<PAGE>   1
                                                                    EXHIBIT 4(a)


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                         ANADARKO PETROLEUM CORPORATION



                                       AND



                              The Bank of New York

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

                                     Trustee

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



                                    INDENTURE

                          DATED AS OF       [__], 2001



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



                             SENIOR DEBT SECURITIES



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<PAGE>   2
                         ANADARKO PETROLEUM CORPORATION

   RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND
                    INDENTURE, DATED AS OF SEPTEMBER 1, 1997

<TABLE>
<CAPTION>
TRUST INDENTURE ACT
      SECTION                                                                                      INDENTURE SECTION
<S>                                                                                                <C>
Section 310(a)(1)     ..........................................................................   609.
           (a)(2)     ..........................................................................   609
           (a)(3)     ..........................................................................   Not Applicable
           (a)(4)     ..........................................................................   Not Applicable
           (a)(5)     ..........................................................................   609
           (b)        ..........................................................................   608
Section 311           ..........................................................................   613
Section 312(a)        ..........................................................................   701
                      ..........................................................................   702(a)
           (b)        ..........................................................................   702(b)
           (c)        ..........................................................................   702(c)
Section 313(a)        ..........................................................................   703
           (b)        ..........................................................................   *
           (c)        ..........................................................................   *
           (d)        ..........................................................................   703
Section 314(a)        ..........................................................................   704
           (a)(4)     ..........................................................................   1006
           (b)        ..........................................................................   Not Applicable
           (c)(1)     ..........................................................................   102
           (c)(2)     ..........................................................................   102
           (c)(3)     ..........................................................................   Not Applicable
           (d)        ..........................................................................   Not Applicable
           (e)        ..........................................................................   102
Section 315(a)        ..........................................................................   601(a)
           (b)        ..........................................................................   602
           (c)        ..........................................................................   601(b)
           (d)        ..........................................................................   601(c)
           (d)(1)     ..........................................................................   601(a)(1)
           (d)(2)     ..........................................................................   601(c)(2)
           (d)(3)     ..........................................................................   601(c)(3)
           (e)        ..........................................................................   514
Section 316(a)        ..........................................................................   101
           (a)(1)(A)  ..........................................................................   502, 512
           (a)(1)(B)  ..........................................................................   513
           (a)(2)     ..........................................................................   Not Applicable
           (b)        ..........................................................................   508
           (c)        ..........................................................................   104(d)
Section 317(a)(1)     ..........................................................................   503
           (a)(2)     ..........................................................................   504
           (b)        ..........................................................................   1003
Section 318(a)        ..........................................................................   107
</TABLE>

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.
* Deemed included pursuant to Section 318(c) of the Trust Indenture Act
<PAGE>   3
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                       PAGE
<S>                                                                                    <C>
PARTIES .............................................................................    1
RECITALS OF THE COMPANY .............................................................    1

                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

   SECTION 101.    DEFINITIONS ......................................................    1
   SECTION 102.    COMPLIANCE CERTIFICATES AND OPINIONS .............................    7
   SECTION 103.    FORM OF DOCUMENTS DELIVERED TO TRUSTEE ...........................    8
   SECTION 104.    ACTS OF HOLDERS ..................................................    8
   SECTION 105.    NOTICES, ETC., TO TRUSTEE AND COMPANY ............................    9
   SECTION 106.    NOTICE TO HOLDERS; WAIVER ........................................   10
   SECTION 107.    CONFLICT WITH TRUST INDENTURE ACT ................................   10
   SECTION 108.    EFFECT OF HEADINGS AND TABLE OF CONTENTS .........................   10
   SECTION 109.    SUCCESSORS AND ASSIGNS ...........................................   10
   SECTION 110.    SEPARABILITY CLAUSE ..............................................   10
   SECTION 111.    BENEFITS OF INDENTURE ............................................   10
   SECTION 112.    GOVERNING LAW ....................................................   11
   SECTION 113.    LEGAL HOLIDAYS ...................................................   11
   SECTION 114.    SECURITIES IN A COMPOSITE CURRENCY, CURRENCY UNIT, FOREIGN
                   CURRENCY OR IN ECU ...............................................   11
   SECTION 115.    JUDGMENT CURRENCY ................................................   12

