidiary, as the
         case may be) receives consideration at the time of such Asset Sale at
         least equal to the fair market value of the assets or Capital Stock
         issued or sold or otherwise disposed of;

                           (ii) such fair market value is determined in good
         faith by the Board of Directors, whose determination shall be
         conclusive, and evidenced by a Board Resolution; and

                           (iii) at least 75% of the consideration therefor
         received by the Company or such Restricted Subsidiary is in the form of
         cash.

         For purposes of this provision, each of the following shall be deemed
to be cash:

                                    (A) any liabilities (as shown on the
                  Company's or such Restricted Subsidiary's most recent balance
                  sheet) of the Company or any Restricted Subsidiary (other than
                  contingent liabilities and liabilities that are by their terms
                  subordinated to the Notes or any Subsidiary Guarantee) that
                  are assumed by the transferee of any such assets pursuant to a
                  customary novation agreement that releases the Company or such
                  Restricted Subsidiary from further liability; and

                                    (B) any securities, notes or other
                  obligations received by the Company or any such Restricted
                  Subsidiary from such transferee that are converted within 90
                  days by the Company or such Restricted Subsidiary into cash
                  (to the extent of the cash received in that conversion); and



                                       61
<PAGE>   69

                                    (C) Voting Stock of another Person engaged
                  in a Permitted Business, provided that, after giving effect to
                  the receipt of such Voting Stock, the aggregate book value, as
                  determined in accordance with GAAP, of all such Voting Stock
                  owned by the Company and its Restricted Subsidiaries,
                  excluding the Voting Stock of any Restricted Subsidiary,
                  represents less than 15% of Consolidated Total Assets of the
                  Company.

                  (b) Within 365 days after the Asset Sale, the Company or any
Restricted Subsidiary may apply such Net Proceeds at its option:

                           (i) to repay Senior Debt of the Company or any
         Restricted Subsidiaries (and to correspondingly permanently reduce
         commitments with respect thereto in the case of revolving borrowings),
         including to repurchase any Notes;

                           (ii) to acquire all or substantially all of the
         assets of, or any Voting Stock of, another Person engaged in a
         Permitted Business, provided that, after giving effect to the
         acquisition of such Voting Stock, the aggregate book value, as
         determined in accordance with GAAP, of all such Voting Stock owned by
         the Company and its Restricted Subsidiaries, excluding the Voting Stock
         of any Restricted Subsidiary, represents less than 15% of Consolidated
         Total Assets of the Company;

                           (iii) to make a capital expenditure; or

                           (iv) to acquire other long-term assets that are used
         or useful in a Permitted Business.

Pending the final application of any such Net Proceeds, the Company or any
Restricted Subsidiary may temporarily reduce revolving credit borrowings or
otherwise invest such Net Proceeds in any manner that is not prohibited by this
Indenture.

                  (c) Any Net Proceeds from Asset Sales that are not applied or
invested as provided in Section 4.07(b) above shall constitute excess proceeds
("Excess Proceeds"). When the aggregate amount of Excess Proceeds exceeds $25.0
million, the Company shall make a pro rata offer (an "Asset Sale Offer") to all
Holders of Notes and all holders of other Senior Debt of the Company that is
pari passu with the Notes containing provisions similar to those set forth in
this Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets to purchase the maximum principal amount of Notes and such other
Senior Debt that may be purchased out of the Excess Proceeds. The offer price in
any Asset Sale Offer shall be equal to 100% of principal amount plus accrued and
unpaid interest and Liquidated Damages, if any, to the date of purchase, and
shall be payable in cash. If any Excess Proceeds remain after consummation of an
Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not
otherwise prohibited by this Indenture. If the aggregate principal amount of
Notes and such other Senior Debt tendered into such Asset Sale Offer exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes and such other
Senior Debt to be purchased on a pro rata basis. Upon completion of each



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<PAGE>   70

Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The
Company shall comply with all applicable tender offer rules, including, without
limitation, Rule 14e-1 under the Exchange Act, in connection with any
repurchased Notes upon an Asset Sale Offer.

                  (d) To the extent that any or all of the Net Proceeds of any
Foreign Asset Sale is prohibited or delayed by applicable local law from being
repatriated to the United States, the portion of such Net Proceeds so affected
shall not be required to be applied at the time provided above, but may be
retained by the applicable Restricted Subsidiary so long, but only so long, as
the applicable local law shall not permit repatriation to the United States. The
Company shall agree promptly to take or cause the applicable Subsidiary to
promptly take all commercially reasonable actions required by the applicable
local law to permit such repatriation. Once such repatriation of any of such
affected Net Proceeds is permitted under the applicable local law, such
repatriation shall be promptly effected and such repatriated Net Proceeds shall
be applied in the manner set forth in this provision as if such Foreign Asset
Sale had occurred on the date of such repatriation.

         To the extent that the Board of Directors determines, in good faith,
that repatriation of any or all of the Net Proceeds of any Foreign Asset Sale
would have a material adverse tax consequence to the Company, the Net Proceeds
so affected need not be repatriated to the United States by the applicable
Restricted Subsidiary for so long as such material adverse tax consequence would
continue.

SECTION 4.08 Restricted Payments.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, make any Restricted Payment after the Issue Date of
the Notes if at the time of such Restricted Payment and after giving effect
thereto:

                  (a) an Event of Default or a Default shall have occurred and
be continuing;

                  (b) the Company could not Incur at least $1 of Debt under
Section 4.09(a);

                  (c) the aggregate amount of all Restricted Payments made by
the Company and its Restricted Subsidiaries--the amount so made, if other than
in cash, to be determined in good faith by the Board of Directors, as evidenced
by a Board Resolution--after the Issue Date of the Notes shall exceed the sum,
without duplication, of:

                           (i) $10 million plus 50% of the Net Income of the
         Company and its consolidated Restricted Subsidiaries for the period,
         taken as one accounting period, beginning on the first day of the
         fiscal quarter during which the Issue Date occurs and ending on the
         last day of the fiscal quarter immediately prior to the date of such
         calculation; provided that if Net Income for such period is less than
         zero, then minus 100% of the amount of such net loss; plus



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                           (ii) the aggregate net proceeds, including the fair
         market value of proceeds other than cash, as determined in good faith
         by the Board of Directors, received by the Company from and after the
         Issue Date of the Notes from (A) the contribution to the common equity
         capital of the Company or (B) the issuance and sale other than to a
         Restricted Subsidiary of its Capital Stock--excluding Redeemable Stock,
         but including Capital Stock other than Redeemable Stock issued upon
         conversion of, or in exchange for, Redeemable Stock or securities other
         than its Capital Stock--and warrants, options and rights to purchase
         its Capital Stock other than Redeemable Stock, but excluding (1) the
         net proceeds from the issuance, sale, exchange, conversion or other
         disposition of its Capital Stock convertible --whether at the option of
         the Company or the holder thereof or upon the happening of any
         event--into (x) any security other than its Capital Stock or (y) its
         Redeemable Stock or (2) net proceeds consisting of evidences of Debt or
         securities other than Capital Stock; plus

                           (iii) any amount previously included as a Restricted
         Payment on account of an obligation by the Company or any Restricted
         Subsidiary to make a Restricted Payment which has not actually been
         made by the Company or any Restricted Subsidiary and which is no longer
         required to be made by the Company or any Restricted Subsidiary;

provided that the foregoing clause (c) shall not prevent the payment of any
dividend within 60 days after the date of its declaration if such dividend could
have been paid on the date of its declaration without violation of the
provisions of this Section 4.08.

SECTION 4.09        Limitations on Debt.

                  (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, Incur any Debt, including Acquisition
Debt; provided, however, that the Company may Incur Debt, and any Restricted
Subsidiary may Incur Acquisition Debt, if, after giving effect to the Incurrence
of such Debt and the receipt and application of the proceeds therefrom, the
Fixed Charge Ratio of the Company would be equal to or greater than 2.0 to 1.0.

                  (b) Notwithstanding Section 4.09(a), the Company and, to the
extent set forth below, the Restricted Subsidiaries, may Incur each and all of
the following:

                           (i) Debt of the Company Incurred under Permitted
         Working Capital Facilities in an aggregate principal amount (together
         with the maximum amount of letter of credit reimbursement obligations
         thereunder) at any one time outstanding not to exceed (A) the greater
         of (1) $200 million and (2) 5% of Consolidated Total Assets of the
         Company, plus (B) Debt of the Company, the proceeds of which are used
         to refinance Debt Incurred pursuant to clause (iii) of this covenant,
         less (C) the aggregate amount of all Net Proceeds of Asset Sales
         applied by the Company to repay any such Debt pursuant to Section 4.07;

                           (ii) Debt of any Restricted Subsidiary Incurred under
         Permitted Working Capital Facilities in an aggregate principal amount
         (together with the maximum amount of letter of credit reimbursement
         obligations thereunder) at any one time outstanding for all



                                       64
<PAGE>   72

         Restricted Subsidiaries under this clause (ii) not to exceed (A) the
         greater of (1) $100 million and (2) 50% of the amount determined
         pursuant to sub-clause (A) of the preceding clause (i), less (B) the
         aggregate amount of all Net Proceeds of Asset Sales applied by such
         Restricted Subsidiary to repay any such Debt pursuant to Section 4.07;

                           (iii) Debt of any Restricted Subsidiary Incurred
         under the Azurix Europe Credit Facility in an aggregate principal
         amount at any one time outstanding not to exceed (A) the U.S. Dollar
         Equivalent of (pound)425.0 million less (B) Debt of the Company or any
         Restricted Subsidiary, the proceeds of which are used to refinance Debt
         Incurred under the Azurix Europe Credit Facility, less (C) the
         aggregate amount of all Net Proceeds of Asset Sales applied by such
         Restricted Subsidiary to repay any such Debt pursuant to Section 4.07;

                           (iv) Debt issued in exchange for, or the proceeds of
         which are used to refinance, outstanding Notes in the amount originally
         issued under this Indenture, or other Debt of the Company or any
         Restricted Subsidiary Incurred other than pursuant to clauses (i),
         (ii), (iii), (v), (vii) and (xi) hereof, in each case in an amount--or,
         if such new Debt provides for an amount less than the principal amount
         thereof to be due and payable upon a declaration of acceleration
         thereof, with an original issue price--not to exceed the amount so
         exchanged or refinanced (plus accrued interest, prepayment premiums,
         and fees and expenses related to such exchange or refinancing), the
         amount so exchanged or refinanced being equal to the lesser of:

                                    (A) the principal amount or involuntary
                  liquidation preference of the Debt so exchanged or refinanced;
                  and

                                    (B) if the Debt being exchanged or
                  refinanced was issued with an original issue discount, the
                  accreted value thereof, as determined in accordance with GAAP,
                  at the time of such refinancing;

         provided that (x) if the Debt being exchanged or refinanced was issued
         by the Company and is Subordinated Debt, such new Debt of the Company
         shall be subordinated to the Notes at least to the same extent as the
         Debt being refinanced, (y) if the Debt being exchanged or refinanced
         was issued by a Restricted Subsidiary, the new Debt shall be
         Non-Recourse to the Company to no lesser extent than the Debt to be
         exchanged or refinanced and shall be Non-Recourse to any other
         Restricted Subsidiary to no lesser extent than the Debt to be exchanged
         or refinanced, and (z) the Average Life of the new Debt shall be equal
         to or greater than the Average Life of the Debt to be exchanged or
         refinanced;

                           (v) Debt of the Company owing to and held by any of
         its Restricted Subsidiaries, or Debt of a Restricted Subsidiary owing
         to and held by the Company or any other Restricted Subsidiary, provided
         that in each case:



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<PAGE>   73

                                    (A) any transfer of the Debt Incurred under
                  this clause (v) by a Restricted Subsidiary other than to the
                  Company or another Restricted Subsidiary; and

                                    (B) the occurrence of any transaction that
                  results in a Restricted Subsidiary holding Debt Incurred under
                  this clause (v) ceasing to be a Restricted Subsidiary,

         shall be deemed to be an Incurrence of such Debt not in compliance with
         this clause (v);

                           (vi) Debt Incurred by any Restricted Subsidiary which
         is Non-Recourse to the Company and is Non-Recourse to any other
         Restricted Subsidiary, provided that any event that causes such Debt to
         cease to be Non-Recourse to the Company or any other Restricted
         Subsidiary shall be deemed to be an Incurrence of such Debt not in
         compliance with this clause (vi);

                           (vii) Debt of the Company or any Restricted
         Subsidiary in an aggregate principal amount not to exceed $100 million
         at any one time outstanding;

                           (viii) Debt of the Company or any Restricted
         Subsidiary in respect of Currency Protection Agreements or Interest
         Rate Protection Agreements;

                           (ix) Debt of the Company or any Restricted Subsidiary
         arising from agreements providing for indemnification, adjustment of
         purchase price or similar obligations, or from guarantees or letters of
         credit, surety bonds or performance bonds securing any obligations of
         the Company or any Restricted Subsidiaries pursuant to such agreements,
         in each case Incurred in connection with the disposition of any
         business, assets or Restricted Subsidiary;

                           (x) Debt of the Company or any Restricted Subsidiary
         outstanding as of the Issue Date of the Notes;

                           (xi) Debt of the Company or any Restricted Subsidiary
         to the extent its principal is secured by a Lien on cash or cash
         equivalents in an equivalent amount, provided that any event that
         causes such cash or cash equivalents to be released from such Lien
         (other than to repay such Debt) shall be deemed to be an Incurrence of
         such Debt not in compliance with this clause (xi) to the extent of the
         principal amount of the Debt previously so secured;

                           (xii) Debt of a Restricted Subsidiary that does not
         own any Capital Stock of any other Restricted Subsidiary or any other
         material assets and that engages only in the business of Incurring Debt
         and lending the proceeds thereof to other Restricted Subsidiaries or
         other Persons in which the Company beneficially owns Capital Stock, and
         any Guarantee by any other Restricted Subsidiary of any such Debt (but
         only to the extent such other Restricted Subsidiary has obtained the
         proceeds of that Debt), provided that any such



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<PAGE>   74

         Restricted Subsidiary that receives such proceeds could Incur such Debt
         pursuant to the provisions of this Section 4.09 other than pursuant to
         clause (v); and

                           (xiii) Debt of the Company pursuant to the Notes
         issued on the Issue Date, together with any Exchange Notes issued
         pursuant to a Registration Rights Agreement in exchange for Notes of
         such series issued on the Issue Date or Subsequent Notes of such series
         issued after the Issue Date in compliance with this Indenture.

         For purposes of determining compliance with this Section 4.09, in the
event that an item of Debt meets the criteria of more than one of the types of
Debt described in the above clauses, the Company, in its sole discretion, shall
classify such item of Debt and only be required to include the amount and type
of such Debt in one of such clauses.

SECTION 4.10 Limitations on Liens.

         The Company may not Incur any Debt which is secured, directly or
indirectly, with, nor shall the Company grant or cause or suffer to exist, a
Lien on the Property of the Company now owned or hereafter acquired to secure
any Debt of the Company unless contemporaneous therewith or prior thereto the
Notes are equally and ratably secured.

         Notwithstanding the foregoing, the Company may grant or cause or suffer
to exist, each and all of the following Liens on its Property, whether now owned
or hereafter acquired:

                  (a) Liens securing Debt, which Liens were existing on the
Property of any entity at the time such Property is acquired by the Company,
whether by merger, consolidation, purchase of assets or otherwise; provided that
such Liens:

                           (x) are not created, incurred or assumed in
                  contemplation of such Property being acquired by the Company,
                  and

                           (y) do not extend to any other Property of the
                  Company;

                  (b) Liens securing any other Debt to be equally and ratably
secured as a result of the Incurrence of such Debt;

                  (c) Liens on the Capital Stock held by the Company in any
Subsidiary or in any Joint Venture in which the Company is or becomes a partner,
shareholder, member or other participant, which Liens are (x) granted in respect
of the Capital Stock of a Restricted Subsidiary to secure Debt Incurred in
compliance with Section 4.09, (y) granted in respect of the Capital Stock of an
Unrestricted Subsidiary, or (y) granted in good faith in connection with the
financing of the acquisition of such Capital Stock, provided that in the case of
this clause (y) the management of the Company determines in good faith, as
evidenced by an Officers' Certificate, that such Liens are required in order to
effect such financing and are not materially more restrictive, taken as a whole,



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than Liens, taken as a whole, customarily accepted -- or in the absence of any
industry custom, reasonably acceptable -- in substantially Non-Recourse project
financing;

                  (d) Liens existing on the Issue Date of the Notes;

                  (e) purchase money Liens incurred to secure Debt Incurred by
the Company as permitted by Section 4.09, which Debt finances the purchase price
of Property acquired in the ordinary course of business or the cost of any
improvements or construction with respect to such Property, and which Liens
shall not cover any Property other than that being purchased, improved or
constructed;

                  (f) Liens on any Property of the Company securing obligations
pursuant to Permitted Working Capital Facilities of the Company Incurred in
compliance with Section 4.09;

                  (g) Liens incurred in connection with Capitalized Lease
Obligations, Currency Protection Agreements or Interest Rate Protection
Agreements Incurred by the Company as permitted by Section 4.09; and

                  (h) Liens in respect of extensions, renewals, refunding or
refinancing of any Debt secured by any of the Liens referred to in clauses (a)
through (g) above, provided that the Liens in connection with such renewal,
extension, refunding or refinancing shall be limited to all or part of the
specific Property which was subject to the original Lien.

SECTION 4.11 Dividend and Other Payment Restrictions Affecting Subsidiaries.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, create or otherwise cause or suffer to exist or become effective any
consensual encumbrance or restriction of any kind on the ability of any
Restricted Subsidiary to:

                  (a) pay dividends or make any other distributions permitted by
applicable law on any Capital Stock of such Restricted Subsidiary owned by the
Company directly or indirectly,

                  (b) make payments in respect of any Debt owed to the Company
or any other Restricted Subsidiary,

                  (c) make loans or advances to the Company or any other
Restricted Subsidiary, or

                  (d) transfer any of its Property to the Company or any other
Restricted Subsidiary, other than, in case of clauses (a) through (d), those
encumbrances and restrictions created or existing:

                           (i) on the Issue Date of the Notes,

                           (ii) pursuant to this Indenture,



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<PAGE>   76

                           (iii) in connection with the creation of any
         Permitted Working Capital Facility or the Incurrence of any Debt
         permitted under Section 4.09(b)(iii), (iv), (v) and (vi),

                           (iv) in connection with the execution and delivery of
         contracts to which such Restricted Subsidiary is a party in connection
         with, or as a condition to, the negotiation, procurement or award of a
         concession from a governmental body,

                           (v) pursuant to applicable law, rules or regulations
         or orders or ruling of governmental authorities,

                           (vi) customary provisions in Joint Venture
         agreements,

                           (vii) pursuant to customary non-assignment provisions
         in leases or other contracts entered into in the ordinary course of
         business of the Company or any Subsidiary,

                           (viii) pursuant to an agreement entered into for the
         sale or disposition of all or substantially all of the Capital Stock or
         assets of any Subsidiary or Joint Venture that apply pending the
         closing of such sale or disposition,

                           (ix) in the form of Liens which are not prohibited by
         the Section 4.10 and that contain customary limitations on the transfer
         of collateral,

                           (x) any agreement or other instrument of a Person
         acquired by the Company or any Restricted Subsidiary in existence at
         the time of such acquisition which was not created in contemplation of
         the acquisition, which encumbrance or restriction is not applicable to
         any other Person, or the Properties of any other Person, other than the
         Person, or the Property of the Person, so acquired, and

                           (xi) any agreement that extends, renews, refinances
         or replaces an agreement containing encumbrances or restrictions in
         compliance with the foregoing limitations, if the terms and conditions
         of those encumbrances or restrictions are not, taken as a whole,
         materially less favorable to the Holders of the Notes than those under
         or pursuant to the agreement so extended, renewed, refinanced or
         replaced.

SECTION 4.12 Transactions with Affiliates.

                  (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make any contract, agreement,
understanding, loan, advance or Guarantee with, or for the benefit of, any
Affiliate (each, an "Affiliate Transaction"), unless:

                           (i) the Affiliate Transaction is on terms that are no
         less favorable to the Company or its Restricted Subsidiary than those
         that would have been obtained in a



                                       69
<PAGE>   77

         comparable transaction by the Company or its Restricted Subsidiary with
         an unrelated Person and

                           (ii) the Company delivers to the Trustee with respect
         to any Affiliate Transaction or any series of related Affiliate
         Transactions involving aggregate consideration in excess of $25
         million:

                                    (A) a resolution of the Board of Directors
                  set forth in an Officers' Certificate certifying that the
                  Affiliate Transaction complies with this Section 4.12 and that
                  the Affiliate Transaction has been approved by a majority of
                  the disinterested members of the Board of Directors or, in the
                  absence of any disinterested members of the Board of
                  Directors, by all members of the Board of Directors; or

                                    (B) an opinion as to the fairness to the
                  Company or the relevant Restricted Subsidiary, as the case may
                  be, of the Affiliate Transaction from a financial point of
                  view issued by a nationally recognized expert in evaluating
                  the fairness of such transactions.

                  (b) The following items shall not be deemed to be Affiliate
Transactions and, therefore, shall not be subject to the provisions of Section
4.12(a):

                           (i) any employment or indemnification agreement, or
         employee or director loan, compensation or benefit arrangements entered
         into by the Company or any of its Restricted Subsidiaries in the
         ordinary course of business;

                           (ii) transactions between or among the Company or its
         Restricted Subsidiaries on the one hand, and Enron and its Affiliates
         on the other hand under agreements described in the Offering
         Memorandum, and any extension, renewal or modification thereof,
         provided that the extension, renewal or modification is not materially
         less favorable to Holders of Notes than under the agreement so
         described;

                           (iii) transactions permitted by Section 4.08;

                           (iv) payments of reasonable directors' fees to
         Persons who are not otherwise Affiliates of the Company or its
         Restricted Subsidiaries; and

                           (v) any transaction between the Company and a
         Restricted Subsidiary or Joint Venture or between a Restricted
         Subsidiary and another Restricted Subsidiary or Joint Venture.



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<PAGE>   78

SECTION 4.13 Limitations on Issuances of Guarantees by Restricted Subsidiaries.

         The Company shall not cause or permit any of its Restricted
Subsidiaries, directly or indirectly, to Guarantee the payment of any Debt of
the Company unless such Restricted Subsidiary shall become a Subsidiary
Guarantor by simultaneously executing and delivering a supplemental indenture to
this Indenture, in substantially the form of Exhibit H hereto, pursuant to
Section 10.08, providing for the Guarantee of the payment of the Notes by such
Restricted Subsidiary. If the other Debt of the Company so Guaranteed is pari
passu with the Notes, then the Guarantee of that Debt shall be pari passu with
or subordinated to the Subsidiary Guarantee. If the other Debt of the Company so
Guaranteed is subordinated to the Notes, then the Guarantee of that Debt shall
be subordinated to the Subsidiary Guarantee at least to the same extent that the
other Debt of the Company so Guaranteed is subordinated to the Notes.

         Before any Restricted Subsidiary provides any Subsidiary Guarantee of
the Notes under this covenant, the Company shall perform, or cause its
Subsidiaries to perform, all procedures under the English Companies Act
necessary to ensure that such Subsidiary Guarantee complies with the applicable
restrictions on providing financial assistance under the English Companies Act.

SECTION 4.14 Limitations on Sale/Leaseback Transactions.

         For so long as any of the Notes remain outstanding, the Company shall
not, nor shall it permit any Restricted Subsidiary to, enter into any
Sale/Leaseback Transaction unless:

                  (a) such transaction involves a lease for a term, including
renewals, of not more than three years; or

                  (b) such transaction is between the Company or a Restricted
Subsidiary, on the one hand, and another Restricted Subsidiary on the other
hand; or

                  (c)      (i) the Company would be entitled to Incur Debt
         secured by a Lien on the Property involved in such transaction at least
         equal in amount to the Attributable Debt with respect to such
         Sale/Leaseback Transaction, without equally and ratably securing the
         Notes, pursuant to Section 4.10;

                           (ii) the Company or a Restricted Subsidiary receives
         consideration at the time of such Sale/Leaseback Transaction at least
         equal to the fair market value of the Property sold or otherwise
         disposed of, as determined in good faith by the Board of Directors,
         whose determination shall be conclusive and evidenced by a Board
         Resolution; and

                           (iii) the Company or a Restricted Subsidiary within
         365 days following the date of such Sale/Leaseback Transaction,
         regardless of whether such sale or transfer may have been made by the
         Company or such Restricted Subsidiary, as the case may be, applies, in
         the case of a sale or transfer for cash, an amount equal to the Net
         Cash Proceeds thereof



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<PAGE>   79

         and, in the case of a sale or transfer otherwise than for cash, an
         amount equal to the fair value of the Property so leased at the time of
         entering into such arrangement, as determined in good faith by the
         Board of Directors, whose determination shall be conclusive and
         evidenced by a Board Resolution, to a use permitted by Section 4.07.

         To the extent that any or all of the Net Cash Proceeds of any Foreign
Sale/Leaseback Transaction is prohibited or delayed by applicable local law from
being repatriated to the United States, the portion of such Net Cash Proceeds so
affected shall not be required to be applied at the time provided above, but may
be retained by the applicable Restricted Subsidiary so long, but only so long,
as the applicable local law shall not permit repatriation to the United States.
The Company shall agree to promptly take or cause the applicable Subsidiary to
promptly take all commercially reasonable actions required by the applicable
local law to permit such repatriation. Once such repatriation of any of such
affected Net Cash Proceeds is permitted under the applicable local law, such
repatriation shall be promptly effected and such repatriated Net Cash Proceeds
shall be applied in the manner set forth in this provision as if such Foreign
Sale/Leaseback Transaction had occurred on the date of such repatriation.

         To the extent that the Board of Directors determines, in good faith,
that repatriation of any or all of the Net Cash Proceeds of any Foreign
Sale/Leaseback Transaction would have a material adverse tax consequence to the
Company, the Net Cash Proceeds so affected need not be repatriated to the United
States by the applicable Restricted Subsidiary for so long as such material
adverse tax consequence would continue.

SECTION 4.15 Reports.

                  (a) Whether or not required by the SEC, so long as any Notes
are outstanding, the Company shall file with the SEC (unless the SEC shall not
accept such a filing) within the time periods specified in the SEC's rules and
regulations and the Company shall furnish the Trustee within such time periods,
for delivery to Holders upon request:

                           (i) all quarterly and annual financial information
         that would be required to be contained in a filing with the SEC on
         Forms 10-Q and 10-K if the Company were required to file such Forms,
         including a "Management's Discussion and Analysis of Financial
         Condition and Results of Operations" and, with respect to the annual
         information only, a report on the annual financial statements by the
         Company's certified independent accountants; and

                           (ii) all current reports that would be required to be
         filed with the SEC on Form 8-K if the Company were required to file
         such reports.

                  (b) If at the end of any such quarterly or annual period
referred to in Section 4.15(a), the Company has designated any of its
Subsidiaries as Unrestricted Subsidiaries, then the Company shall deliver
(promptly after such SEC filing referred to in Section 4.15(a)) to the Trustee
for delivery to the Holders of the Notes quarterly and annual financial
information required



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by Section 4.15(a) as revised to include a reasonably detailed presentation,
either on the face of the financial statements or in the footnotes thereto, and
in Management's Discussion and Analysis of Financial Condition and Results of
Operations, of the financial condition and results of operations of the Company
and its Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries of the Company.

                  (c) In addition, whether or not required by the SEC, the
Company shall make such information available to securities analysts, investors
and prospective investors upon request. In addition, upon request, the Company
shall furnish the Trustee such other non-confidential information, documents and
other reports which the Company is required to file with the SEC pursuant to
Section 13 or Section 15(d) of the Exchange Act.

                  (d) For so long as any Restricted Notes remain outstanding
(unless the Company is subject to the reporting requirements of the Exchange
Act), the Company shall furnish to the Holders thereof, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act to the extent such information is not provided pursuant to
Sections 4.15(a) and 4.15(b).

                  (e) Delivery of reports, information and documents to the
Trustee pursuant to this Section 4.15 is for informational purposes only and the
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

SECTION 4.16 Limitation on Investment Company Status.

         The Company shall not, directly or indirectly, take any action or
engage in any transaction that would result in the Company's being required to
register as an "investment company" within the meaning of the Investment Company
Act of 1940, as amended.

SECTION 4.17 Corporate Existence.

         Subject to Article V, the Company shall do or cause to be done, at its
own cost and expense, all things necessary to, and will cause each of its
Restricted Subsidiaries to, preserve and keep in full force and effect the
corporate, partnership or other entity existence and rights (charter and
statutory), licenses and/or franchises of the Company and each of its Restricted
Subsidiaries; provided that neither the Company nor any of its Restricted
Subsidiaries shall be required to preserve any such rights, licenses or
franchises if such rights, licenses or franchises will be replaced or if the
Company shall reasonably determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company or such Restricted
Subsidiary, as the case may be, and the loss thereof is not adverse in any
material respect to the Holders; provided, further, that any Restricted
Subsidiary may be merged into, or consolidated or combined with, another Person,
or wound up on and liquidated, subject to any other applicable provisions of
this Indenture.



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SECTION 4.18 Maintenance of Properties; Insurance; Books and Records.

                  (a) The Company shall, and shall cause each of its Restricted
Subsidiaries to, at all time cause all properties used or useful in the conduct
of its business to be maintained and kept in good condition, repair and working
order (reasonable wear and tear excepted) and supplied with all necessary
equipment, and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereto.

                  (b) The Company shall, and shall cause each of its Restricted
Subsidiaries to, maintain insurance (which may include self-insurance) with
respect to its material facilities in such amounts and covering such risks as
are usually and customarily carried with respect to similar facilities according
to their respective locations.

                  (c) The Company shall, and shall cause each of its
Subsidiaries to, keep proper books of record and account, in which full and
correct entries shall be made of all financial transactions and the assets and
business of the Company and each Subsidiary of the Company, in accordance with
GAAP consistently applied to the Company and its Subsidiaries taken as a whole.

                                    ARTICLE V

                                   SUCCESSORS

SECTION 5.01 Merger, Consolidation, or Sale of Assets.

                  (a) The Company shall not: (i) consolidate or merge with or
into another Person (whether or not the Company is the survivor); or (ii) sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its assets, in one transaction or a series of related transactions, or permit
any of its Restricted Subsidiaries to enter into one transaction or a series of
related transactions that, in the aggregate, would result in a sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the assets of Azurix and its Restricted Subsidiaries on a consolidated basis, to
any Person unless:

                           (i) either: (A) the Company shall be the continuing
         Person; or (B) the Person formed by or surviving any such consolidation
         or merger (if other than the Company) or to which such sale,
         assignment, transfer, lease, conveyance or other disposition of assets
         of the Company or its Restricted Subsidiaries shall have been made is a
         Person organized and existing under the laws of the United States, any
         State thereof or the District of Columbia, provided that such Person
         shall be a corporation formed under such laws unless, at or prior to
         the time of such consolidation, merger, or sale, assignment, transfer,
         lease, conveyance or other disposition, such a corporation shall, by
         execution and delivery to the Trustee of a supplemental indenture in
         compliance with this Indenture become a co-obligor in respect of the
         Notes and the Indenture; and



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<PAGE>   82

                           (ii) the Person formed by or surviving any such
         consolidation or merger (if other than the Company) or the Person to
         which such sale, assignment, transfer, lease, conveyance or other
         disposition shall have been made, expressly assumes in writing by
         execution and delivery to the Trustee of a supplemental indenture in
         compliance with this Indenture all the obligations of the Company under
         the Notes and this Indenture;

                           (iii) immediately after giving effect to such
         transaction, no Event of Default or Default shall have occurred and be
         continuing;

                           (iv) immediately after giving effect to such
         transaction on a pro forma basis, the Company or the continuing Person
         or transferee would be able to Incur at least $1 of Debt under Section
         4.09(a); and

                           (v) the Company has delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation or merger or sale, assignment, transfer, lease,
         conveyance or other disposition and such supplemental indenture comply
         with this Indenture and all conditions precedent therein relating to
         such transaction have been satisfied.

         If a transaction does not have as one of its purposes the evasion of
the limitations imposed in this Section 5.01, then clause (iv) of this Section
5.01 shall not prohibit a transaction, the principal purpose of which is, as
determined in good faith by the Board of Directors and evidenced by a Board
Resolution, to change the state of incorporation of the Company.

SECTION 5.02 Successor Entity Substituted.

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



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                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default.

         Each of the following is an Event of Default with respect to Notes of
any series:

                  (a) default in payment when due of the principal, the Change
of Control or Asset Sale Offer purchase price or premium, if any, on the Notes
of such series;

                  (b) default for 30 days in the payment when due of interest
on, or Liquidated Damages with respect to, the Notes of such series;

                  (c) default on any other Debt of the Company or any
Significant Subsidiary if either:

                           (i) such default results from failure to pay
         principal of such Debt in excess of $25 million at Stated Maturity of
         such Debt, or

                           (ii) as a result of such default, the maturity of
         such Debt has been accelerated, so that the same shall be or becomes
         due and payable prior to the date on which the same would otherwise
         have become due and payable and such acceleration shall not be
         rescinded or annulled within 30 days, and the principal amount of such
         Debt, together with the principal amount of any other Debt of the
         Company or any Significant Subsidiary in default, or the maturity of
         which has been accelerated, aggregates $25 million or more;

provided that the Trustee shall not be charged with knowledge of any such
default unless written notice thereof shall have been given to the Trustee by
the Company, by the holder or an agent of the holder of any such defaulted Debt,
by the trustee then acting under any indenture or other instrument under which
such default shall have occurred, or by the Holders of at least 25% in aggregate
principal amount of the Notes of such series at the time outstanding; and
provided further that if such default shall be remedied or cured by the Company
or the Significant Subsidiary or waived by the holder of such indebtedness, then
the Event of Default under this Indenture shall be deemed likewise to have been
remedied, cured or waived without further action on the part of the Trustee, any
Holder of Notes or any other Person;

                  (d) default in the performance, or breach, of any other of the
covenants or agreements applicable to Notes of such series contained in this
Indenture and the Notes of such series and such failure continues for 30 days
after written notice is given to the Company by the Trustee or the Holders of at
least 25% in aggregate principal amount of the outstanding Notes of such series,
as provided in this Indenture, provided that notice need not be given, and an
Event of Default shall occur, 30 days after breach of the covenants in Sections
4.06, 4.07, 4.08 and 5.01;



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<PAGE>   84

                  (e) the entry by a court of one or more judgments or orders
against the Company or any Significant Subsidiary for the payment of money which
in the aggregate exceeds $25 million, excluding the amount thereof covered by
insurance or by a bond written by third parties, and which judgments or orders
have not been vacated, discharged or satisfied or stayed pending appeal within
30 days from the entry thereof;

                  (f) except as permitted by this Indenture, any Subsidiary
Guarantee shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or any
Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary
Guarantor, shall deny or disaffirm its obligations under its Subsidiary
Guarantee; and

                  (g) a court of competent jurisdiction enters a Bankruptcy
Order under any Bankruptcy Law that:

                           (i) is for relief against the Company or any
         Restricted Subsidiary that is a Significant Subsidiary in an
         involuntary case or proceeding,

                           (ii) appoints a Custodian of the Company or any
         Restricted Subsidiary that is a Significant Subsidiary in an
         involuntary case or proceeding for all or substantially all of its
         Property, or

                           (iii) orders the liquidation of the Company or any
         Restricted Subsidiary that is a Significant Subsidiary in an
         involuntary case or proceeding,

                           (iv) and in each case such order or decree remains
         unstayed and in effect for 60 days;

                  (h) The holder of any Debt with a principal amount of $25
million or more appoints a receiver or similar official with respect to all or
substantially all of the assets of the Company or any Restricted Subsidiary that
is a Significant Subsidiary in an involuntary case or proceeding under any
Bankruptcy Law and such receiver is not removed for 15 days; and

                  (i) the Company or any Restricted Subsidiary that is a
Significant Subsidiary:

                           (i) commences a voluntary case or proceeding under
         any Bankruptcy Law,

                           (ii) consents to the entry of a Bankruptcy Order for
         relief against it in an involuntary case or proceeding under any
         Bankruptcy Law,

                           (iii) consents to the appointment of a Custodian of
         it or for all or substantially all of its Property,



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<PAGE>   85

                           (iv) makes a general assignment for the benefit of
         its creditors or files a proposal or scheme of arrangement involving
         the rescheduling or composition of its Debt,

                           (v) consents to the filing against it of a petition
         in bankruptcy, or

                           (vi) shall generally not pay its debts when such
         debts become due or shall admit in writing its inability to pay its
         debts generally.

         For purposes of this Article VI, the term "Custodian" is defined to
mean any custodian, receiver, interim receiver, receiver and manager, trustee,
assignee, liquidator, sequestrator or similar official charged with maintaining
possession or control over property for one or more creditors, whether under any
Bankruptcy Law or otherwise. The term "Bankruptcy Order" is defined to mean any
court order made in a proceeding pursuant to or within the meaning of any
Bankruptcy Law, containing an adjudication of bankruptcy or insolvency, or
providing for liquidation, winding up, dissolution or reorganization, or
appointing a Custodian of a debtor or of all or any substantial part of a
debtor's property, or providing for the staying, arrangement, adjustment or
composition of indebtedness or other relief of a debtor.

SECTION 6.02 Acceleration.

         If any Event of Default (other than an Event of Default specified in
clauses (g), (h) or (i) of Section 6.01 hereof) occurs and is continuing with
respect to any series of Notes, either the Trustee or the Holders of at least
25% in aggregate principal amount of the then outstanding Notes of such series
may declare the aggregate principal of all Notes of such series to be due and
payable immediately. Upon any such declaration, the Notes shall become due and
payable immediately. Notwithstanding the foregoing, if an Event of Default
specified in clause (g), (h) or (i) of Section 6.01 hereof occurs, all
outstanding Notes of each series shall be due and payable immediately without
further action or notice. The Holders of a majority in aggregate principal
amount of the then outstanding Notes of such series by written notice to the
Trustee may on behalf of all of the Holders rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of principal, Change of
Control or Asset Sale Offer purchase price, interest, Liquidated Damages, if
any, or premium, if any, with respect to Notes outstanding that has become due
solely because of the acceleration) have been cured or waived.

SECTION 6.03 Other Remedies.

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

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right



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or remedy or constitute a waiver of or acquiescence in the Event of Default.
All remedies are cumulative to the extent permitted by law.

SECTION 6.04 Waiver of Past Defaults.

         Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes of any series by notice to the Trustee may on behalf
of the Holders of all of the Notes of any such series waive an existing Default
or Event of Default and its consequences hereunder with respect to such series,
except a continuing Default or Event of Default in the payment of the principal
of, premium and/or interest, if any, or Liquidated Damages, if any, on, the
Notes of such series (including in connection with an offer to purchase)
(provided, however, that the Holders of a majority in aggregate principal amount
of the then outstanding Notes of such series may rescind an acceleration and its
consequences, including any related payment default that resulted from such
acceleration, in accordance with Section 6.02). 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 6.05 Control by Majority.

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

SECTION 6.06 Limitation on Suits.

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

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

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

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

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



                                       79
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                  (e) during such 60-day period the Holders of a majority in
principal amount of the then outstanding Notes of such series do not give the
Trustee a direction inconsistent with the request.

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

SECTION 6.07 Rights of Holders of Notes to Receive Payment.

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

SECTION 6.08 Collection Suit by Trustee.

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

SECTION 6.09 Trustee May File Proofs of Claim.

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



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contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 6.10 Priorities.

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

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

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

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

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

SECTION 6.11 Undertaking for Costs.

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

                                   ARTICLE VII

                                     TRUSTEE

SECTION 7.01 Duties of Trustee.

                  (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care



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<PAGE>   89

and skill in its exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

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

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

                           (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. However, 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 or not they conform to the requirements
         of this Indenture (but need not confirm or investigate the accuracy of
         mathematical calculations or other facts stated therein).

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

                           (i) this paragraph does not limit the effect of
         paragraph (b) 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 is
         proved that the Trustee was negligent in ascertaining the pertinent
         facts; and

                           (iii) the Trustee shall not be liable with respect to
         any action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to any provision of this Indenture
         relating to the time, method and place of conducting any proceeding or
         remedy available to the Trustee, or exercising any trust or power
         conferred upon the Trustee under this Indenture.

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

                  (e) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability.



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

SECTION 7.02 Rights of Trustee.

                  (a) Subject to the provisions of Section 7.01(a) hereof, the
Trustee may conclusively rely upon any document believed by it to be genuine and
to have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in the document.