                                   ARTICLE TWO
                                 SECURITY FORMS

   SECTION 201.    FORMS GENERALLY ..................................................   12
   SECTION 202.    FORM OF FACE OF SECURITY .........................................   13
   SECTION 203.    FORM OF REVERSE OF SECURITY ......................................   15
   SECTION 204.    GLOBAL SECURITIES ................................................   19
   SECTION 205.    FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION ..................   20

                                  ARTICLE THREE
                                 THE SECURITIES

   SECTION 301.    AMOUNT UNLIMITED; ISSUABLE IN SERIES .............................   20
   SECTION 302.    DENOMINATIONS ....................................................   23
   SECTION 303.    EXECUTION, AUTHENTICATION, DELIVERY AND DATING ...................   23
   SECTION 304.    TEMPORARY SECURITIES .............................................   25
   SECTION 305.    REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE ..............   25
   SECTION 306.    MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES .................   28
   SECTION 307.    PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED ...................   28
   SECTION 308.    PERSONS DEEMED OWNERS ............................................   29
   SECTION 309.    CANCELLATION .....................................................   30
   SECTION 310.    COMPUTATION OF INTEREST ..........................................   30
   SECTION 311.    CUSIP NUMBERS ....................................................   30
</TABLE>


                                       i
<PAGE>   4
<TABLE>
<S>                                                                                     <C>
                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

   SECTION 401.    SATISFACTION AND DISCHARGE OF INDENTURE ..........................   30
   SECTION 402.    APPLICATION OF TRUST MONEY .......................................   31

                                  ARTICLE FIVE
                                    REMEDIES

   SECTION 501.    EVENTS OF DEFAULT ................................................   32
   SECTION 502.    ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT ...............   33
   SECTION 503.    COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE ..   34
   SECTION 504.    TRUSTEE MAY FILE PROOFS OF CLAIM .................................   35
   SECTION 505.    TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES ......   35
   SECTION 506.    APPLICATION OF MONEY COLLECTED ...................................   36
   SECTION 507.    LIMITATION ON SUITS ..............................................   36
   SECTION 508.    UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
                   AND INTEREST .....................................................   37
   SECTION 509.    RESTORATION OF RIGHTS AND REMEDIES ...............................   37
   SECTION 510.    RIGHTS AND REMEDIES CUMULATIVE ...................................   37
   SECTION 511.    DELAY OR OMISSION NOT WAIVER .....................................   37
   SECTION 512.    CONTROL BY HOLDERS ...............................................   37
   SECTION 513.    WAIVER OF PAST DEFAULTS ..........................................   38
   SECTION 514.    UNDERTAKING FOR COSTS ............................................   38
   SECTION 515.    WAIVER OF USURY, STAY OR EXTENSION LAWS ..........................   38

                                   ARTICLE SIX
                                   THE TRUSTEE

   SECTION 601.    CERTAIN DUTIES AND RESPONSIBILITIES ..............................   39
   SECTION 602.    NOTICE OF DEFAULTS ...............................................   40
   SECTION 603.    CERTAIN RIGHTS OF TRUSTEE ........................................   40
   SECTION 604.    NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES ...........   41
   SECTION 605.    MAY HOLD SECURITIES ..............................................   42
   SECTION 606.    MONEY HELD IN TRUST ..............................................   42
   SECTION 607.    COMPENSATION AND REIMBURSEMENT ...................................   42
   SECTION 608.    DISQUALIFICATION; CONFLICTING INTERESTS ..........................   43
   SECTION 609.    CORPORATE TRUSTEE REQUIRED; ELIGIBILITY ..........................   43
   SECTION 610.    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR ................   43
   SECTION 611.    ACCEPTANCE OF APPOINTMENT BY SUCCESSOR ...........................   45
   SECTION 612.    MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS ......   46
   SECTION 613.    PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY ................   46
   SECTION 614.    APPOINTMENT OF AUTHENTICATING AGENT ..............................   46

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

   SECTION 701.    COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS ........   48
   SECTION 702.    PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS ...........   48
</TABLE>


                                       ii
<PAGE>   5
<TABLE>
<S>                                                                                     <C>
   SECTION 703.    REPORTS BY TRUSTEE ...............................................   49
   SECTION 704.    REPORTS BY COMPANY ...............................................   50