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

                  (c) The Trustee may execute any of its trusts or powers or
perform any duties under this Indenture either directly by or through agents or
attorneys, and may in all cases pay, subject to reimbursement as provided
herein, such reasonable compensation as it deems proper to all such agents and
attorneys employed or retained by it, and the Trustee shall not be responsible
for any misconduct or negligence of any agent or attorney appointed with due
care.

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

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

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

                  (g) 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 a Responsible Officer at the Corporate Trust
Office of the Trustee, and such notice references the Notes and this Indenture.



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                  (h) The Trustee is not required to make any inquiry or
investigation into facts or matters stated in any 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 determines to make such further
inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Company.

                  (i) The Trustee is not required to give any bond or surety
with respect to the performance of its duties or the exercise of its powers
under this Indenture.

                  (j) The Trustee's immunities and protections from liability
and its right to indemnification in connection with the performance of its
duties under this Indenture shall extend to the Trustee's officers, directors,
agents, attorneys and employees. Such immunities and protections and right to
indemnification, together with the Trustee's right to compensation, shall
survive the Trustee's resignation of removal, the discharge of this Indenture
and final payments of the Notes.

                  (k) The permissive right of the Trustee to take actions
permitted by this Indenture shall not be construed as an obligation or duty to
do so.

SECTION 7.03 Individual Rights of Trustee.

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

SECTION 7.04 Trustee's Disclaimer.

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

SECTION 7.05 Notice of Defaults.

         If a Default or Event of Default occurs, the Trustee shall give to
Holders of Notes a notice in accordance with Section 12.02 of the Default or
Event of Default within 90 days after it occurs. Except in the case of a Default
or Event of Default in payment of principal of, premium, if



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any, or interest or Liquidated Damages, if any, on any Note, the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of the
Holders of the Notes.

SECTION 7.06 Reports by Trustee to Holders of the Notes.

         Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA Section 313(a) (but if no event described
in TIA Section 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted). The Trustee also shall comply
with TIA Section 313(b)(2). The Trustee shall also transmit by mail all reports
as required by TIA Section 313(c).

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

SECTION 7.07 Compensation and Indemnity.

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

         The Company and the Subsidiary Guarantors, if any, shall indemnify each
of the Trustee or any successor Trustee against any and all losses, damages,
claims, liabilities or expenses (including reasonable attorneys' fees and
expenses) incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against either of the Company or any
Subsidiary Guarantor, if any (including this Section 7.07), and defending itself
against any claim (whether asserted by the Company, any Subsidiary Guarantor, or
any Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or bad
faith. The Trustee shall notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company and the Subsidiary Guarantors of their obligations
hereunder. The Company and the Subsidiary Guarantors shall defend the claim and
the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Company and the Subsidiary Guarantors shall pay the reasonable
fees and expenses of such separate counsel. The



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Company and the Subsidiary Guarantors need not pay for any settlement made
without their consent, which consent shall not be unreasonably withheld.

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

         To secure the Company's and the Subsidiary Guarantors' payment
obligations in this Section, the Trustee shall have a Lien (which it may
exercise through right of set-off) prior to the Notes on all money or property
held or collected by the Trustee, except that held in trust to pay principal,
premium, if any, and interest or Liquidated Damages, if any, on particular
Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(g), (h) or (i) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

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

SECTION 7.08 Replacement of Trustee.

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

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

                  (a) the Trustee fails to comply with Section 7.10 hereof;

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

                  (c) a custodian or public officer takes charge of the Trustee
or its property; or

                  (d) the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in aggregate principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.



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

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

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

SECTION 7.09 Successor Trustee by Merger, etc.

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

SECTION 7.10 Eligibility; Disqualification.

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

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b), provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(l) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements of such exclusion set forth in
TIA Section 310(b)(l) are met. For purposes of the preceding sentence, the
optional provision permitted by the second sentence of Section 310(b)(9) of the
Trust Indenture Act shall be applicable.



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SECTION 7.11 Preferential Collection of Claims Against Company.

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

                                  ARTICLE VIII

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

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

SECTION 8.02 Legal Defeasance and Discharge.

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



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SECTION 8.03        Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Subsidiary Guarantors, if
any, shall, subject to the satisfaction of the conditions set forth in Section
8.04, be released from their obligations under the covenants contained in
Sections 3.09, 4.03(b), 4.04, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13,
4.14, 4.15,4.16, 4.17, 4.18 and 5.01(a)(iv) (hereinafter, "Covenant
Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes of all series, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(c) through 6.01(f) hereof shall not
constitute Events of Default.

SECTION 8.04 Conditions to Legal or Covenant Defeasance.

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

         In order to exercise either Legal Defeasance or Covenant Defeasance:

                  (a) the Company shall irrevocably deposit or cause to be
deposited with the Trustee, in trust, for the benefit of the Holders, (i) in the
case of the Dollar Notes, cash in U.S. Dollars or non-callable U.S. Government
Obligations, and (ii) in the case of the Sterling Notes, cash in Pounds Sterling
or non-callable U.K. Government Obligations, or, in each case, a combination
thereof, in such amounts as shall be sufficient, in the opinion of a nationally
recognized firm of independent public accountants, to pay the principal of,
premium, if any, accrued and unpaid interest and Liquidated Damages, if any, on
the outstanding Notes of such series on the Stated Maturity thereof or on the
applicable redemption date, as the case may be, and the Company must specify
whether the Notes are being defeased to maturity or to a particular redemption
date;

                  (b) In the case of an election under Section 8.02 hereof, the
Company shall have delivered to the Trustee:

                           (i) either (1) an Opinion of Counsel in the United
         States reasonably acceptable to the Trustee confirming that (A) the
         Company has received from, or there has



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<PAGE>   97

         been published by, the Internal Revenue Service a ruling or (B) since
         the date of this Indenture, there has been a change in the applicable
         federal income tax law or related treasury regulations, in either case
         to the effect that, and based thereon such Opinion of Counsel shall
         confirm that, the Holders of the outstanding Notes shall not recognize
         income, gain or loss for federal income tax purposes as a result of
         such Legal Defeasance and shall 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 or (2) a ruling
         directed to the Trustee from the Internal Revenue Service to the same
         effect as the Opinion of Counsel described in the previous clause (1);

                           (ii) with respect to the Sterling Notes, an Opinion
         of Counsel in the United Kingdom or a ruling of the Inland Revenue of
         the United Kingdom to the effect that the Holders of Notes shall not
         recognize income, gain or loss for United Kingdom income tax or other
         tax purposes as a result of such termination and shall be subject to
         United Kingdom income tax and other tax on the same amounts, in the
         same manner and at the same times as would have been the case had such
         Legal Defeasance not occurred (and for purposes of such Opinion, such
         United Kingdom counsel shall assume that Holders of Notes include
         Holders who are not resident in the United Kingdom); and

                           (iii) an Opinion of Counsel to the effect that the
         creation of the defeasance trust does not violate the Investment
         Company Act of 1940 and after the 123rd day following the deposit, the
         trust fund shall not be subject to the effect of any applicable
         bankruptcy, insolvency, reorganization or similar laws affecting
         creditors' rights generally; and

                  (c) In the case of an election under Section 8.03 hereof, the
Company shall have delivered to the Trustee:

                           (i) an Opinion of Counsel in the United States and,
         in the case of the Sterling Notes, in the United Kingdom, reasonably
         acceptable to the Trustee to the effect that the Holders of the
         outstanding Notes shall not recognize income, gain or loss for United
         States federal income tax purposes and, in the case of the Sterling
         Notes, for United Kingdom income tax purposes, as a result of such
         deposit and defeasance of the covenants included in the definition of
         Covenant Defeasance and Events of Default and shall be subject to
         United States federal income tax and, in the case of the Sterling
         Notes, United Kingdom 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; and

                           (ii) an Opinion of Counsel to the effect that the
         creation of the defeasance trust does not violate the Investment
         Company Act of 1940 and after the 123rd day following the deposit, the
         trust fund shall not be subject to the effect of any applicable
         bankruptcy, insolvency, reorganization or similar laws affecting
         creditors' rights generally;

                  (d) immediately after giving effect to such deposit on a pro
forma basis, no Default or Event of Default, shall have occurred and be
continuing on the date of such deposit or during the



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<PAGE>   98

period ending on the 123rd day after the date of such deposit, and such deposit
shall not result in a breach or violation of, or constitute a default under, any
other agreement or instrument to which the Company is a party or by which the
Company is bound;

                  (e) with respect to the Sterling Notes for so long as the
Sterling Notes are listed on the Luxembourg Stock Exchange and otherwise if at
such time the Notes are listed on a national securities exchange, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the
Notes shall not be delisted as a result of such deposit, defeasance and
discharge;

                  (f) the Company shall have delivered to the Trustee an
Officers' Certificate stating that the deposit was not made by the Company with
the intent of preferring the Holders over any other creditors of the Company or
the Subsidiary Guarantors or with the intent of defeating, hindering, delaying
or defrauding other creditors of the Company; and

                  (g) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for or relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.

SECTION 8.05      Deposited Money and Government Securities to be Held in
                  Trust; Other Miscellaneous Provisions.

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

         The Company and the Subsidiary Guarantors shall 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 or non-callable U.K. Government
Obligations, as the case may be, deposited pursuant to Section 8.04 hereof or
the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of the
outstanding Notes.

         Anything in this Article VIII to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money, non-callable U.S. Government Obligations or
non-callable U.K. Government Obligations, as the case may be, held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount



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thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.

SECTION 8.06 Repayment to Company.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
interest or Liquidated Damages, if any, on any Note and remaining unclaimed for
two years after such principal, premium, if any, interest or Liquidated Damages,
if any, has become due and payable shall, subject to applicable escheat law, be
paid to the Company on the request of the Company or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Note shall
thereafter, as a creditor, look only to the Company or to the Subsidiary
Guarantors 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) and, in the case of the 7-Year Sterling
Notes, a leading daily newspaper with general circulation in Luxembourg (which
may be the Luxemburger Wort) or, if the 7-Year Sterling Notes are not listed on
the Luxembourg Stock Exchange and it is not practicable to so publish, a leading
daily English language newspaper having general circulation in Europe previously
approved by the Trustee) notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining shall be repaid to the Company.

         Nothing contained in this Section 8.06 shall be deemed to affect any
obligation of the Trustee or any Paying Agent to search for lost Holders
pursuant to Rule 17Ad-17 under the Exchange Act.

SECTION 8.07 Reinstatement.

         If the Trustee or Paying Agent is unable to apply any U.S. dollars or
U.S. Government Obligations, in the case of the Dollar Notes, or Pounds Sterling
or U.K. Government Obligations, in the case of the Sterling Notes, in accordance
with Section 8.05, 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 Subsidiary Guarantors' Obligations under
this Indenture, the Notes and the Subsidiary Guarantees, as applicable, shall be
revived and reinstated as though no deposit had occurred pursuant to Section
8.05 until such time as the Trustee or Paying Agent is permitted to apply all
such money, U.S. Government Obligations or U.K. Government Obligations, as the
case may be, in accordance with Section 8.05; provided, however, that, if the
Company or the Subsidiary Guarantors make any payment of principal of, premium,
if any, interest or Liquidated Damages, if any, on any Note following the
reinstatement of such Obligations, the Company and the Subsidiary Guarantors
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money, U.S. Government Obligations or U.K. Government
Obligations, as the case may be, held by the Trustee or Paying Agent.



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                                   ARTICLE IX

                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01 Without Consent of Holders of Notes.

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

                  (a) to cure any ambiguity, defect or inconsistency;

                  (b) to provide for uncertificated registered Notes in addition
to or in place of Definitive Registered Notes or to alter the provisions of
Article II hereof (including the related definitions) in a manner that does not
materially adversely affect any Holder;

                  (c) to provide for the assumption of the Company's or a
Subsidiary Guarantor's obligations to the Holders of the Notes in the case of a
merger or consolidation or sale of all or substantially all of the Company's or
the Subsidiary Guarantors' assets pursuant to Article V or Article X hereof;

                  (d) to add or release Subsidiary Guarantors pursuant to the
terms of this Indenture;

                  (e) to make any change that would provide any additional
rights or benefits to the Holders of the Notes or surrender any right or power
conferred upon the Company or the Subsidiary Guarantors by the Indenture that
does not adversely affect the legal rights hereunder of any Holder of the Notes;
or

                  (f) to comply with requirements of the SEC in order to effect
or maintain the qualification of this Indenture under the TIA;

                  (g) to evidence or provide for the appointment under this
Indenture of a successor Trustee;

                  (h) to add additional Events of Default;

                  (i) to secure the Notes and/or the Subsidiary Guarantees, if
any; or

                  (j) to give effect to the provisions of Section 2.15.

         Upon the request of the Company accompanied by a resolution of the
Board of Directors of the Company and of the board of directors, board of
trustees or managing partners of each Subsidiary Guarantor, if any, authorizing
the execution of any such amended or supplemental indenture, and upon receipt by
the Trustee of the documents described in Section 9.06 hereof, the Trustee shall
join



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with the Company and each of the Subsidiary Guarantors, if any, in the execution
of any amended or supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
that may be therein contained, but the Trustee shall not be obligated to enter
into such amended or supplemental indenture that affects its own rights, duties
or immunities under this Indenture or otherwise.

SECTION 9.02 With Consent of Holders of Notes.

         Except as provided below in this Section 9.02 and subject to Section
6.07 hereof, the Company, the Subsidiary Guarantors, if any, and the Trustee may
amend or supplement this Indenture (including Sections 3.09, 4.06 and 4.07
hereof), the Subsidiary Guarantees, if any, and the Notes of any series with the
consent of the Holders of at least a majority in aggregate principal amount of
the outstanding Notes of each series affected thereby (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Notes of such series), and, subject to Sections 6.04
and 6.07 hereof, any existing Default or Event of Default or compliance with any
provision of this Indenture, the Subsidiary Guarantees, if any, or the Notes may
be waived with the consent of the Holders of a majority in principal amount of
the Notes of each series affected thereby then outstanding (including consents
obtained in connection with a tender offer or exchange offer for the Notes of
such series).

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

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

         After an amendment, supplement or waiver under this Section becomes
effective, the Company shall give to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to give such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes of each series affected
thereby then outstanding may waive compliance in a particular instance by the
Company with any provision of this Indenture or the Notes. However, without the
consent of the Holder of each of the Notes of any series so



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affected, an amendment or waiver may not (with respect to any Notes held by a
non-consenting Holder):

                  (a) extend the final maturity of any of the Notes of such
series;

                  (b) reduce the principal amount of any of the Notes of such
series;

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

                  (d) change the currency of payment, except as described in
Section 2.15;

                  (e) alter or waive any of the provisions with respect to the
redemption of the Notes, except as provided above with respect to Sections 3.09,
4.06 and 4.07;

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

                  (g) except as otherwise permitted by this Indenture, release
any Subsidiary Guarantor from any of its obligations under its Subsidiary
Guarantee or this Indenture, or change any Subsidiary Guarantee in any manner
that would adversely affect the right of Holders;

                  (h) impair or affect the right of any Holder of Notes to
institute suit for the payment of Notes; or

                  (i) make any change in Section 6.04 or 6.07 or in the
foregoing amendment and waiver provisions.

         Additionally, without the consent of the Holders of all outstanding
Notes of any series, an amendment or waiver may not (with respect to any Notes
held by a non-consenting Holder) reduce the percentage of outstanding Notes of
such series which is required for any such amendment or waiver.

SECTION 9.03 Compliance with Trust Indenture Act.

         Every amendment or supplement to this Indenture, the Subsidiary
Guarantees, or the Notes of any series shall be set forth in an amended or
supplemental indenture that complies with the TIA as then in effect.



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SECTION 9.04 Revocation and Effect of Consents.

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

SECTION 9.05 Notation on or Exchange of Notes.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall authenticate new Notes
(accompanied by a notation of the Subsidiary Guarantees, if any, duly endorsed
by the Subsidiary Guarantors) that reflect the amendment, supplement or waiver.

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

SECTION 9.06 Trustee to Sign Amendments, etc.

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

SECTION 9.07 Effect of Supplemental Indentures.

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



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                                    ARTICLE X

                              SUBSIDIARY GUARANTEES

SECTION 10.01 Subsidiary Guarantees.

         Subject to the provisions of this Article X, each of the Subsidiary
Guarantors, jointly and severally, fully and unconditionally guarantees to each
Holder of a Note 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 Notes or the Obligations of the Company hereunder or
thereunder, that: (a) the principal of, premium, interest and Liquidated
Damages, if any, on the Notes shall be promptly paid in full when due, whether
at the maturity or interest payment or redemption date, by acceleration,
redemption or otherwise, and interest on the overdue principal of, premium,
interest and Liquidated Damages, if any, on the Notes, if any, if lawful, and
all other Obligations of the Company to the Holders or the Trustee under this
Indenture and the Notes shall be promptly paid in full or performed, all in
accordance with the terms of this Indenture and the Notes; and (b) in case of
any extension of time of payment or renewal of any Notes or any of such other
Obligations, the same shall 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
Subsidiary Guarantors shall be jointly and severally obligated to pay the same
immediately. The Subsidiary Guarantors hereby agree that their obligations
hereunder shall be unconditional and absolute, irrespective of the validity,
regularity or enforceability of the Notes, the Subsidiary Guarantees or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder of the Notes with respect to any provisions of this Indenture, the
Subsidiary Guarantees and the Notes, any release of any other Subsidiary
Guarantor, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstance (other than complete performance)
which might otherwise constitute a legal or equitable discharge or defense of a
Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted
by law, 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 covenant that the Subsidiary Guarantees shall not be
discharged except by complete performance of the obligations contained in the
Notes and this Indenture.

         If any Holder or the Trustee is required by any court or otherwise to
return to the Company or the Subsidiary Guarantors, or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or
the Subsidiary Guarantors, any amount paid by either to the Trustee or such
Holder, these Subsidiary Guarantees, to the extent theretofore discharged, shall
be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it
shall 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.



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         Each Subsidiary Guarantor further agrees that, as between the
Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the Obligations guaranteed hereby may be
accelerated as provided in Article VI hereof for the purposes of these
Subsidiary Guarantees, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby,
and (y) in the event of any declaration of acceleration of such Obligations as
provided in Article VI hereof, such Obligations (whether or not due and payable)
shall forthwith become due and payable by the Subsidiary Guarantors for the
purpose of these Subsidiary Guarantees. The Subsidiary Guarantors shall have the
right to seek contribution from any non-paying Subsidiary Guarantor so long as
the exercise of such right does not impair the rights of the Holders under these
Subsidiary Guarantees.

SECTION 10.02 Additional Amounts.

         All payments made by any Subsidiary Guarantor, if any, under or with
respect to its Subsidiary Guarantee, if any, shall be made free and clear of and
without withholding or deduction for or on account of any present or future tax,
duty, levy, impost, assessment or other governmental charge (including
penalties, interest and other liabilities related thereto) imposed or levied by
or on behalf of the government of the United Kingdom or any other jurisdiction
in which a Subsidiary Guarantor, if any, is incorporated or of any prefecture or
territory thereof or by any authority or agency therein or thereof having power
to tax (hereinafter, "Taxes"), unless such Subsidiary Guarantor, if any, is
required to withhold or deduct Taxes by law, regulation or governmental policy
or by the interpretation or administration thereof. If any Subsidiary Guarantor
is required to withhold or deduct any amount for or on account of Taxes from any
payment made under or with respect to any Subsidiary Guarantee, such Subsidiary
Guarantor shall pay such additional amounts ("Additional Amounts") as may be
necessary so that the net amount received by each Holder (including Additional
Amounts) after such withholding or deduction shall not be less than the amount
the Holder would have received if such Taxes had not been withheld or deducted;
provided, however, that no Additional Amounts shall be payable with respect to a
payment made to a Holder and no reimbursement shall be made to a Holder for
Taxes paid by such Holder (each such Holder, an "Excluded Holder") with respect
to any Tax imposed, levied, payable or due (1) by reason of the Holder's or
beneficial owner's present or former connection with the United Kingdom or any
other jurisdiction in which a Subsidiary Guarantor is incorporated or any
prefecture or territory thereof, other than through the mere receipt or holding
of Notes or by reason of the receipt of payments thereunder; (2) by reason of
the failure of the Holder or beneficial owner of Notes to satisfy any
certification, identification, information or other reporting requirements which
the Holder or such beneficial owner is legally required to satisfy, whether
imposed by statute, treaty, regulation, administrative practice or otherwise, as
a precondition to exemption from, or reduction in the rate of deduction or
withholding of, Taxes; or (3) by reason of the presentation (where presentation
is required in order to receive payment) of such notes for payment more than 30
days after the date such payment became due and payable or was duly provided for
under the terms of the Notes, whichever is later.

         The obligation of any Subsidiary Guarantor to pay Additional Amounts or
to reimburse a Holder for Taxes paid by such Holder in respect of Taxes shall
not apply with respect to: (x) any



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estate, inheritance, gift, sales, transfer, personal property or similar Taxes;
(y) any Tax which is payable otherwise than by deduction or withholding from
payments made under or with respect to any Subsidiary Guarantee; or (z) Taxes
imposed on or with respect to any payment by any Subsidiary Guarantor to the
Holder or beneficial owner if such Holder or beneficial owner is a fiduciary or
partnership or person other than the sole beneficial owner of such payment to
the extent that such Taxes would not have been imposed on a beneficiary or
settlor with respect to such fiduciary, a member of such partnership or the
beneficial owner of such payment had such beneficiary, settlor, member or
beneficial owner been the Holder of such Note.

         Such Subsidiary Guarantor shall also (1) make such withholding or
deduction compelled by applicable law and (2) remit the full amount deducted or
withheld to the relevant authority in accordance with applicable law. Such
Subsidiary Guarantor shall, upon written request of a Holder, furnish to each
such Holder certified copies of tax receipts evidencing the payment of any Taxes
by such Subsidiary Guarantor in such form as provided in the normal course by
the taxing authority imposing such Taxes and as is reasonably available to such
Subsidiary Guarantor, within 60 days after the later of the date of receipt of
such written request and the date of receipt of such evidence. If
notwithstanding such Subsidiary Guarantor's efforts to obtain such receipts, the
same are not obtainable, such Subsidiary Guarantor shall promptly provide such
Holder with other evidence reasonably satisfactory to such Holder of such
payments by such Subsidiary Guarantor. If any Subsidiary Guarantor conducts
business in any jurisdiction (the "Taxing Jurisdiction") other than the
jurisdiction under which such Subsidiary Guarantor is incorporated, in a manner
which causes Holders to be liable for taxes on payments under any Subsidiary
Guarantee for which they would not have been so liable but for such conduct of
business in the Taxing Jurisdiction, the provision of the Notes described above
shall be considered to apply to such Holders as if references in such provision
to "Taxes" included taxes imposed by way of deduction or withholding by such
Taxing Jurisdiction and references to Excluded Holder shall be deemed to include
Holders or beneficial owners having a present or former connection with such
Taxing Jurisdiction or any state, prefecture or territory thereof. Such
Subsidiary Guarantor shall, upon written request of any Holder (other than an
Excluded Holder), reimburse each such Holder for the amount of (1) any Taxes so
levied or imposed and paid by such Holder as a result of payments made under or
with respect to the Notes and (2) any Taxes so levied or imposed with respect to
any reimbursement under the foregoing clause (1) and paid by such Holder so that
the net amount received by such Holder (net of payments made under or with
respect to the Notes) after such reimbursement shall not be less than the net
amount the Holder would have received if Taxes on such reimbursement had not
been imposed.

         At least 30 days prior to each date on which any payment under or with
respect to any Subsidiary Guarantee is due and payable, if any Subsidiary
Guarantor shall pay Additional Amounts with respect to such payment (unless such
obligation to pay Additional Amounts arises after the 30th day prior to the date
on which payment under or with respect to the Notes is due and payable, in which
case it shall be promptly thereafter), such Subsidiary Guarantor shall deliver
to the Trustee an Officers' Certificate stating the fact that such Additional
Amounts shall be payable and the amounts so payable and shall set forth such
other information necessary to enable the Trustee to pay such Additional Amounts
to Holders on the payment date. Whenever in this Indenture there is mentioned,
in any context, the payment of principal, interest, if any, or any other amount
payable



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under or with respect to any Note, such mention shall be deemed to include
mention of the payment of Additional Amounts to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof.

SECTION 10.03 Limitation of Subsidiary Guarantor's Liability.

         Each U.S. Subsidiary Guarantor and, by its acceptance hereof, each
Holder hereof, hereby confirms that it is their intention that the Subsidiary
Guarantee by such Subsidiary Guarantor not constitute a fraudulent transfer or
conveyance for purposes of the Title 11 of the U.S. Code, the U.S. Uniform
Fraudulent Conveyance Act, the U.S. Uniform Fraudulent Transfer Act or any
similar federal or state law to the extent applicable to the Subsidiary
Guarantees. To effectuate the foregoing intention, each such Person hereby
irrevocably agrees that the Obligation of such Subsidiary Guarantor under its
Subsidiary Guarantee under this Article X shall be limited to the maximum amount
as shall, after giving effect to such maximum amount and all other (contingent
or otherwise) liabilities of such Subsidiary Guarantor that are relevant under
such laws, and after giving effect to any rights to contribution of such
Subsidiary Guarantor pursuant to any agreement providing for an equitable
contribution among such Subsidiary Guarantor and other Affiliates of the Company
of payments made by guarantees by such parties, result in the Obligations of
such Subsidiary Guarantor in respect of such maximum amount not constituting a
fraudulent conveyance. Each Holder, by accepting the benefits hereof, confirms
its intention that, in the event of bankruptcy, reorganization or other similar
proceeding of the Company or any Subsidiary Guarantor in which concurrent claims
are made upon such Subsidiary Guarantor hereunder, to the extent such claims
shall not be fully satisfied, each such claimant with a valid claim against the
Company shall be entitled to a ratable share of all payments by such Subsidiary
Guarantor in respect of such concurrent claims.

         Each Subsidiary Guarantor shall also comply with whitewash procedures,
and/or any similar enactments or procedures in any applicable jurisdiction
required to (i) validly authorize, execute or deliver a Subsidiary Guarantee or
(ii) have a Subsidiary Guarantee be enforceable, including in relation to the
execution of the notation of Subsidiary Guarantee and the payment of amounts due
under the Subsidiary Guarantee.

SECTION 10.04 Execution and Delivery of Subsidiary Guarantees.

         To evidence the Subsidiary Guarantees set forth in Section 10.01
hereof, each Subsidiary Guarantor hereby agrees that a notation of the
Subsidiary Guarantees substantially in the form of Exhibit G shall be endorsed
by manual or facsimile signature by an Officer of such Subsidiary Guarantor on
each Note authenticated and delivered by the Trustee.

         Each Subsidiary Guarantor hereby agrees that the Subsidiary Guarantees
set forth in Section 10.01 shall remain in full force and effect notwithstanding
any failure to endorse on each Note a notation of the Subsidiary Guarantees.



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         If an Officer or Officer whose signature is on the Subsidiary
Guarantees no longer holds that office at the time the Trustee authenticates the
Note on which the Subsidiary Guarantees are endorsed, the Subsidiary Guarantees
shall be valid nevertheless.

         The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Subsidiary Guarantees
set forth in this Indenture on behalf of the Subsidiary Guarantors.

SECTION 10.05 Subsidiary Guarantors May Consolidate, etc., on Certain Terms.

                  (a) Except as set forth in Articles IV and V hereof, nothing
contained in this Indenture or in any of the Notes shall prevent any
consolidation or merger of a Subsidiary Guarantor with or into the Company or
another Subsidiary Guarantor or shall prevent any sale or other disposition of
all or substantially all of the Properties of a Subsidiary Guarantor, to the
Company or another Subsidiary Guarantor.

                  (b) Except as set forth in Articles IV and V hereof, nothing
contained in this Indenture or in any of the Notes shall prevent any
consolidation or merger of a Subsidiary Guarantor with or into another Person
other than the Company or another Subsidiary Guarantor (whether or not
affiliated with the Subsidiary Guarantor), or successive consolidations or
mergers in which a Subsidiary Guarantor or its successor or successors shall be
a party or parties, or shall prevent any sale or other disposition of all or
substantially all of the Properties to a Person other than the Company or
another Subsidiary Guarantor (whether or not affiliated with the Subsidiary
Guarantor) authorized to acquire and operate the same; provided, however, that
such transaction meets all of the following requirements: (i) each Subsidiary
Guarantor hereby covenants and agrees that, upon any such consolidation, merger,
sale or other disposition, subject to the provisions of Section 10.06 hereof,
the Subsidiary Guarantee endorsed on the Notes, and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed by such Subsidiary Guarantor, shall be expressly
assumed (in the event that the Subsidiary Guarantor is not the surviving
corporation in the merger or consolidation), by supplemental indenture
substantially in the form of Exhibit H hereto, executed and delivered to the
Trustee, by the Person formed by such consolidation, or into which the
Subsidiary Guarantor shall have been merged, or by the Person which shall have
acquired such property, (ii) such transaction does not violate any of the
covenants set forth in Article IV and (iii) no Default or Event of Default has
occurred and is continuing, nor shall such transaction result in a Default or an
Event of Default, immediately after giving effect to such transaction, that is
continuing.

         In case of any such consolidation, merger, sale or other disposition
and upon the assumption by the successor Person by supplemental indenture,
executed and delivered to the Trustee and substantially in the form of Exhibit H
hereto, of the Subsidiary Guarantees and the due and punctual performance of all
of the covenants of this Indenture to be performed by the Subsidiary Guarantor,
such successor shall succeed to and be substituted for the Subsidiary Guarantor
with the same effect as if it had been named herein as a Subsidiary Guarantor.
Such successor thereupon may cause to be signed any or all of the notations of
Subsidiary Guarantees to be endorsed upon all of the Notes



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issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Subsidiary Guarantees theretofore and thereafter issued in accordance with the
terms of this Indenture as though all of such Subsidiary Guarantees had been
issued at the date of the execution hereof.

SECTION 10.06 Releases of Subsidiary Guarantee.

                  (a) The Subsidiary Guarantee and all other obligations under
this Indenture of a Subsidiary Guarantor shall be released (i) in connection
with any sale or other disposition of all or substantially all of the Properties
of such Subsidiary Guarantor (including by way of merger or consolidation), if
the Company applies the Net Proceeds of that sale or other disposition in
accordance with Section 4.07 hereof; or (ii) in connection with the sale or
other disposition of all of the Capital Stock of a Subsidiary Guarantor, if the
Company applies the Net Proceeds of that sale in accordance with Section 4.07
hereof; or (iii) if the Company designates any Restricted Subsidiary that is a
Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with this
Indenture; or (iv) at such time as such Subsidiary Guarantor ceases to Guarantee
any other Debt of the Company. Upon delivery by the Company to the Trustee of an
Officers' Certificate to the effect that such transaction was in accordance with
the provisions of this Indenture, including without limitation Section 4.07
hereof, or such Subsidiary Guarantee is to be released pursuant to the other
provisions of the immediately preceding sentence, the Trustee shall execute any
documents reasonably required in order to evidence the release of any Subsidiary
Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary
Guarantor not released from its obligations under its Subsidiary Guarantee shall
remain liable for the full amount of principal of and interest on the Notes and
for the other obligations of any Subsidiary Guarantor under this Indenture as
provided in this Article X.

SECTION 10.07 "Trustee" to Include Paying Agent.

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

SECTION 10.08 Addition of Subsidiary Guarantors.

         To become a Subsidiary Guarantor hereunder, a Person shall execute and
deliver to the Trustee (i) a supplemental indenture substantially in the form of
Exhibit H hereto, which subjects such Person to the provisions of this Indenture
as a Subsidiary Guarantor and (ii) an Opinion of Counsel and Officers'
Certificate required under Section 9.06 hereof. Such Opinion of Counsel shall
also include an opinion to the effect that such supplemental indenture has been
duly authorized and executed by such Person and constitutes the legal, valid,
binding and enforceable obligation of such Person (subject to such customary
exceptions concerning creditors' rights and equitable principles



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as may be acceptable to the Trustee in its discretion and provided that no
opinion need be rendered concerning the enforceability of the Subsidiary
Guarantee).

SECTION 10.09 Consent to Jurisdiction and Service of Process.

         Each Subsidiary Guarantor that is not organized under the laws of the
United States (including the States and the District of Columbia) (each a
"Non-U.S. Subsidiary Guarantor") hereby appoints the principal office of CT
Corporation System in The City of New York which, on the date hereof, is located
at 1633 Broadway, New York, New York 10019, as the authorized agent thereof (the
"Authorized Agent") upon whom process may be served in any action, suit or
proceeding arising out of or based on this Indenture or the Notes which may be
instituted in the Supreme Court of the State of New York or the United States
District Court for the Southern District of New York, in either case in The
Borough of Manhattan, The City of New York, by the Holder of any Note, and each
Non-U.S. Subsidiary Guarantor hereby waives any objection which it may now or
hereafter have to the laying of venue of any such proceeding and expressly and
irrevocably accepts and submits, for the benefit of the Holders from time to
time of the Notes, to the nonexclusive jurisdiction of any such court in respect
of any such action, suit or proceeding, for itself and with respect to its
properties, revenues and assets. Such appointment shall be irrevocable unless
and until the appointment of a successor Authorized Agent for such purpose, and
such successor's acceptance of such appointment, shall have occurred. Each
Non-U.S. Subsidiary Guarantor agrees to take any and all actions, including the
filing of any and all documents and instruments, that may be necessary to
continue such appointment in full force and effect as aforesaid. Service of
process upon the Authorized Agent with respect to any such action shall be
deemed, in every respect, effective service of process upon any such Non-U.S.
Subsidiary Guarantor. Notwithstanding the foregoing, any action against any
Non-U.S. Subsidiary Guarantor arising out of or based on any Note may also be
instituted by the Holder of such Note in any competent court in the jurisdiction
of organization of such Non-U.S. Subsidiary Guarantor, and such Non-U.S.
Subsidiary Guarantor expressly accepts the jurisdiction of any such court in any
such action. The Company shall require the Authorized Agent to agree in writing
to accept the foregoing appointment as agent for service of process.

SECTION 10.10 Waiver of Immunity.

         To the extent that any Non-U.S. Subsidiary Guarantor or any of its
properties, assets or revenues may have or may hereafter become entitled to, or
have attributed to it, any right of immunity, on the grounds of sovereignty or
otherwise, from any legal action, suit or proceeding, from the giving of any
relief in any thereof, from set-off or counterclaim, from the jurisdiction of
any court, from service of process, from attachment upon or prior to judgment,
from attachment in aid of execution of judgment, or from execution of judgment,
or other legal process or proceeding for the giving of any relief or for the
enforcement of any judgment, in any jurisdiction in which proceedings may at any
time be commenced, with respect to its obligations, liabilities or any other
matter under or arising out of or in connection with this Indenture or the
Notes, such Non-U.S. Subsidiary Guarantor, to the maximum extent permitted by
law, hereby irrevocably and unconditionally waives, and agrees not to plead or
claim, any such immunity and consents to such relief and enforcement.



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SECTION 10.11 Judgment Currency.

         Each Non-U.S. Subsidiary Guarantor (or, in the case of the Sterling
Notes, each non-U.K. Subsidiary Guarantor) and the Company agree to indemnify
the Trustee and each Holder against any loss incurred by it as a result of any
judgment or order being given or made and expressed and paid in a currency (the
"Judgment Currency") other than United States dollars (or, in the case of the
Sterling Notes, Pounds Sterling) and as a result of any variation as between (i)
the rate of exchange at which the United States dollar amount (or, in the case
of the Sterling Notes, the Pounds Sterling amount) is converted into the
Judgment Currency for the purpose of such judgment or order and (ii) the spot
rate of exchange in The City of New York (or, in the case of the Sterling Notes,
the City of London) at which the Trustee or such Holder on the date of payment
of such judgment or order is able to purchase United States dollars (or, in the
case of the Sterling Notes, Pounds Sterling) with the amount of the Judgment
Currency actually received by the Trustee or such Holder. The foregoing
indemnity shall constitute a separate and independent obligation of each
Non-U.S. Subsidiary Guarantor and the Company and shall continue in full force
and effect notwithstanding any such judgment or order as aforesaid. The term
"spot rate of exchange" shall include any premiums and costs of exchange payable
in connection with the purchase of, or conversion into, United States dollars
(or, in the case of the Sterling Notes, Pounds Sterling).

                                   ARTICLE XI

                           SATISFACTION AND DISCHARGE

SECTION 11.01 Satisfaction and Discharge.

         This Indenture shall upon the request of the Company cease to be of
further effect with respect to outstanding Notes of a series (except as to
surviving rights of registration of transfer or exchange of Notes herein
expressly provided for, the Company's and any Subsidiary Guarantors' obligations
under Section 7.07, and the Trustee's and each Paying Agent's obligations under
Sections 11.02 and 11.03) and the Trustee, on demand and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to such series, when:

                  (a) either

                           (i) all outstanding Notes of such series therefore
         authenticated and delivered (other than (A) Notes which have been
         destroyed, lost or stolen and which have been replaced or paid as
         provided in Section 2.08 and (B) Notes for whose payment money has been
         deposited in trust with the Trustee or any Paying Agent and thereafter
         paid to the Company or discharged from such trust) have been delivered
         to the Trustee for cancellation; or

                           (ii) all outstanding Notes of such series not
         theretofore delivered to the Trustee for cancellation



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                                    (A) have become due and payable; or

                                    (B) shall 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 clause (A), (B) or (C) above,
                  has irrevocably deposited or caused to be irrevocably
                  deposited with the Trustee as trust funds in trust for such
                  purpose (1) in the case of the Dollar Notes, U.S. Dollars and
                  U.S. Government Obligations, and (2) in the case of the
                  Sterling Notes, U.K. Pounds Sterling and U.K. Government
                  Obligations, or a combination thereof, in an amount sufficient
                  (as certified by an independent public accountant designated
                  by the Company expressed in a written certification thereof
                  delivered to the Trustee) to pay and discharge the entire
                  indebtedness of such Notes not theretofore delivered to the
                  Trustee for cancellation, for principal (and premium, if any),
                  accrued and unpaid interest and Liquidated Damages, if any, to
                  the date of such deposit (in the case of Notes which have
                  become due and payable) or the Stated Maturity or redemption
                  date, as the case may be;

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

                  (c) no Default or Event of Default with respect to the Notes
of such series shall have occurred and be continuing on the date of such deposit
and after giving effect to such deposit; and

                  (d) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture, the
Company's obligations in Sections 2.03, 2.04, 2.06, 2.07, 2.08, 7.07, 7.08, 8.06
11.02, 11.03 and 12.04, and the Trustee's and each Paying Agent's obligations in
Sections 8.06 and 11.03 shall survive until the Notes of such series are no
longer outstanding. Thereafter, only the Company's obligations in Sections 8.06
and 11.03 shall survive.

         In order to have money available on a payment date to pay principal
(and premium, if any, on), interest or Liquidated Damages, if any, on the Notes
of such series, the U.S. Government Obligations and the U.K. Government
Obligations shall be payable as to principal (and premium, if any) or interest
at least one Business Day before such payment date in such amounts as shall



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provide the necessary money. The U.S. Government Obligations and the U.K.
Government Obligations shall not be callable at the issuer's option.

SECTION 11.02 Application of Trust.

         All U.S. Dollars, U.K. Pounds Sterling, U.S. Government Obligations or
U.K. Government Obligations deposited with the Trustee pursuant to Section 11.01
shall be held in trust and, at the written direction of the Company, be invested
prior to maturity, in the case of the Dollar Notes, in non-callable U.S.
Government Obligations, and, in the case of the Sterling Notes, in non-callable
U.K. Government Obligations, and applied by the Trustee in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or
through any Paying Agent as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any), interest, and Liquidated
Damages, if any, for the payment of which money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

SECTION 11.03 Repayment to the Company.

         The provisions of Section 8.06 hereof shall be applicable in all
respects to any money deposited under this Article XI with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal of, premium, if any, interest or Liquidated Damages, if any, on any
Note and remaining unclaimed for two years after such principal, premium, if
any, interest or Liquidated Damages, if any, has become due and payable.

SECTION 11.04 Reinstatement.

         If the Trustee or Paying Agent is unable to apply any money, U.S.
Government Obligations or U.K. Government Obligations, as the case may be, in
accordance with Section 11.01 by reason of any legal proceeding or by reason of
any order or judgement of any court of governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's and the
Subsidiary Guarantors' Obligations under this Indenture, the Notes and the
Subsidiary Guarantees, as applicable, shall be revived and reinstated as though
no deposit has occurred pursuant to Section 11.01 until such time as the Trustee
or Paying Agent is permitted to apply all such money, U.S. Government
Obligations or U.K. Government Obligations, as the case may be, in accordance
with Section 11.02, provided, however, that if the Company or any Subsidiary
Guarantor has made any payment of principal (and, premium, if any), interest and
Liquidated Damages, if any, on any Notes because of the reinstatement of their
Obligations, the Company or such Subsidiary Guarantors shall be subrogated to
the rights of the Holders of such Notes to receive such payment from the money,
U.S. Government Obligations or U.K. Government Obligations, as the case may be,
held by the Trustee or Paying Agent.