                                  ARTICLE EIGHT
                         CONSOLIDATION, MERGER AND SALE

   SECTION 801.    COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS .............   50
   SECTION 802.    SUCCESSOR SUBSTITUTED ............................................   50

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

   SECTION 901.    SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS ...............   51
   SECTION 902.    SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS ..................   52
   SECTION 903.    EXECUTION OF SUPPLEMENTAL INDENTURES .............................   53
   SECTION 904.    EFFECT OF SUPPLEMENTAL INDENTURES ................................   53
   SECTION 905.    CONFORMITY WITH TRUST INDENTURE ACT ..............................   54
   SECTION 906.    REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES ...............   54

                                   ARTICLE TEN
                                    COVENANTS

   SECTION 1001.   PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST .......................   54
   SECTION 1002.   MAINTENANCE OF OFFICE OR AGENCY ..................................   54
   SECTION 1003.   MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST ................   55
   SECTION 1004.   CORPORATE EXISTENCE ..............................................   56
   SECTION 1005.   LIMITATION ON LIENS ..............................................   56
   SECTION 1006.   STATEMENT BY OFFICERS AS TO DEFAULT ..............................   58
   SECTION 1007.   WAIVER OF CERTAIN COVENANTS ......................................   58

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

   SECTION 1101.   APPLICABILITY OF ARTICLE .........................................   59
   SECTION 1102.   ELECTION TO REDEEM; NOTICE TO TRUSTEE ............................   59
   SECTION 1103.   SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED ...............    59
   SECTION 1104.   NOTICE OF REDEMPTION .............................................   60
   SECTION 1105.   DEPOSIT OF REDEMPTION PRICE ......................................   60
   SECTION 1106.   SECURITIES PAYABLE ON REDEMPTION DATE ............................   60
   SECTION 1107.   SECURITIES REDEEMED IN PART ......................................   61

                                 ARTICLE TWELVE
                                  SINKING FUNDS

   SECTION 1201.   APPLICABILITY OF ARTICLE .........................................   61
   SECTION 1202.   SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES ............   61
   SECTION 1203.   REDEMPTION OF SECURITIES FOR SINKING FUND ........................   62

                                ARTICLE THIRTEEN
                                   DEFEASANCE

   SECTION 1301.   APPLICABILITY OF ARTICLE .........................................   62
   SECTION 1302.   LEGAL DEFEASANCE .................................................   62
</TABLE>


                                      iii
<PAGE>   6
<TABLE>
<S>                                                                                     <C>
   SECTION 1303.   COVENANT DEFEASANCE ..............................................   64
   SECTION 1304.   DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
                   TRUST ............................................................   66
   SECTION 1305.   REPAYMENT TO COMPANY .............................................   67
</TABLE>

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





                                       iv
<PAGE>   7
                                     PARTIES

         INDENTURE, dated as of ________________, 2001, between ANADARKO
PETROLEUM CORPORATION, a corporation duly organized and existing under the laws
of the State of Delaware (herein called the "Company"), having its principal
office at 17001 Northchase Drive, Houston, Texas 77060, and The Bank of New
York, a New York banking corporation (herein called the "Trustee").

                            RECITALS OF THE COMPANY:

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

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

         This Indenture is subject to the provisions of the Trust Indenture Act
of 1939 that are required to be a part of this Indenture and, to the extent
applicable, shall be governed by such provisions.

         Now, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101. Definitions.

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

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

                  (2) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles, and, except as otherwise herein expressly
         provided, the term "generally accepted accounting principles" with
         respect to any computation required or permitted hereunder shall mean
         such accounting principles as are generally accepted at the date of
         this instrument; and
<PAGE>   8
                  (4) the words "herein", "hereof" and "hereunder" and other
         words of similar import refer to this Indenture as a whole and not to
         any particular Article, Section or other subdivision.

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

         "Act", when used with respect to any Holder, has the meaning specified
in Section 104.

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

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

         "Board of Directors" means either the board of directors of the Company
or any duly authorized committee of that board.

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

         "Business Day", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
to close.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, or, if
at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

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

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President or
a Vice President, and by its Treasurer, an Assistant Treasurer, its Controller,
an Assistant Controller, its Secretary or an Assistant Secretary, and delivered
to the Trustee.