                                      106
<PAGE>   114

                                   ARTICLE XII

                                  MISCELLANEOUS

SECTION 12.01 Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties shall control,
irrespective of whether or not this Indenture has yet been qualified under the
TIA.

SECTION 12.02 Notices.

         Any notice or communication by the Company, the Subsidiary Guarantors,
if any, 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 or the Subsidiary Guarantors:

                           Azurix Corp.
                           333 Clay Street
                           Houston, Texas  77002
                           Telecopier No.: (713) 345-5330
                           Telephone No.: (713) 646-6001
                           Attention: General Counsel

         If to the Trustee:

                           Chase Bank of Texas, National
                             Association
                           600 Travis Street, Suite 1150
                           Houston, Texas 77002
                           Telecopier No.: (713) 577-5200
                           Telephone No.: (713) 216-4808
                           Attention: Ms. Ronda L. Parman

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

         Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, to its address shown on
the register kept by the Registrar. In addition, if the Sterling Notes are
listed on the Luxembourg Stock Exchange, and the rules of such stock exchange
shall so require, any such notice or communication to Holders shall be published
in a leading daily newspaper with general circulation in Luxembourg (which may
be the Luxemburger Wort) or, if the Sterling Notes are not listed on the
Luxembourg Stock Exchange and such



                                      107
<PAGE>   115

publication is not practicable, in a leading daily English-language newspaper
having general circulation in Europe previously approved by the Trustee. For so
long as any of the Notes are represented by Global Notes, notice to Holders
shall (in addition to publication as described above) also be given by
substantially concurrent delivery of the relevant notice to the applicable
Depositary (as the case may be) for communication to the holders of the
Book-Entry Interests. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to provide a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders.

         All notices and communications shall be deemed to have been duly given:
at the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if sent by facsimile transmission; and the next Business Day after
timely delivery to the courier, if sent by overnight air courier guaranteeing
next day delivery. Notwithstanding the foregoing, notices to the Trustee shall
be effective only upon receipt. Any notice or communication given by newspaper
publication shall be deemed to have been given on the date of publication or, if
published more than once or on different dates, on the first date on which
publication is made in the manner required in the newspaper or in one of the
newspapers referred to above.

         If the Company or any Subsidiary Guarantor gives a notice or
communication to Holders, it shall give a copy to the Trustee and each Agent at
the same time.

         All notices or communications, including without limitation notices to
the Trustee or the Company or any Subsidiary Guarantor by Holders, shall be in
writing, except as set forth below, and in the English language.

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

SECTION 12.03 Communication by Holders of Notes with Other Holders of Notes.

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

SECTION 12.04 Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company or any Subsidiary
Guarantor to the Trustee to take any action under this Indenture, the Company or
such Subsidiary Guarantor shall, if requested by the Trustee, furnish to the
Trustee:



                                      108
<PAGE>   116

                  (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

                  (b) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

         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 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 any
Subsidiary 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 Opinion of Counsel may be
based, and may state that it is so 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 such Subsidiary Guarantor stating that the
information with respect to such factual matters is in possession of the Company
or such Subsidiary Guarantor, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

         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 12.05 Statements Required in Certificate or Opinion.

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

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

                  (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;



                                      109
<PAGE>   117

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

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

SECTION 12.06 Rules by Trustee and Agents.

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

SECTION 12.07     No Personal Liability of Directors, Officers, Partners,
                  Employees, Incorporators, Stockholders and Members.

         No past, present or future director, officer, partner, employee,
incorporator, stockholder or member of the Company or any Subsidiary Guarantor,
as such, shall have any liability for any obligations of the Company or any
Subsidiary Guarantor under the Notes, any Subsidiary Guarantee or this Indenture
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. This waiver may not be effective to waive liabilities under the
federal securities laws. The waiver and release are part of the consideration
for issuance of the Notes.

SECTION 12.08 Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE NOTES.

SECTION 12.09 No Adverse Interpretation of Other Agreements.

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

SECTION 12.10 Successors.

         All agreements of the Company and the Subsidiary Guarantors in this
Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee in this Indenture shall bind its successors.



                                      110
<PAGE>   118

SECTION 12.11 Severability.

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

SECTION 12.12 Counterpart Originals.

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

SECTION 12.13 Table of Contents, Headings, etc.

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






                                      111
<PAGE>   119

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


                                        AZURIX CORP.




                                        By: /s/ ANDREA L. MAINELLI
                                            ------------------------------------
                                            Name: Andrea L. Mainelli
                                            Title: Managing Director--Finance


                                        CHASE BANK OF TEXAS,
                                            NATIONAL ASSOCIATION, as
                                             Trustee




                                        By: /s/ RONDA L. PARMAN
                                            ------------------------------------
                                            Name: Ronda L. Parman
                                            Title: Assistant Vice President and
                                             Trust Officer







                                      112
<PAGE>   120

                                                                       EXHIBIT A

                           FORM OF 7-YEAR DOLLAR NOTE

                                 [Face of Note]

[FOR GLOBAL NOTES ONLY:] [THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL
NOTE SHALL BE LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY
OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF THIS
GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTION 2.07 OF THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC") TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[FOR RESTRICTED NOTES ONLY:] [THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE OR OTHER SECURITIES LAWS. ACCORDINGLY, NEITHER THIS NOTE NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF OR OF
A BENEFICIAL INTEREST HEREIN, THE HOLDER:

         (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
         DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S.
         PERSON WHO IS ACQUIRING THE SECURITY IN AN "OFFSHORE TRANSACTION"
         PURSUANT TO RULE 903 OR RULE 904 OF REGULATION S,

         (2) AGREES THAT IT WILL NOT, PRIOR TO THE DATE THAT IS TWO YEARS AFTER
         THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF
         THIS NOTE) AND THE LAST DATE ON WHICH AZURIX CORP.



                                      A-1
<PAGE>   121

         (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
         NOTE OR ANY PREDECESSOR OF THIS NOTE, OFFER, SELL, OR OTHERWISE
         TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY OF ITS
         SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
         DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
         SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON
         IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED
         IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
         ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
         NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
         144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
         OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S OR (E)
         PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT AND

         (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS
         TRANSFERRED BY IT A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;

PROVIDED THAT THE COMPANY AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION
OF TRANSFER IN THE FORM APPEARING IN THE INDENTURE IS COMPLETED AND DELIVERED BY
THE TRANSFEROR TO THE TRUSTEE.]






                                      A-2
<PAGE>   122

                                                      CUSIP No. [05501M AA 2](1)
                                                                [U05517 AA 2](2)


                                  AZURIX CORP.

                           10 3/8% SENIOR NOTE DUE 2007

No. ___                                                              $__________


         Azurix Corp., a Delaware corporation (the "Company"), promises to pay
to _____________________________ or registered assigns, the principal sum of
Dollars [FOR GLOBAL NOTES ONLY:] [or such greater or lesser amount as may from
time to time be endorsed on the Schedule of Exchanges of Interests in the Global
Note] on February 15, 2007.

Interest Payment Dates: February 15 and August 15 of each year

Record Dates: February 1 and August 1 of each year

         Reference is hereby made to the further provisions of this 7-Year
Dollar Note 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 authorization hereon has been duly executed
by the Trustee referred to on the reverse hereof by manual signature, this
7-Year Dollar Note shall not be entitled to any benefit of the Indenture or be
valid or obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this 7-Year Dollar Note to
be signed manually or by facsimile by a duly authorized officer.


                                             AZURIX CORP.


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

--------

(1)     For 7-Year Dollar Notes sold in reliance on Rule 144A
(2)     For 7-Year Dollar Notes sold in reliance on Regulation S



                                      A-3
<PAGE>   123

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION



This is one of the dollar-denominated 10 3/8% Senior Notes due 2007 referred to
in the within- mentioned Indenture.

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
as Trustee



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


Date of authentication:
                       ---------------



                                      A-4
<PAGE>   124

                                 [BACK OF NOTE]

                          10 3/8% SENIOR NOTE DUE 2007

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

         1. INTEREST. The Company promises to pay interest on the principal
amount of this 7-Year Dollar Note at 10 3/8% per annum and shall pay the
Liquidated Damages payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. The Company shall pay interest and Liquidated
Damages, if any, semi-annually on February 15 and August 15 of each year, or if
any such day is not a Business Day, on the next succeeding Business Day (each,
an "Interest Payment Date"). Interest on the 7-Year Dollar Notes shall accrue
from the most recent date to which interest has been paid or, if no interest
has been paid, from February 18, 2000(3); provided that if there is no existing
Default in the payment of interest, and if this 7-Year Dollar Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further that if the Exchange Offer
is consummated [FOR INITIAL NOTES ONLY:] [and Exchange Notes are issued in
exchange for this 7-Year Dollar Note in connection therewith, any accrued and
unpaid interest on this 7-Year Dollar Note shall be deemed to have accrued with
respect to, and shall be paid with respect to, such Exchange Notes] [FOR
EXCHANGE NOTES ONLY:] [and this 7-Year Dollar Note is issued in exchange for
Initial Notes in connection therewith, interest will accrue on this 7-Year
Dollar Note from the last day on which interest was paid on such Initial Notes
prior to the issuance of this 7-Year Dollar Note or, if no such interest has
been paid, from February 18, 2000(3)]; provided, further, that the first
Interest Payment Date shall be August 15, 2000(3). The Company shall pay
interest (including post- petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at the rate of 10 3/8% per annum. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue installments of interest and Liquidated Damages (without regard to
any applicable grace periods) from time to time on demand at the same rate to
the extent lawful. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

         2. METHOD OF PAYMENT. The Company shall pay interest on the 7-Year
Dollar Notes (except defaulted interest) and Liquidated Damages to the Persons
who are registered Holders of 7-Year Dollar Notes at the close of business on
the February 1 or August 1 next preceding the Interest Payment Date, even if
such 7-Year Dollar Notes are cancelled after such record date and on or before
such Interest Payment Date, except as provided in Section 2.13 of the Indenture
with respect to defaulted interest. The 7-Year Dollar Notes shall be payable as
to principal, premium, interest and Liquidated Damages, if any, at the office
or agency of the Company maintained for such purpose in the City of New York,
or, at the option of the Company, payment of interest and Liquidated Damages,
if any, may be made by check mailed to the Holders at their addresses set forth
in the

--------

(3)      For Subsequent Notes and related Exchange Notes, substitute applicable
         corresponding dates.



                                      A-5
<PAGE>   125

register of Holders, and provided that payment by wire transfer of immediately
available funds shall be required with respect to principal of and interest,
premium and Liquidated Damages, if any, on, all 7-Year Dollar Notes in the form
of Global Notes and all other 7-Year Dollar Notes the Holders of which shall
have provided wire transfer instructions to the Company or the Paying Agent.
Such payment shall be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts.

         3. PAYING AGENT AND REGISTRAR. Initially, Chase Bank of Texas, National
Association shall act as Paying Agent and Registrar with respect to the 7-Year
Dollar Notes. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company or a Subsidiary Guarantor, if any, may act in
any such capacity.

         4. INDENTURE. The Company issued the 7-Year Dollar Notes under an
Indenture dated as of February 18, 2000 (the "Indenture") between the Company
and the Trustee. The terms of the 7-Year Dollar Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
7-Year Dollar Notes are subject to all such terms, and Holders are referred to
the Indenture and such Act for a statement of such terms. To the extent any
provision of this 7-Year Dollar Note conflicts with the express provisions of
the Indenture, the provisions of the Indenture shall govern and be controlling.
The 7-Year Dollar Notes are obligations of the Company limited to $240 million
in aggregate principal amount, plus, under certain circumstances an additional
$50 million in aggregate principal amount.

         5. OPTIONAL REDEMPTION.

                  (a) The 7-Year Dollar Notes may be redeemed in whole or in
part at the Company's option at any time prior to maturity upon not less than 30
nor more than 60 days' prior notice, at a redemption price equal to the then
outstanding principal amount of the 7-Year Dollar Notes being redeemed plus
accrued and unpaid interest thereon and Liquidated Damages, if any, to the date
of redemption plus a premium equal to the excess of (i) the present value at the
time of redemption of the principal amount of the 7-Year Dollar Notes being
redeemed and any required interest payments due of the 7-Year Dollar Notes being
redeemed through Stated Maturity, computed using a discount rate equal to the
applicable Treasury Rate plus 50 basis points over (ii) the then outstanding
principal amount of the 7-Year Dollar Notes being redeemed.

                  (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to February 15, 2003, the Company may (but shall
not have the obligation to) redeem on any one or more occasions, up to 35% of
the aggregate principal amount of 7-Year Dollar Notes originally issued under
the Indenture at a redemption price equal to 110.375% of the principal amount
thereof, plus accrued and unpaid interest thereon and Liquidated Damages, if
any, to the redemption date, with all or part of the net cash proceeds of one or
more Public Equity Offerings; provided, however, that at least 65% in aggregate
principal amount of 7-Year Dollar Notes originally issued under the Indenture
remains outstanding immediately after the occurrence of such redemption
(excluding for purposes of determining the 7-Year Dollar Notes that remain
outstanding any 7-Year



                                      A-6
<PAGE>   126

Dollar Notes held by the Company or any Subsidiary); and provided further, that
such redemption shall occur within 60 days of the date of the closing of such
Public Equity Offering.

         6. MANDATORY REDEMPTION. Except as set forth in paragraph 7 below, the
Company shall not be required to make mandatory redemption payments with respect
to the 7-Year Dollar Notes.


         7. REPURCHASE AT OPTION OF HOLDER.

                  (a) If there is a Change of Control, subject to the terms of
the Indenture, each Holder of 7-Year Dollar Notes shall have the right to
require the Company to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of each Holder's 7-Year Dollar Notes at a purchase
price equal to 101% of the aggregate principal amount of the 7-Year Dollar Notes
repurchased plus accrued and unpaid interest thereon and Liquidated Damages, if
any, to the date of repurchase pursuant to a Change of Control Offer in
accordance with the provisions of the Indenture.

                  (b) When the aggregate amount of Excess Proceeds from any
Asset Sale exceeds $25.0 million, the Company shall make a pro rata offer to all
holders of Notes and all holders of other Senior Debt of the Company that is
pari passu with the Notes as set forth in the Indenture to purchase the maximum
principal amount of Notes and such other Senior Debt that may be purchased out
of the Excess Proceeds. The Company or such Restricted Subsidiary shall be
required to apply such Excess Proceeds to offer to repurchase Notes at an offer
price in cash in an amount equal to 100% of the principal amount thereof plus
accrued and unpaid interest, if any, thereon and Liquidated Damages, if any,
thereon to the date of purchase in accordance with the procedures set forth in
the Indenture.

         8. NOTICE OF REDEMPTION. Notice of redemption shall be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose 7-Year Dollar Notes are to be redeemed at its registered address as
recorded in the Register. 7-Year Dollar Notes in denominations larger than
$1,000 may be redeemed in part but only in whole multiples of $1,000, unless all
of the 7-Year Dollar Notes held by a Holder are to be redeemed. On and after the
redemption date interest and Liquidated Damages, if any, cease to accrue on
7-Year Dollar Notes or portions thereof called for redemption unless the Company
defaults in making such redemption payment.

         9. DENOMINATIONS, TRANSFER, EXCHANGE. The 7-Year Dollar Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of 7-Year Dollar Notes may be registered and
7-Year Dollar Notes may be exchanged as provided in the Indenture. The Registrar
and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Company may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture. The Company
need not exchange or register the transfer of any 7-Year Dollar Note or portion
of a 7-Year Dollar Note selected for



                                      A-7
<PAGE>   127

redemption, except for the unredeemed portion of any 7-Year Dollar Note being
redeemed in part. Also, it need not exchange or register the transfer of any
7-Year Dollar Note for a period of 15 days before (i) any date fixed for the
redemption of any Notes or (ii) the day of any selection of Notes for redemption
or during the period between a record date and the corresponding Interest
Payment Date, or of any 7-Year Dollar Note tendered (and not withdrawn) for
repurchase in connection with a Change of Control Offer or an Asset Sale Offer.

         10. PERSONS DEEMED OWNERS. The registered Holder of a 7-Year Dollar
Note may be treated as its owner for all purposes.

         11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Subsidiary Guarantees, if any, or the 7-Year Dollar Notes may
be amended or supplemented with the consent of the Holders of at least a
majority in aggregate principal amount of the then outstanding 7-Year Dollar
Notes and of each other series of Notes affected thereby, and any existing
default or compliance with any provision of the Indenture, the Subsidiary
Guarantees, if any, or the 7-Year Dollar Notes may be waived with the consent of
the Holders of a majority in aggregate principal amount of the then outstanding
7-Year Dollar Notes and of each other series of Notes affected thereby. Without
the consent of any Holder of a 7-Year Dollar Note or any Holder of any other
series of Notes, the Indenture, the Subsidiary Guarantees, if any, or the 7-Year
Dollar Notes may be amended or supplemented for certain specified purposes,
including, among other things, to cure any ambiguity, defect or inconsistency,
to make any change that would provide any additional rights or benefits to the
Holders of the 7-Year Dollar Notes or surrender any right or power conferred
upon the Company or the Subsidiary Guarantors by the Indenture that does not
adversely affect the legal rights under the Indenture of any such Holder and to
comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act.

         12. DEFAULTS AND REMEDIES. Events of Default include in summary form:
(i) default in payment when due of the principal, the Change of Control or Asset
Sale Offer purchase price or premium, if any, on the 7-Year Dollar Notes; (ii)
default for 30 days in the payment when due of interest on or Liquidated
Damages, if any, with respect to the 7-Year Dollar Notes; (iii) default on any
other Debt of the Company or any Significant Subsidiary if either (a) such
default results from failure to pay principal of such Debt in excess of $25
million at Stated Maturity of such Debt, or (b) as a result of such default, the
maturity of such Debt has been accelerated, so that the same shall be or becomes
due and payable prior to the date on which the same would otherwise have become
due and payable and such acceleration shall not be rescinded or annulled within
30 days, and the principal amount of such Debt, together with the principal
amount of any other Debt of the Company or any Significant Subsidiary in
default, or the maturity of which has been accelerated, aggregates $25 million
or more; (iv) failure by the Company for 30 days after notice to the Company by
the Trustee or the Holders of at least 25% in aggregate principal amount of the
7-Year Dollar Notes then outstanding to comply with certain other covenants or
agreements in the Indenture or the 7-Year Dollar Notes (provided that no such
notice need be given, and an Event of Default shall occur 30 days after breach
of the covenants in Sections 4.06, 4.07, 4.08 or 5.01 of the Indenture); (v) the
failure by the Company or any Significant Subsidiary to pay final judgments by
courts of competent jurisdiction aggregating in excess of $25 million, which
judgments are not paid, discharged or stayed



                                      A-8
<PAGE>   128

for a period of 30 days; (vi) except as permitted by the Indenture, any
Subsidiary Guarantee shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in force and effect
or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary
Guarantor, shall deny or disaffirm its obligations under its Subsidiary
Guarantee; and (vii) certain events of bankruptcy or insolvency with respect to
the Company or certain Restricted Subsidiaries. Notwithstanding the foregoing,
in the case of an Event of Default arising from certain events of bankruptcy or
insolvency, with respect to the Company, any Restricted Subsidiary constituting
a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary, all outstanding 7-Year
Dollar Notes shall become due and payable without further action or notice.
Holders may not enforce the Indenture or the 7-Year Dollar Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
7-Year Dollar Notes notice of any continuing Default or Event of Default (except
a Default or Event of Default relating to a payment on the 7-Year Dollar Notes)
if it determines that withholding notice is in their interest.

         The Holders of a majority in aggregate principal amount of the 7-Year
Dollar Notes then outstanding by notice to the Trustee may on behalf of the
Holders of all of the 7-Year Dollar Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of principal of, or premium, interest or
Liquidated Damages, if any, on, the 7-Year Dollar Notes. The Company is required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required, upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

         13. TRUSTEE DEALINGS WITH THE COMPANY. The Trustee, initially Chase
Bank of Texas, National Association, under the Indenture, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         14. NO RECOURSE AGAINST OTHERS. A past, present or future director,
officer, partner, employee, incorporator, stockholder or member of the Company
or any Subsidiary Guarantor, as such, shall not have any liability for any
obligations of the Company or any Subsidiary Guarantor under the 7-Year Dollar
Notes, the Indenture or the Subsidiary Guarantees, or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder by
accepting a 7-Year Dollar Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the 7-Year
Dollar Notes.

         15. AUTHENTICATION. This 7-Year Dollar Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

         16. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT



                                      A-9
<PAGE>   129

TEN (= joint tenants with right of survivorship and not as tenants in common),
CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

         17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of February 18, 2000, among the Company and the parties named
on the signature pages thereof (the "Registration Rights Agreement").

         18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the 7-Year Dollar Notes and the Trustee may use
CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on
the 7-Year Dollar Notes or as contained in any notice of redemption or
repurchase and reliance may be placed only on the other identification numbers
placed thereon.

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

                                        Azurix Corp.
                                        333 Clay Street
                                        Houston, TX 77002
                                        U.S.A.
                                        Attention: Chief Financial Officer




                                      A-10
<PAGE>   130

                               FORM OF ASSIGNMENT

To assign this 7-Year Dollar Note, fill in the form below: (I) or (we) assign
and transfer this 7-Year Dollar Note to


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

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

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

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

and irrevocably appoint
                       ---------------------------------------------------------
to transfer this 7-Year Dollar Note on the books of the Company. The agent may
substitute another to act for him.


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

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


                                   Your Signature:
                                                  ------------------------------
                                   (Sign exactly as your name appears on the
                                   face of this 7-Year Dollar Note)



                                   Signature Guarantee:
                                                       -------------------------





                                      A-11
<PAGE>   131

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this 7-Year Dollar Note purchased by the
Company pursuant to Sections 3.09 and 4.07 or Section 4.06 of the Indenture,
check the box below:

         [ ] Sections 3.09 and 4.07   [ ] Section 4.06

         If you want to elect to have only part of the 7-Year Dollar Note
purchased by the Company pursuant to Sections 3.09 and 4.07 or Section 4.06 of
the Indenture, state the amount you elect to have purchased (must be an integral
multiple of $1,000):


$
 -----------------------

Date:                           Your Signature:
     ------------------------                  ---------------------------------
                                 (Sign exactly as your name appears on the Note)

                                Tax Identification No.:
                                                       -------------------------


                                Signature Guarantee:
                                                    ----------------------------





                                      A-12
<PAGE>   132

                                   SCHEDULE A

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

         The following exchanges of a part of this Global Note for an interest
in another Global Note of the same series or for a Definitive Registered Note of
the same series, or exchanges of a part of another Global Note of the same
series or Definitive Registered Note of the same series for an interest in this
Global Note, have been made:


<TABLE>
<CAPTION>
                                                                            PRINCIPAL AMOUNT           SIGNATURE OF
                                AMOUNT OF               AMOUNT OF          OF THIS GLOBAL NOTE          AUTHORIZED
                               DECREASE IN             INCREASE IN           FOLLOWING SUCH            SIGNATORY OF
                            PRINCIPAL AMOUNT        PRINCIPAL AMOUNT          DECREASE (OR              TRUSTEE OR
   DATE OF EXCHANGE        OF THIS GLOBAL NOTE     OF THIS GLOBAL NOTE          INCREASE)               DEPOSITARY
---------------------------------------------------------------------------------------------------------------------
<S>                        <C>                     <C>                     <C>                         <C>

</TABLE>





                                      A-13
<PAGE>   133

                                                                       EXHIBIT B

                          FORM OF 7-YEAR STERLING NOTE

                                 [Face of Note]

[FOR GLOBAL NOTES ONLY:] [THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A COMMON
DEPOSITARY OR A NOMINEE OF A COMMON DEPOSITARY, IN EACH CASE, AS AGENT FOR A
DEPOSITARY. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS TO
NOMINEES OF THE COMMON DEPOSITARY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.07 OF THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
EUROCLEAR SYSTEM ("EUROCLEAR") [OR CLEARSTREAM BANKING ("CLEARSTREAM")] TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR SUCH
OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR [OR
CLEARSTREAM] (AND ANY PAYMENT IS MADE TO THE COMMON DEPOSITARY OR SUCH OTHER
ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR [OR
CLEARSTREAM], ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE COMMON
DEPOSITARY, HAS AN INTEREST HEREIN.]

[FOR RESTRICTED NOTES ONLY:] [THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE OR OTHER SECURITIES LAWS. ACCORDINGLY, NEITHER THIS NOTE NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF OR OF
A BENEFICIAL INTEREST HEREIN, THE HOLDER:

         (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
         DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S.
         PERSON WHO IS ACQUIRING THE SECURITY IN AN "OFFSHORE TRANSACTION"
         PURSUANT TO RULE 903 OR RULE 904 OF REGULATION S,




                                      B-1
<PAGE>   134

         (2) AGREES THAT IT WILL NOT, PRIOR TO THE DATE THAT IS TWO YEARS AFTER
         THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF
         THIS NOTE) AND THE LAST DATE ON WHICH AZURIX CORP. (THE "COMPANY") OR
         ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE OR ANY
         PREDECESSOR OF THIS NOTE, OFFER, SELL, OR OTHERWISE TRANSFER THIS NOTE
         EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A
         REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
         SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
         RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
         "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
         SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
         A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
         TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
         AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
         WITHIN THE MEANING OF REGULATION S OR (E) PURSUANT TO ANOTHER AVAILABLE
         EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND

         (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS
         TRANSFERRED BY IT A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;

PROVIDED THAT THE COMPANY AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION
OF TRANSFER IN THE FORM APPEARING IN THE INDENTURE IS COMPLETED AND DELIVERED BY
THE TRANSFEROR TO THE TRUSTEE.]





                                      B-2
<PAGE>   135

                                                      ISIN No. [XS0108064709](1)
                                                               [XS0108064618](2)
                                                      Common Code [010806470](1)
                                                                  [010806461](2)

                                  AZURIX CORP.

                           10 3/8% SENIOR NOTE DUE 2007

No. ___                                                        (pound)__________

         Azurix Corp., a Delaware corporation (the "Company"), promises to pay
to ___________________________ or registered assigns, the principal sum of
_______________________________ Pounds Sterling [FOR GLOBAL NOTES ONLY:] [or
such greater or lesser amount as may from time to time be endorsed on the
Schedule of Exchanges of Interests in the Global Note] on February 15, 2007.


Interest Payment Dates: February 15 and August 15 of each year

Record Dates: February 1 and August 1 of each year

         Reference is hereby made to the further provisions of this 7-Year
Sterling Note 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 authorization hereon has been duly executed
by the Trustee referred to on the reverse hereof by manual signature, this
7-Year Sterling Note shall not be entitled to any benefit of the Indenture or be
valid or obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this 7-Year Sterling Note to
be signed manually or by facsimile by a duly authorized officer.


                                        AZURIX CORP.


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

--------

(1)     For 7-Year Sterling Notes sold in reliance on Rule 144A
(2)     For 7-Year Sterling Notes sold in reliance on Regulation S



                                      B-3
<PAGE>   136

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


This is one of the sterling-denominated 10 3/8% Senior Notes due 2007 referred
to in the within- mentioned Indenture.


CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
as Trustee



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

Date of authentication:
                        ------------------




                                      B-4
<PAGE>   137

                                 [BACK OF NOTE]

                          10 3/8% SENIOR NOTE DUE 2007

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

         1. INTEREST. The Company promises to pay interest on the principal

amount of this 7-Year Sterling Note at 10 3/8% per annum and shall pay the
Liquidated Damages payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. The Company shall pay interest and Liquidated
Damages, if any, semi-annually on February 15 and August 15 of each year, or if
any such day is not a Business Day, on the next succeeding Business Day (each,
an "Interest Payment Date"). Interest on the 7-Year Sterling Notes shall accrue
from the most recent date to which interest has been paid or, if no interest
has been paid, from February 18, 2000(3); provided, that if there is no
existing Default in the payment of interest, and if this 7-Year Sterling Note
is authenticated between a record date referred to on the face hereof and the
next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further that if the Exchange Offer
is consummated [FOR INITIAL NOTES ONLY:] [and Exchange Notes are issued in
exchange for this 7-Year Sterling Note in connection therewith, any accrued and
unpaid interest on this 7-Year Sterling Note shall be deemed to have accrued
with respect to, and shall be paid with respect to, such Exchange Notes] [FOR
EXCHANGE NOTES ONLY:] [and this 7-Year Sterling Note is issued in exchange for
Initial Notes in connection therewith, interest will accrue on this 7-Year
Sterling Note from the last day on which interest was paid on such Initial
Notes prior to the issuance of this 7-Year Sterling Note or, if no such
interest has been paid, from February 18, 2000(3)]; provided, further, that the
first Interest Payment Date shall be August 15, 2000(3). The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at the rate of 10 3/8% per annum. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue installments of interest and Liquidated Damages (without regard to
any applicable grace periods) from time to time on demand at the same rate to
the extent lawful. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

         2. METHOD OF PAYMENT. The Company shall pay interest on the 7-Year
Sterling Notes (except defaulted interest) and Liquidated Damages to the Persons
who are registered Holders of 7-Year Sterling Notes at the close of business on
the February 1 or August 1 next preceding the Interest Payment Date, even if
such 7-Year Sterling Notes are cancelled after such record date and on or before
such Interest Payment Date, except as provided in Section 2.13 of the Indenture
with respect to defaulted interest. The 7-Year Sterling Notes shall be payable
as to principal, premium, interest and Liquidated Damages, if any, at the office
or agency of the Company maintained for such purpose in the City of New York,
or, within Luxembourg, for so long as required by the Luxembourg Stock Exchange,
or, at the option of the Company, payment of interest and Liquidated Damages, if
any,

--------

(3)      For Subsequent Notes and related Exchange Notes, substitute applicable
         corresponding dates.



                                      B-5
<PAGE>   138

may be made by check mailed to the Holders at their addresses set forth on the
Register of Holders, and provided that payment by wire transfer of immediately
available funds shall be required with respect to principal of and interest,
premium and Liquidated Damages, if any, on, all 7-Year Sterling Notes in the
form of Global Notes and all other 7-Year Sterling Notes the Holders of which
shall have provided wire transfer instructions to the Company or the Paying
Agent. Such payment shall be in such coin or currency of the United Kingdom as
at the time of payment is legal tender for payment of public and private debts.

         3. PAYING AGENT AND REGISTRAR. Initially, Chase Bank of Texas, National
Association shall act as Principal Paying Agent and Registrar and Chase
Manhattan Bank Luxembourg S.A. shall act as Registrar and Paying Agent, for so
long as required by the Luxembourg Stock Exchange. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company or a
Subsidiary Guarantor, if any, may act in any such capacity.

         4. INDENTURE. The Company issued the 7-Year Sterling Notes under an
Indenture dated as of February 18, 2000 (the "Indenture") between the Company
and the Trustee. The terms of the 7-Year Sterling Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
7-Year Sterling Notes are subject to all such terms, and Holders are referred to
the Indenture and such Act for a statement of such terms. To the extent any
provision of this 7-Year Sterling Note conflicts with the express provisions of
the Indenture, the provisions of the Indenture shall govern and be controlling.
The 7-Year Sterling Notes are obligations of the Company limited to (pound)100
million in aggregate principal amount, plus, under certain circumstances the
Sterling Equivalent of an additional $50 million in aggregate principal amount.

         5. OPTIONAL REDEMPTION.

                  (a) The 7-Year Sterling Notes may be redeemed in whole or in
part at the Company's option at any time prior to maturity, upon not less than
30 nor more than 60 days' prior notice, at a redemption price equal to the then
outstanding principal amount of the 7-Year Sterling Notes being redeemed plus
accrued and unpaid interest thereon and Liquidated Damages, if any, to the date
of redemption plus a premium equal to the excess of (i) the present value at the
time of redemption of the principal amount of the 7-Year Sterling Notes being
redeemed and any required interest payments due of the 7-Year Sterling Notes
being redeemed through Stated Maturity, computed using a discount rate equal to
the Gilt Rate plus 50 basis points over (ii) the then outstanding principal
amount of the 7-Year Sterling Notes being redeemed.

                  (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to February 15, 2003, the Company may (but shall
not have the obligation to) redeem on any one or more occasions, up to 35% of
the aggregate principal amount of 7-Year Sterling Notes originally issued under
the Indenture at a redemption price equal to 110.375% of the principal amount
thereof, plus accrued and unpaid interest thereon and Liquidated Damages, if
any, to the redemption date, with all or part of the net cash proceeds of one or
more Public Equity Offerings; provided, however, that at least 65% in aggregate
principal amount of 7-Year Sterling Notes



                                      B-6
<PAGE>   139

originally issued under the Indenture remains outstanding immediately after the
occurrence of such redemption (excluding for purposes of determining the 7-Year
Sterling Notes that remain outstanding any 7-Year Sterling Notes held by the
Company or any Subsidiary); and provided further, that such redemption shall
occur within 60 days of the date of the closing of such Public Equity Offering.

         6. MANDATORY REDEMPTION. Except as set forth in paragraph 7 below, the
Company shall not be required to make mandatory redemption payments with respect
to the 7-Year Sterling Notes.

         7. REPURCHASE AT OPTION OF HOLDER.

                  (a) If there is a Change of Control, subject to the terms of
the Indenture, each Holder of 7-Year Sterling Notes shall have the right to
require the Company to repurchase all or any part (equal to (pound)1,000 or an
integral multiple thereof) of each Holder's 7-Year Sterling Notes at a purchase
price equal to 101% of the aggregate principal amount of the 7-Year Sterling
Notes repurchased plus accrued and unpaid interest thereon and Liquidated
Damages, if any, to the date of repurchase pursuant to a Change of Control Offer
in accordance with the provisions of the Indenture.

                  (b) When the aggregate amount of Excess Proceeds from any
Asset Sale exceeds $25.0 million, the Company shall make a pro rata offer to all
holders of Notes and all holders of other Senior Debt of the Company that is
pari passu with the Notes as set forth in the Indenture to purchase the maximum
principal amount of Notes and such other Senior Debt that may be purchased out
of the Excess Proceeds. The Company or such Restricted Subsidiary shall be
required to apply such Excess Proceeds to offer to repurchase Notes at an offer
price in cash in an amount equal to 100% of the principal amount thereof plus
accrued and unpaid interest, if any, thereon and Liquidated Damages, if any,
thereon to the date of purchase in accordance with the procedures set forth in
the Indenture.

         8. NOTICE OF REDEMPTION. Notice of redemption shall be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose 7-Year Sterling Notes are to be redeemed at its registered address as
recorded in the Register. 7-Year Sterling Notes in denominations larger than
(pound)1,000 may be redeemed in part but only in whole multiples of
(pound)1,000, unless all of the 7-Year Sterling Notes held by a Holder are to be
redeemed. On and after the redemption date interest and Liquidated Damages, if
any, cease to accrue on 7-Year Sterling Notes or portions thereof called for
redemption unless the Company defaults in making such redemption payment.

         9. DENOMINATIONS, TRANSFER, EXCHANGE. The 7-Year Sterling Notes are in
registered form without coupons in denominations of (pound)1,000 and integral
multiples of (pound)1,000. The transfer of 7-Year Sterling Notes may be
registered and 7-Year Sterling Notes may be exchanged as provided in the
Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish



                                      B-7
<PAGE>   140

appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any 7-Year Sterling
Note or portion of a 7-Year Sterling Note selected for redemption, except for
the unredeemed portion of any 7-Year Sterling Note being redeemed in part. Also,
it need not exchange or register the transfer of any 7-Year Sterling Note for a
period of 15 days before (i) any date fixed for the redemption of any Notes or
(ii) the day of any selection of Notes for redemption or during the period
between a record date and the corresponding Interest Payment Date, or of any
7-Year Sterling Note tendered (and not withdrawn) for repurchase in connection
with a Change of Control Offer or an Asset Sale Offer.

         10. PERSONS DEEMED OWNERS. The registered Holder of a 7-Year Sterling
Note may be treated as its owner for all purposes.

         11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Subsidiary Guarantees, if any, or the 7-Year Sterling Notes
may be amended or supplemented with the consent of the Holders of at least a
majority in aggregate principal amount of the then outstanding 7-Year Sterling
Notes and of each other series of Notes affected thereby, and any existing
default or compliance with any provision of the Indenture, the Subsidiary
Guarantees, if any, or the 7-Year Sterling Notes may be waived with the consent
of the Holders of a majority in aggregate principal amount of the then
outstanding 7-Year Sterling Notes and of each other series of Notes affected
thereby. Without the consent of any Holder of a 7-Year Sterling Note or any
Holder of any other series of Notes, the Indenture, the Subsidiary Guarantees,
if any, or the 7-Year Sterling Notes may be amended or supplemented for certain
specified purposes, including, among other things, to cure any ambiguity, defect
or inconsistency, to make any change that would provide any additional rights or
benefits to the Holders of the 7-Year Sterling Notes or surrender any right or
power conferred upon the Company or the Subsidiary Guarantors by the Indenture
that does not adversely affect the legal rights under the Indenture of any such
Holder and to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act.

         12. DEFAULTS AND REMEDIES. Events of Default include in summary form:
(i) default in payment when due of the principal, the Change of Control or Asset
Sale Offer Purchase Price or premium, if any, on the 7-Year Sterling Notes; (ii)
default for 30 days in the payment when due of interest on or Liquidated
Damages, if any, with respect to the 7-Year Sterling Notes; (iii) default on any
other Debt of the Company or any Significant Subsidiary if either (a) such
default results from failure to pay principal of such Debt in excess of $25
million at Stated Maturity of such Debt, or (b) as a result of such default, the
maturity of such Debt has been accelerated, so that the same shall be or becomes
due and payable prior to the date on which the same would otherwise have become
due and payable and such acceleration shall not be rescinded or annulled within
30 days, and the principal amount of such Debt, together with the principal
amount of any other Debt of the Company or any Significant Subsidiary in
default, or the maturity of which has been accelerated, aggregates $25 million
or more; (iv) failure by the Company for 30 days after notice to the Company by
the Trustee or the Holders of at least 25% in aggregate principal amount of the
7-Year Sterling Notes



                                      B-8
<PAGE>   141

then outstanding to comply with certain other covenants or agreements in the
Indenture or the 7-Year Sterling Notes (provided that no such notice need be
given, and an Event of Default shall occur 30 days after breach of the covenants
in Sections 4.06, 4.07, 4.08 or 5.01 of the Indenture); (v) the failure by the
Company or any Significant Subsidiary to pay final judgments by courts of
competent jurisdiction aggregating in excess of $25 million, which judgments are
not paid, discharged or stayed for a period of 30 days; (vi) except as permitted
by the Indenture, any Subsidiary Guarantee shall be held in any judicial
proceeding to be unenforceable or invalid or shall cease for any reason to be in
force and effect or any Subsidiary Guarantor, or any Person acting on behalf of
any Subsidiary Guarantor, shall deny or disaffirm its obligations under its
Subsidiary Guarantee; and (vii) certain events of bankruptcy or insolvency with
respect to the Company or certain Restricted Subsidiaries. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary
constituting a Significant Subsidiary or any group of Restricted Subsidiaries
that, taken together, would constitute a Significant Subsidiary, all outstanding
7-Year Sterling Notes shall become due and payable without further action or
notice. Holders may not enforce the Indenture or the 7-Year Sterling Notes
except as provided in the Indenture. Subject to certain limitations, Holders of
a majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the 7-Year Sterling Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to a payment on the
7-Year Sterling Notes) if it determines that withholding notice is in their
interest.

         The Holders of a majority in aggregate principal amount of the 7-Year
Sterling Notes then outstanding by notice to the Trustee may on behalf of the
Holders of all of the 7-Year Sterling Notes waive any existing Default or Event
of Default and its consequences under the Indenture except a continuing Default
or Event of Default in the payment of principal of, or premium, interest or
Liquidated Damages, if any, on, the 7-Year Sterling Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.

         13. TRUSTEE DEALINGS WITH THE COMPANY. The Trustee, initially Chase
Bank of Texas, National Association, under the Indenture, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         14. NO RECOURSE AGAINST OTHERS. A past, present or future director,
officer, partner, employee, incorporator, stockholder or member of the Company
or any Subsidiary Guarantor, as such, shall not have any liability for any
obligations of the Company or any Subsidiary Guarantor under the 7-Year Sterling
Notes, the Indenture or the Subsidiary Guarantees, or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder by
accepting a 7-Year Sterling Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the 7-Year
Sterling Notes.



                                      B-9
<PAGE>   142

         15. AUTHENTICATION. This 7-Year Sterling Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

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

         17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of February 18, 2000, among the Company and the parties named
on the signature pages thereof (the "Registration Rights Agreement").

         18. ISIN NUMBERS/COMMON CODE NUMBERS. The Company has caused ISIN
numbers/ Common Code numbers to be printed on the 7-Year Sterling Notes and the
Trustee may use ISIN numbers/Common Code numbers in notices of redemption as a
convenience to Holders. No representation is made as to the accuracy of such
numbers either as printed on the 7-Year Sterling Notes or as contained in any
notice of redemption or repurchase and reliance may be placed only on the other
identification numbers placed thereon.

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

                  Azurix Corp.
                  333 Clay Street
                  Houston, TX 77002
                  U.S.A.
                  Attention: Chief Financial Officer




                                      B-10
<PAGE>   143

                               FORM OF ASSIGNMENT

         To assign this 7-Year Sterling Note, fill in the form below: (I) or
(we) assign and transfer this 7-Year Sterling Note to


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

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

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

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

and irrevocably appoint
                       ---------------------------------------------------------
to transfer this 7-Year Sterling Note on the books of the Company. The agent may
substitute another to act for him.

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


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


                                  Your Signature:
                                                 -------------------------------
                                  (Sign exactly as your name appears on the face
                                  of this 7-Year Sterling Note)



                                   Signature Guarantee:
                                                       -------------------------




                                      B-11
<PAGE>   144

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this 7-Year Sterling Note purchased by the
Company pursuant to Sections 3.09 and 4.07 or Section 4.06 of the Indenture,
check the box below:

         [ ] Section 3.09 and 4.07   [ ] Section 4.06

         If you want to elect to have only part of the 7-Year Sterling Note
purchased by the Company pursuant to Sections 3.09 and 4.07 or Section 4.06 of
the Indenture, state the amount you elect to have purchased (must be an integral
multiple of (pound)1,000):

(pound)
       -------------------

Date:                           Your Signature:
      -------------------------                 --------------------------------
                                 (Sign exactly as your name appears on the Note)

                                Tax Identification No.:
                                                       -------------------------


                                Signature Guarantee:
                                                    ----------------------------





                                      B-12
<PAGE>   145

                                   SCHEDULE A

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

         The following exchanges of a part of this Global Note for an interest
in another Global Note of the same series or for a Definitive Registered Note of
the same series, or exchanges of a part of another Global Note of the same
series or Definitive Registered Note of the same series for an interest in this
Global Note, have been made:


<TABLE>
<CAPTION>
                                                                            PRINCIPAL AMOUNT           SIGNATURE OF
                                AMOUNT OF               AMOUNT OF          OF THIS GLOBAL NOTE          AUTHORIZED
                               DECREASE IN             INCREASE IN           FOLLOWING SUCH            SIGNATORY OF
                            PRINCIPAL AMOUNT        PRINCIPAL AMOUNT          DECREASE (OR              TRUSTEE OR
   DATE OF EXCHANGE        OF THIS GLOBAL NOTE     OF THIS GLOBAL NOTE          INCREASE)               DEPOSITARY
----------------------------------------------------------------------------------------------------------------------
<S>                        <C>                     <C>                     <C>                         <C>

</TABLE>





                                      B-13
<PAGE>   146

                                                                       EXHIBIT C

                           FORM OF 10-YEAR DOLLAR NOTE

                                 [Face of Note]


[FOR GLOBAL NOTES ONLY:] [THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL
NOTE SHALL BE LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY
OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF THIS
GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTION 2.07 OF THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC") TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[FOR RESTRICTED NOTES ONLY:] [THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE OR OTHER SECURITIES LAWS. ACCORDINGLY, NEITHER THIS NOTE NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF OR OF
A BENEFICIAL INTEREST HEREIN, THE HOLDER:

         (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
         DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S.
         PERSON WHO IS ACQUIRING THE SECURITY IN AN "OFFSHORE TRANSACTION"
         PURSUANT TO RULE 903 OR RULE 904 OF REGULATION S,




                                      C-1
<PAGE>   147

         (2) AGREES THAT IT WILL NOT, PRIOR TO THE DATE THAT IS TWO YEARS AFTER
         THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF
         THIS NOTE) AND THE LAST DATE ON WHICH AZURIX CORP. (THE "COMPANY") OR
         ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE OR ANY
         PREDECESSOR OF THIS NOTE, OFFER, SELL, OR OTHERWISE TRANSFER THIS NOTE
         EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A
         REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
         SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
         RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
         "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
         SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
         A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
         TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
         AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
         WITHIN THE MEANING OF REGULATION S OR (E) PURSUANT TO ANOTHER AVAILABLE
         EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND

         (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS
         TRANSFERRED BY IT A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;

PROVIDED THAT THE COMPANY AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION
OF TRANSFER IN THE FORM APPEARING IN THE INDENTURE IS COMPLETED AND DELIVERED BY
THE TRANSFEROR TO THE TRUSTEE.]




                                      C-2
<PAGE>   148

                                                      CUSIP No. [05501M AC 8](1)
                                                                [U05517 AC 8](2)


                                  AZURIX CORP.

                          10 3/4% SENIOR NOTE DUE 2010

No. ___                                                              $__________

         Azurix Corp., a Delaware corporation (the "Company"), promises to pay
to or registered assigns, the principal sum of Dollars [FOR GLOBAL NOTES ONLY:]
[or such greater or lesser amount as may from time to time be endorsed on the
Schedule of Exchanges of Interests in the Global Note] on February 15, 2010.


Interest Payment Dates: February 15 and August 15 of each year

Record Dates: February 1 and August 1 of each year

         Reference is hereby made to the further provisions of this 10-Year
Dollar Note 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 authorization hereon has been duly executed
by the Trustee referred to on the reverse hereof by manual signature, this
10-Year Dollar Note shall not be entitled to any benefit of the Indenture or be
valid or obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this 10-Year Dollar Note to
be signed manually or by facsimile by a duly authorized officer.


                                        AZURIX CORP.


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

--------

(1)     For 10-Year Dollar Notes sold in reliance on Rule 144A
(2)     For 10-Year Dollar Notes sold in reliance on Regulation



                                      C-3
<PAGE>   149

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION



This is one of the 10 3/4% Senior Notes due 2010 referred to in the
within-mentioned Indenture.


CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
as Trustee



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

Date of authentication:
                       -----------------




                                      C-4
<PAGE>   150

                                 [BACK OF NOTE]

                           10 3/4% SENIOR NOTE DUE 2010

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

         1. INTEREST. The Company promises to pay interest on the principal
amount of this 10-Year Dollar Note at 10 3/4% per annum and shall pay the
Liquidated Damages payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. The Company shall pay interest and Liquidated
Damages, if any, semi-annually on February 15 and August 15 of each year, or if
any such day is not a Business Day, on the next succeeding Business Day (each,
an "Interest Payment Date"). Interest on the 10-Year Dollar Notes shall accrue
from the most recent date to which interest has been paid or, if no interest
has been paid, from February 18, 2000(3); provided that if there is no existing
Default in the payment of interest, and if this 10-Year Dollar Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that if the Exchange Offer
is consummated [FOR INITIAL NOTES ONLY:] [and Exchange Notes are issued in
exchange for this 10-Year Dollar Note in connection therewith, any accrued and
unpaid interest on this 10-Year Dollar Note shall be deemed to have accrued
with respect to, and shall be paid with respect to, such Exchange Notes] [FOR
EXCHANGE NOTES ONLY:] [and this 10-Year Dollar Note is issued in exchange for
Initial Notes in connection therewith, interest will accrue on this 10-Year
Dollar Note from the last day on which interest was paid on such Initial Notes
prior to the issuance of this 10-Year Dollar Note or, if no such interest has
been paid, from February 18, 2000(3)]; provided, further, that the first
Interest Payment Date shall be August 15, 2000(3). The Company shall pay
interest (including post- petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at the rate of 10 3/4% per annum. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue installments of interest and Liquidated Damages (without regard to
any applicable grace periods) from time to time on demand at the same rate to
the extent lawful. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

         2. METHOD OF PAYMENT. The Company shall pay interest on the 10-Year
Dollar Notes (except defaulted interest) and Liquidated Damages to the Persons
who are registered Holders of 10-Year Dollar Notes at the close of business on
the February 1 or August 1 next preceding the Interest Payment Date, even if
such 10-Year Dollar Notes are cancelled after such record date and on or before
such Interest Payment Date, except as provided in Section 2.13 of the Indenture
with respect to defaulted interest. The 10-Year Dollar Notes shall be payable as
to principal, premium, interest and Liquidated Damages, if any, at the office or
agency of the Company maintained for such purpose in the City of New York, or,
at the option of the Company, payment of interest and Liquidated Damages, if
any, may be made by check mailed to the Holders at their addresses set forth on
the

--------

(3)      For Subsequent Notes and related Exchange Notes, substitute applicable
         corresponding dates.



                                      C-5
<PAGE>   151

Register of Holders, and provided that payment by wire transfer of immediately
available funds shall be required with respect to principal of and interest,
premium and Liquidated Damages, if any, on, all 10-Year Dollar Notes in the form
of Global Notes and all other 10-Year Dollar Notes the Holders of which shall
have provided wire transfer instructions to the Company or the Paying Agent.
Such payment shall be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts.

         3. PAYING AGENT AND REGISTRAR. Initially, Chase Bank of Texas, National
Association shall act as Principal Paying Agent and Registrar with respect to
the 10-Year Dollar Notes. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company or a Subsidiary Guarantor, if any, may
act in any such capacity.

         4. INDENTURE. The Company issued the 10-Year Dollar Notes under an
Indenture dated as of February 18, 2000 (the "Indenture") between the Company
and the Trustee. The terms of the 10-Year Dollar Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
10-Year Dollar Notes are subject to all such terms, and Holders are referred to
the Indenture and such Act for a statement of such terms. To the extent any
provision of this 10-Year Dollar Note conflicts with the express provisions of
the Indenture, the provisions of the Indenture shall govern and be controlling.
The 10-Year Dollar Notes are obligations of the Company limited to $200 million
in aggregate principal amount, plus, under certain circumstances an additional
$50 million in aggregate principal amount.

         5. OPTIONAL REDEMPTION.

                  (a) (i) The 10-Year Dollar Notes may be redeemed in whole or
         in part at the Company's option at any time on or after February 15,
         2005 upon not less than 30 nor more than 60 days' prior notice, at the
         redemption prices (expressed as percentages of the principal amount
         thereof) set forth below plus accrued and unpaid interest thereon and
         Liquidated Damages, if any, up to the applicable redemption date, if
         redeemed during the 12-month period beginning on February 15, of the
         years indicated below:

<TABLE>
<CAPTION>
         Year                                                        Percentage
         ----                                                        ----------
<S>                                                                  <C>
         2005........................................................105.375%
         2006........................................................103.583%
         2007........................................................101.792%
         2008 and thereafter.........................................100.000%
</TABLE>

                           (ii) The 10-Year Dollar Notes may be redeemed in
         whole or in part at the Company's option at any time prior to February
         15, 2005, upon not less than 30 nor more than 60 days' prior notice, at
         a redemption price equal to the then outstanding principal amount of
         the Notes being redeemed plus accrued and unpaid interest thereon and
         Liquidated Damages, if any, to the date of redemption plus a premium
         equal to the excess of (i) the



                                      C-6
<PAGE>   152

         present value at the time of redemption of the Company, the principal
         amount of the 10-Year Dollar Notes begin redeemed, plus premium thereon
         applicable to 10-Year Dollar Notes redeemable at the option of the
         Company on February 15, 2005, and any required interest payments due on
         the 10-Year Dollar Notes being redeemed through February 15, 2005,
         computed using a discount rate equal to the applicable Treasury Rate
         plus 50 basis points over (ii) the then outstanding principal amount of
         the 10-Year Dollar Notes being redeemed.

                  (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to February 15, 2003, the Company may (but shall
not have the obligation to) redeem on any one or more occasions, up to 35% of
the aggregate principal amount of 10-Year Dollar Notes originally issued under
the Indenture at a redemption price equal to 110.75% of the principal amount
thereof, plus accrued and unpaid interest thereon and Liquidated Damages, if
any, to the redemption date, with all or part of the net cash proceeds of one or
more Public Equity Offerings; provided, however, that at least 65% in aggregate
principal amount of 10-Year Dollar Notes originally issued under the Indenture
remains outstanding immediately after the occurrence of such redemption
(excluding for purposes of determining the 10-Year Dollar Notes that remain
outstanding any 10-Year Dollar Notes held by the Company or any Subsidiary);
and provided further, that such redemption shall occur within 60 days of the
date of the closing of such Public Equity Offering.

         6. MANDATORY REDEMPTION. Except as set forth in paragraph 7 below, the
Company shall not be required to make mandatory redemption payments with respect
to the 10-Year Dollar Notes.

         7. REPURCHASE AT OPTION OF HOLDER.

                  (a) If there is a Change of Control, subject to the terms of
the Indenture, each Holder of 10-Year Dollar Notes shall have the right to
require the Company to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of each Holder's 10-Year Dollar Notes at a purchase
price equal to 101% of the aggregate principal amount of the 10-Year Dollar
Notes repurchased plus accrued and unpaid interest thereon and Liquidated
Damages, if any, to the date of repurchase pursuant to a Change of Control Offer
in accordance with the provisions of the Indenture.

                  (b) When the aggregate amount of Excess Proceeds from any
Asset Sale exceeds $25.0 million, the Company shall make a pro rata offer to all
holders of Notes and all holders of other Senior Debt of the Company that is
pari passu with the Notes as set forth in the Indenture to purchase the maximum
principal amount of Notes and such other Senior Debt that may be purchased out
of the Excess Proceeds. The Company or such Restricted Subsidiary shall be
required to apply such Excess Proceeds to offer to repurchase Notes at an offer
price in cash in an amount equal to 100% of the principal amount thereof plus
accrued and unpaid interest, if any, thereon and Liquidated Damages, if any,
thereon to the date of purchase in accordance with the procedures set forth in
the Indenture.



                                      C-7
<PAGE>   153

         8. NOTICE OF REDEMPTION. Notice of redemption shall be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose 10-Year Dollar Notes are to be redeemed at its registered address as
recorded in the Register. 10-Year Dollar Notes in denominations larger than
$1,000 may be redeemed in part but only in whole multiples of $1,000, unless all
of the 10-Year Dollar Notes held by a Holder are to be redeemed. On and after
the redemption date interest and Liquidated Damages, if any, cease to accrue on
10-Year Dollar Notes or portions thereof called for redemption unless the
Company defaults in making such redemption payment.

         9. DENOMINATIONS, TRANSFER, EXCHANGE. The 10-Year Dollar Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of 10-Year Dollar Notes may be registered and
10-Year Dollar Notes may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any 10-Year Dollar
Note or portion of a 10-Year Dollar Note selected for redemption, except for the
unredeemed portion of any 10-Year Dollar Note being redeemed in part. Also, it
need not exchange or register the transfer of any 10-Year Dollar Note for a
period of 15 days before (i) any date fixed for the redemption of any Notes or
(ii) the day of any selection of Notes for redemption or during the period
between a record date and the corresponding Interest Payment Date, or of any
10-Year Dollar Note tendered (and not withdrawn) for repurchase in connection
with a Change of Control Offer or an Asset Sale Offer.

         10. PERSONS DEEMED OWNERS. The registered Holder of a 10-Year Dollar
Note may be treated as its owner for all purposes.

         11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Subsidiary Guarantees, if any, or the 10-Year Dollar Notes
may be amended or supplemented with the consent of the Holders of at least a
majority in aggregate principal amount of the then outstanding 10-Year Dollar
Notes and each other series of Notes affected thereby, and any existing default
or compliance with any provision of the Indenture, the Subsidiary Guarantees, if
any, or the 10-Year Dollar Notes may be waived with the consent of the Holders
of a majority in aggregate principal amount of the then outstanding 10-Year
Dollar Notes and each other series of Notes affected thereby. Without the
consent of any Holder of a 10-Year Dollar Note or any Holder of any other series
of Notes, the Indenture, the Subsidiary Guarantees, if any, or the 10-Year
Dollar Notes may be amended or supplemented for certain specified purposes,
including, among other things, to cure any ambiguity, defect or inconsistency,
to make any change that would provide any additional rights or benefits to the
Holders of the 10-Year Dollar Notes or surrender any right or power conferred
upon the Company or the Subsidiary Guarantors by the Indenture that does not
adversely affect the legal rights under the Indenture of any such Holder and to
comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act.



                                      C-8
<PAGE>   154

         12. DEFAULTS AND REMEDIES. Events of Default include in summary form:
(i) default in payment when due of the principal, the Change of Control or Asset
Sale Offer purchase price or premium, if any, on the 10-Year Dollar Notes; (ii)
default for 30 days in the payment when due of interest on or Liquidated
Damages, if any, with respect to the 10-Year Dollar Notes; (iii) default on any
other Debt of the Company or any Significant Subsidiary if either (a) such
default results from failure to pay principal of such Debt in excess of $25
million at Stated Maturity of such Debt, or (b) as a result of such default, the
maturity of such Debt has been accelerated, so that the same shall be or becomes
due and payable prior to the date on which the same would otherwise have become
due and payable and such acceleration shall not be rescinded or annulled within
30 days, and the principal amount of such Debt, together with the principal
amount of any other Debt of the Company or any Significant Subsidiary in
default, or the maturity of which has been accelerated, aggregates $25 million
or more; (iv) failure by the Company for 30 days after notice to the Company by
the Trustee or the Holders of at least 25% in aggregate principal amount of the
10-Year Dollar Notes then outstanding to comply with certain other covenants or
agreements in the Indenture or the 10-Year Dollar Notes (provided that no such
notice need be given, and an Event of Default shall occur 30 days after breach
of the covenants in Sections 4.06, 4.07, 4.08 or 5.01 of the Indenture); (v) the
failure by the Company or any Significant Subsidiary to pay final judgments by
courts of competent jurisdiction aggregating in excess of $25 million, which
judgments are not paid, discharged or stayed for a period of 30 days; (vi)
except as permitted by the Indenture, any Subsidiary Guarantee shall be held in
any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in force and effect or any Subsidiary Guarantor, or any Person
acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its
obligations under its Subsidiary Guarantee; and (vii) certain events of
bankruptcy or insolvency with respect to the Company or certain Restricted
Subsidiaries. Notwithstanding the foregoing, in the case of an Event of Default
arising from certain events of bankruptcy or insolvency, with respect to the
Company, certain Restricted Subsidiaries constituting a Significant Subsidiary
or any group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary, all outstanding 10-Year Dollar Notes shall become due
and payable without further action or notice. Holders may not enforce the
Indenture or the 10-Year Dollar Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders of the 10-Year Dollar Notes notice
of any continuing Default or Event of Default (except a Default or Event of
Default relating to a payment) if it determines that withholding notice is in
their interest.

         The Holders of a majority in aggregate principal amount of the 10-Year
Dollar Notes then outstanding by notice to the Trustee may on behalf of the
Holders of all of the 10-Year Dollar Notes waive any existing Default or Event
of Default and its consequences under the Indenture except a continuing Default
or Event of Default in the payment of principal of, or premium, interest or
Liquidated Damages, if any, on the 10-Year Dollar Notes. The Company is required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.



                                      C-9
<PAGE>   155

         13. TRUSTEE DEALINGS WITH THE COMPANY. The Trustee, initially Chase
Bank of Texas, National Association under the Indenture, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         14. NO RECOURSE AGAINST OTHERS. A past, present or future director,
officer, partner, employee, incorporator, stockholder or member of the Company
or any Subsidiary Guarantor, as such, shall not have any liability for any
obligations of the Company or any Subsidiary Guarantor under the 10-Year Dollar
Notes, the Indenture or the Subsidiary Guarantees, or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder by
accepting a 10-Year Dollar Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the 10-Year
Dollar Notes.

         15. AUTHENTICATION. This 10-Year Dollar Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

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

         17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of February 18, 2000, among the Company and the parties named
on the signature pages thereof (the "Registration Rights Agreement").

         18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the 10-Year Dollar Notes and the Trustee may use
CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on
the 10-Year Dollar Notes or as contained in any notice of redemption or
repurchase and reliance may be placed only on the other identification numbers
placed thereon.

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

                  Azurix Corp.
                  333 Clay Street
                  Houston, TX 77002
                  U.S.A.
                  Attention: Chief Financial Officer




                                      C-10
<PAGE>   156

                               FORM OF ASSIGNMENT

       To assign this 10-Year Dollar Note, fill in the form below: (I) or (we)
assign and transfer this 10-Year Dollar Note to


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

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

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

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

and irrevocably appoint
                       ---------------------------------------------------------
to transfer this 10-Year Dollar Note on the books of the Company. The agent may
substitute another to act for him.


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

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


                                  Your Signature:
                                                 -------------------------------
                                  (Sign exactly as your name appears on the face
                                  of this 10-Year Dollar Note)



                                  Signature Guarantee:
                                                      --------------------------





                                      C-11
<PAGE>   157

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this 10-Year Dollar Note purchased by the
Company pursuant to Sections 3.09 and 4.07 or Section 4.06 of the Indenture,
check the box below:

         [ ] Section 3.09 and 4.07   [ ] Section 4.06

         If you want to elect to have only part of the 10-Year Dollar Note
purchased by the Company pursuant to Sections 3.09 and 4.07 or Section 4.06 of
the Indenture, state the amount you elect to have purchased (must be an integral
multiple of $1,000):

$
 ----------------

Date:                           Your Signature:
      -----------------------                  ---------------------------------
                                 (Sign exactly as your name appears on the Note)

                                Tax Identification No.:
                                                       -------------------------


                                Signature Guarantee:
                                                    ----------------------------





                                      C-12
<PAGE>   158

                                   SCHEDULE A

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

         The following exchanges of a part of this Global Note for an interest
in another Global Note of the same series or for a Definitive Registered Note of
the same series, or exchanges of a part of another Global Note of the same
series or Definitive Registered Note of the same series for an interest in this
Global Note, have been made:


<TABLE>
<CAPTION>
                                                                            PRINCIPAL AMOUNT           SIGNATURE OF
                                AMOUNT OF               AMOUNT OF          OF THIS GLOBAL NOTE          AUTHORIZED
                               DECREASE IN             INCREASE IN           FOLLOWING SUCH            SIGNATORY OF
                            PRINCIPAL AMOUNT        PRINCIPAL AMOUNT          DECREASE (OR              TRUSTEE OR
   DATE OF EXCHANGE        OF THIS GLOBAL NOTE     OF THIS GLOBAL NOTE          INCREASE)               DEPOSITARY
------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                     <C>                     <C>                         <C>

</TABLE>




                                      C-13
<PAGE>   159

                                                                       EXHIBIT D

                         FORM OF CERTIFICATE OF TRANSFER

Azurix Corp.
333 Clay Street, 10th Floor
Houston, Texas 77002
United States

Chase Bank of Texas, National Association
55 Water Street, North Building
Room 234, Windows 20 and 21
15th Floor
New York, New York 10041
United States

         Re:   [10 3/8] [10 3/4]% Senior Notes due [2007] [2010] of Azurix Corp.

         Reference is hereby made to the Indenture, dated as of February 18,
2000 (the "Indenture"), between Azurix Corp., as issuer (the "Company"), and
Chase Bank of Texas, National Association, as trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.

         ___________________, (the "Transferor") owns and proposes to transfer
the Notes [or interest in such Notes] specified in Annex A hereto, in a
principal amount of[$] [(pound)] ___________ (the "Transfer"), to
___________________________ (the "Transferee"), as further specified in Annex A
hereto. In connection with the Transfer, the Transferor hereby certifies that:

         [CHECK ALL THAT APPLY]

         1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE U.S. GLOBAL NOTE OR A DEFINITIVE REGISTERED NOTE PURSUANT TO RULE 144A.
The Transfer is being effected pursuant to and in accordance with Rule 144A
under the United States Securities Act of 1933, as amended (the "Securities
Act"), and, accordingly, the Transferor hereby further certifies that the
Book-Entry Interest or Definitive Registered Note is being transferred to a
Person that the Transferor reasonably believed and believes is purchasing the
Book-Entry Interest or Definitive Registered Note for its own account, or for
one or more accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is a "qualified institutional
buyer" within the meaning of Rule 144A in a transaction meeting the requirements
of Rule 144A and such Transfer is in compliance with any applicable blue sky
securities laws of any state of the United States. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred
Book-Entry Interest or Definitive Registered Note will be



                                      D-1
<PAGE>   160

subject to the restrictions on transfer enumerated in the Restricted Note Legend
printed on the U.S. Global Note and/or the Definitive Registered Note and in the
Indenture and the Securities Act.

         2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BOOK-ENTRY INTEREST
IN THE INTERNATIONAL GLOBAL NOTE OR A DEFINITIVE REGISTERED NOTE PURSUANT TO
REGULATION S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believe that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market, and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act and (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred Book-Entry Interest or Definitive
Registered Note will be subject to the restrictions on Transfer enumerated in
the Restricted Note Legend printed on the International Global Note and/or the
Definitive Registered Note and in the Indenture and the Securities Act.

         3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BOOK-ENTRY INTEREST IN THE U.S. GLOBAL NOTE OR A DEFINITIVE REGISTERED NOTE
PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR
REGULATION S. The Transfer is being effected in compliance with the transfer
restrictions applicable to Book-Entry Interests in Restricted Global Notes and
Restricted Definitive Registered Notes and pursuant to and in accordance with
the Securities Act and any applicable blue sky securities laws of any state of
the United States, and accordingly the Transferor hereby further certifies that
(check one):

                  (a) [ ] such Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act; or

                  (b) [ ] such Transfer is being effected to the Company or a
subsidiary thereof; or

                  (c) [ ] such Transfer is being effected to an institutional
"Accredited Investor," as defined in Rule 501(A)(1), (2), (3) or (7) of
Regulation D under the Securities Act, and pursuant to an exemption from the
registration requirements of the Securities Act other than Rule 144A, Rule 144,
Rule 903 or Rule 904, and the Transferor hereby further certifies that it has
not engaged in any general solicitation within the meaning of Regulation D under
the Securities Act and the Transfer complies with the transfer restrictions
applicable to Book-Entry Interests in a Restricted Global Note or Restricted
Definitive Registered Notes and the requirements of the exemption claimed, which
certification is supported by (1) a certificate executed by the Transferee in
the form



                                      D-2
<PAGE>   161

of Exhibit F to the Indenture and (2) if such Transfer is in respect of a
principal amount of Notes at the time of transfer of less than $250,000 or
(pound)250,000, as applicable, an Opinion of Counsel provided by the Transferor
or the Transferee (a copy of which the Transferor has attached to this
certification), to the effect that such Transfer is in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred Book-Entry Interest or Definitive
Registered Note will be subject to the restrictions on transfer enumerated in
the Restricted Note Legend printed on the Restricted Global Note and/or the
Restricted Definitive Registered Notes and in the Indenture and the Securities
Act.

         4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BOOK-ENTRY INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR AN UNRESTRICTED DEFINITIVE REGISTERED NOTE.
The Transfer is being effected pursuant to an effective registration statement
under the Securities Act and in compliance with the prospectus delivery
requirements of the Securities Act. Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred Book-Entry
Interest or Definitive Registered Note will not be subject to the restrictions
on transfer enumerated in the Restricted Note Legend.

         This certificate and the statements contained herein are made for your
benefit.



                                        ----------------------------------------
                                        [Insert Name of Transferor]



                                        By:
                                            ------------------------------------

                                        Name:
                                        Title:


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





                                      D-3
<PAGE>   162

                       ANNEX A TO CERTIFICATE OF TRANSFER


         1. The Transferor owns and proposes to transfer the following:

                         [CHECK ONE OF (a), (b) or (c)]

                  (a) [ ] a Book-Entry Interest in the:

                           (i)   [ ] Sterling U.S. Global Note (ISIN ________;
         Common Code ________), held through Participant Account __________, or

                           (ii)  [ ] Dollar U.S. Global Note (CUSIP________),
         held through Participant Account __________, or

                           (iii) [ ] Sterling International Global Note (ISIN
         ________; Common Code ________), held through Participant Account
         __________, or

                           (iv)  [ ] Dollar International Global Note (CUSIP
         ________), held through Participant Account __________, or

                  (b) [ ] a Sterling Restricted Definitive Registered Note; or

                  (c) [ ] a Dollar Restricted Definitive Registered Note.

         2. After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                  (a) [ ] a Book-Entry Interest in the:*

                           (i)   [ ] Sterling U.S. Global Note (ISIN ________;
         Common Code ________), held through Participant Account __________, or

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

* A Definitive Registered Note or an interest in a Global Note may only be
transferred to a person that takes delivery thereof in the form of a Definitive
Registered Note or an interest in a Global Note of the same series.



                                      D-4
<PAGE>   163

                           (ii) [ ] Dollar U.S. Global Note (CUSIP________),
         held through Participant Account __________, or

                           (iii) [ ] Sterling International Global Note (ISIN
         ________; Common Code ________), held through Participant Account
         __________, or

                           (iv) [ ] Dollar International Global Note (CUSIP
         ________), held through Participant Account __________, or

                           (v) [ ] Sterling Unrestricted Global Note (ISIN
         ________; Common Code ________), held through Participant Account
         __________, or

                           (vi) [ ] Dollar Unrestricted Global Note (CUSIP
         ________) held through Participant Account __________; or

                  (b) [ ] a Sterling Restricted Definitive Registered Note; or

                  (c) [ ] a Dollar Restricted Definitive Registered Note; or

                  (d) [ ] a Sterling Unrestricted Definitive Registered Note; or

                  (e) [ ] a Dollar Unrestricted Definitive Registered Note.





                                      D-5
<PAGE>   164

                                                                       EXHIBIT E

                         FORM OF CERTIFICATE OF EXCHANGE

Azurix Corp.
333 Clay Street, 10th Floor
Houston, Texas 77002
United States

Chase Bank of Texas, National Association
55 Water Street, North Building
Room 234, Windows 20 and 21
15th Floor
New York, New York 10041
United States

          Re:  [10 3/8] [10 3/4]% Senior Notes due [2007] [2010] of Azurix Corp.

          (CUSIP ________; ISIN ________; Common Code ________)

         Reference is hereby made to the Indenture, dated as of February 18,
2000 (the "Indenture"), between Azurix Corp., as issuer (the "Company"), and
Chase Bank of Texas, National Association, as trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.

         __________________________, (the "Owner") owns and proposes to exchange
the Notes [or interest in such Notes] specified on Annex A hereto, in a
principal amount of [$] [(pound)] ____________ (the "Exchange"). In connection
with the Exchange, the Owner hereby certifies that:

         1. EXCHANGE OF RESTRICTED DEFINITIVE REGISTERED NOTES OR BOOK-ENTRY
INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE REGISTERED NOTES
OR BOOK-ENTRY INTERESTS IN RESTRICTED GLOBAL NOTES

                  (a) [ ] CHECK IF EXCHANGE IS FROM BOOK-ENTRY INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE REGISTERED NOTE. In connection
with the Exchange of the Owner's Book-Entry Interest in a Restricted Global Note
for a Restricted Definitive Registered Note with an equal principal amount, the
Owner hereby certifies that the Restricted Definitive Registered Note is being
acquired for the Owner's own account without transfer. Upon consummation of the
proposed Exchange in accordance with the terms of the Indenture, the Restricted
Definitive Registered Note issued will continue to be subject to the
restrictions on transfer enumerated in the Restricted Note Legend printed on the
Restricted Definitive Registered Note and in the Indenture and the Securities
Act.



                                      E-1
<PAGE>   165

                  (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED
DEFINITIVE REGISTERED NOTE TO BOOK-ENTRY INTEREST IN A RESTRICTED GLOBAL NOTE.
In connection with the Exchange of the Owner's Restricted Definitive Registered
Note for a Book-Entry Interest in a Restricted Global Note with an equal
principal amount, the Owner hereby certifies that the Book-Entry Interest is
being acquired for the Owner's own account without transfer. Upon consummation
of the proposed Exchange in accordance with the terms of the Indenture, the
Book-Entry Interest will continue to be subject to the restrictions on transfer
enumerated in the Restricted Note Legend printed on the Restricted Global Note
and in the Indenture and the Securities Act.

         This certificate and the statements contained herein are made for your
benefit.


                                        [Insert Name of Owner]


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


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






                                      E-2
<PAGE>   166

                       ANNEX A TO CERTIFICATE OF EXCHANGE

         1. The Owner currently owns and proposes to Exchange the following:

                         [CHECK ONE OF (a), (b) or (c)]

                  (a) [ ] a Book-Entry Interest in the:

                           (i)   [ ] Sterling U.S. Global Note (ISIN ________;
         Common Code ________), held through Participant Account __________, or

                           (ii)  [ ] Dollar U.S. Global Note (CUSIP________),
         held through Participant Account __________, or

                           (iii) [ ] Sterling International Global Note (ISIN
         ________; Common Code ________), held through Participant Account
         __________, or

                           (iv)  [ ] Dollar International Global Note (CUSIP
         ________), held through Participant Account __________, or

                  (b) [ ] a Sterling Restricted Definitive Registered Note, or

                  (c) [ ] a Dollar Restricted Definitive Registered Note.

         2. After the Exchange the Owner will hold:

                                   [CHECK ONE]

                  (a) [ ] a Book-Entry Interest in the:*

                           (i)   [ ] Sterling U.S. Global Note (ISIN ________;
         Common Code ________), through Participant Account __________, or

                           (ii) [ ] Dollar U.S. Global Note (CUSIP________),
         through Participant Account __________, or


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

* A Definitive Registered Note or an interest in a Global Note may only be
exchanged for a Definitive Registered Note or an interest in a Global Note of
the same series.



                                      E-3
<PAGE>   167

                           (iii) [ ] Sterling International Global Note (ISIN
         ________; Common Code ________), through Participant Account
         __________, or

                           (iv)  [ ] Dollar International Global Note (CUSIP
         ________), through Participant Account __________, or

                  (b) [ ] a Sterling Restricted Definitive Registered Note; or

                  (c) [ ] a Dollar Restricted Definitive Registered Note.

         3. The Owner requests that Definitive Registered Notes be registered in
the following name:


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

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

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

and sent to the Owner at the following address:


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

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

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






                                      E-4
<PAGE>   168

                                    EXHIBIT F

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Azurix Corp.
333 Clay Street, 10th Floor
Houston, Texas 77002
United States

Chase Bank of Texas, National Association
55 Water Street, North Building
Room 234, Windows 20 and 21
15th Floor
New York, New York 10041
United States

          Re:  [10 3/8] [10 3/4]% Senior Notes due [2007] [2010] of Azurix Corp.

         Reference is hereby made to the Indenture, dated as of February 18,
2000 (the "Indenture"), between Azurix Corp., as issuer (the "Company"), and
Chase Bank of Texas National Association, as trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.

         In connection with our proposed purchase of [$] [(pound)] ____________
aggregate principal amount of:

                  (a) [ ] a Book-Entry Interest in a Global Note, or

                  (b) [ ] a Definitive Registered Note,

         we confirm that:

         1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

         2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A



                                      F-1
<PAGE>   169

under the Securities Act to a "qualified institutional buyer" (as defined
therein), (C) to an institutional "accredited investor" (as defined below) that,
prior to such transfer, furnishes (or has furnished on its behalf by a U.S.
broker-dealer) to you a signed letter substantially in the form of this letter
and, if such transfer is in respect of a principal amount of Notes, at the time
of transfer of less than $250,000 or (pound)250,000, as applicable, an Opinion
of Counsel in form reasonably acceptable to the Company to the effect that such
transfer is in compliance with the Securities Act, (D) in accordance with Rule
903 or 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144 under the Securities Act, (F) in accordance with another
exemption from the registration requirements of the Securities Act (and based
upon an Opinion of Counsel acceptable to the Company) or (G) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing the Definitive Registered Note or Book-Entry
Interest in a Global Note from us in a transaction meeting the requirements of
clauses (A) through (F) of this paragraph a notice advising such purchaser that
resales thereof are restricted as stated herein.

         3. We understand that, on any proposed resale of the Notes or
Book-Entry Interest therein, we will be required to furnish to you such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.

         4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

         5. We are acquiring the Notes or Book-Entry Interest therein purchased
by us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion without a view to distribution thereof and without any
present intention of selling such Notes or Book-Entry Interests in a transaction
that would violate the Securities Act.

         You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.


                                   [Insert Name of Accredited Investor]


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

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




                                      F-2
<PAGE>   170

                                                                       EXHIBIT G

                           FORM OF GUARANTEE NOTATION

         Subject to the limitations set forth in the Indenture (the "Indenture")
referred to in the Note upon which this notation is endorsed, each of the
entities listed on Schedule A hereto (hereinafter referred to as the "Subsidiary
Guarantors", which term includes any successor or additional Subsidiary
Guarantor under the Indenture (i) has unconditionally guaranteed (a) the due and
punctual payment of the principal of and interest on the Notes, whether at
maturity or interest payment date, by acceleration, call for redemption or
otherwise, (b) the due and punctual payment of interest on the overdue principal
of and (if lawful) interest on the Notes, (c) the due and punctual performance
of all other Obligations of the Company to the Holders or the Trustee, all in
accordance with the terms set forth in the Indenture, and (d) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, the 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 and (ii) has agreed to pay any and all
costs and expenses (including reasonable attorneys' fees) incurred by the
Trustee or any Holder in enforcing any rights under this Guarantee. This
Guarantee Notation is subject to the limitations set forth in the Indenture,
including Article X thereof.

         No member, stockholder, partner, officer, employee, director or
incorporator, as such, past, present or future, of the Subsidiary Guarantors
shall have any personal liability under this Subsidiary Guarantee by reason of
his or its status as such member, manager, partner, stockholder, officer,
employee, director or incorporator.

         The Subsidiary Guarantee shall be binding upon each Subsidiary
Guarantor and its successors and assigns and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges herein conferred upon that party shall automatically extend to and be
vested in such transferee or assignee, all subject to the terms and conditions
hereof.

         Each Subsidiary Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
notation of Subsidiary Guarantee is noted shall have been executed by the
Trustee under the Indenture by the manual signature of one of its authorized
officers.

         Certain of the Subsidiary Guarantors may be released from their
Subsidiary Guarantees upon the terms and subject to the conditions provided in
the Indenture.


                                   EACH ENTITY LISTED ON SCHEDULE A HERETO

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




                                       G-1
<PAGE>   171

                                                                       EXHIBIT H

                             SUPPLEMENTAL INDENTURE

         This SUPPLEMENTAL INDENTURE, dated as of __________ ___, ____, is among
Azurix Corp., a Delaware corporation (the "Company"), each of the parties
identified under the caption "Subsidiary Guarantors" on the signature page
hereto (the "Subsidiary Guarantors") and Chase Bank of Texas, National
Association, as Trustee.


                                    RECITALS

         WHEREAS, the Company, the Subsidiary Guarantors and the Trustee entered
into an Indenture, dated as of February 18, 2000 (the "Indenture"), pursuant to
which the Company has originally issued $______________ in principal amount of
dollar-denominated 10 3/8% Senior Notes due 2007, (pound)______ in principal
amount of sterling-denominated 10 3/8% Senior Notes due 2007 and $_______ in
principal amount of dollar-denominated 10 3/4% Senior Notes due 2010 (
collectively, the "Notes"); and

         WHEREAS, Section 9.01(d) of the Indenture provides that the Company,
the Subsidiary Guarantors, if any, and the Trustee may amend or supplement the
Indenture in order to execute and deliver a guarantee (a "Subsidiary Guarantee")
to comply with Sections 4.13 and 10.09 thereof without the consent of the
Holders of the Notes; and

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

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

                                    ARTICLE 1

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

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




                                      H-1
<PAGE>   172

                                    ARTICLE 2

         From this date, in accordance with Section 10.09 and by executing this
Supplemental Indenture and the accompanying notation of Subsidiary Guarantee (a
copy of which is attached hereto), the Subsidiary Guarantors whose signatures
appear below are subject to the provisions of the Indenture to the extent
provided for in Article X thereunder.

                                    ARTICLE 3

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

         SECTION 3.02. Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be
assumed, by the Trustee by reason of this Supplemental Indenture. This
Supplemental Indenture is executed and accepted by the Trustee subject to all
the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made
applicable to the Trustee with respect hereto.

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

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

                          [NEXT PAGE IS SIGNATURE PAGE]



                                      H-2
<PAGE>   173

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

                                             AZURIX CORP.



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



                                             SUBSIDIARY GUARANTORS

                                             [_____________________]



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



                                             CHASE BANK OF TEXAS, NATIONAL
                                             ASSOCIATION, as Trustee



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




                                      H-3