                                       2
<PAGE>   9
         "Consolidated Net Tangible Assets" means the aggregate amount of assets
of the Company and its Restricted Subsidiaries (less applicable reserves and
other properly deductible items but including investments in non-consolidated
Persons) after deducting therefrom (a) all current liabilities (excluding any
thereof constituting Funded Debt by reason of being renewable or extendible at
the option of the obligor) and (b) all goodwill, trade names, trademarks,
patents, unamortized debt discount and expense and other like intangibles, all
as set forth on a consolidated balance sheet of the Company and its consolidated
Subsidiaries and computed in accordance with generally accepted accounting
principles.

         "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered
and which, at the date hereof, is located at 311 West Monroe Street, Chicago,
Illinois 60603.

         "Defaulted Interest" has the meaning specified in Section 307.

         "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary for the Securities of such
series by the Company pursuant to Section 301.

         "ECU" means the European Currency Unit as defined and revised from time
to time by the European Monetary System of the European Community.

         "Event of Default" has the meaning specified in Section 501.

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

         "Funded Debt" means all indebtedness for money borrowed which is not by
its terms subordinated in right of payment to the prior payment in full of the
Securities, having a maturity of more than 12 months from the date as of which
the amount thereof is to be determined or having a maturity of less than 12
months but by its terms being (i) renewable or extendible beyond 12 months from
such date at the option of the obligor or (ii) issued in connection with a
commitment by a bank or other financial institution to lend so that such
indebtedness is treated as though it had a maturity in excess of 12 months
pursuant to generally accepted accounting principles.

         "Global Security" means a Security evidencing all or part of a series
of Securities, issued to and registered in the name of the Depositary for the
Securities of such series or its nominee.

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

         "Indebtedness" means any indebtedness for money borrowed or
representing the deferred purchase price of property or assets purchased.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 301.


                                       3
<PAGE>   10
         "Interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

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

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

         "Mortgage" means and includes any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Controller, an Assistant Controller, the Secretary or an
Assistant Secretary, of the Company, and delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Company.

         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

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

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

                  (iii) Securities which have been paid pursuant to Section 306
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Company; and

                  (iv) Securities, except to the extent provided in Section 1302
         or 1303, as the case may be, with respect to which the Company has
         effected defeasance as provided in Article Thirteen, which continues in
         effect;


                                       4
<PAGE>   11
provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (A) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof on such date pursuant to Section 502, (B) the principal amount of a
Security denominated in one or more currencies or currency units other than U.S.
dollars shall be the U.S. dollar equivalent of such currencies or currency
units, determined in the manner provided as contemplated by Section 301 on the
date of original issuance of such Security, of the principal amount (or, in the
case of an Original Issue Discount Security, the U.S. dollar equivalent (as so
determined) on the date of original issuance of such Security of the amount
determined as provided in Clause (A) above) of such Security, and (C) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which the Trustee knows to be so
owned shall be so disregarded. Securities so owned as described in Clause (C) of
the immediately preceding sentence which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company.

         "Periodic Offering" means an offering of Securities of a series from
time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest or formula for determining the rate or
rates of interest thereon, if any, the Stated Maturity or Stated Maturities
thereof, the original issue date or dates thereof, the redemption provisions, if
any, with respect thereto, and any other terms specified as contemplated by
Section 301 with respect thereto, are to be determined by the Company upon the
issuance of such Securities.

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

         "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest on the Securities of that series are payable as contemplated by
Section 301.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.


                                       5
<PAGE>   12
         "Principal Property" means any manufacturing plant, processing plant,
property interest in oil, gas, coal or other minerals in place or in geothermal
resources in place, pipeline, warehouse, office building or interest in real
property which is located in the United States or offshore the United States and
owned by the Company or any Restricted Subsidiary, the gross book value (without
deduction of any depreciation or depletion reserves) of which on the date as of
which the determination is being made exceeds 2% of Consolidated Net Tangible
Assets, other than any such plant, property interest, pipeline, warehouse,
office building or interest in real property, or any portion of the foregoing,
which, in the opinion of the Board of Directors of the Company, is- not of
material importance to the total business conducted by the Company and its
Subsidiaries as an entirety.

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

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

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.

         "Responsible Officer", when used with respect to the Trustee, means any
officer of the Trustee within the Corporate Trust Office, including any Vice
President, assistant secretary, assistant treasurer, assistant cashier, trust
officer, assistant trust officer or assistant controller assigned to the
Corporate Trust Office, 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 of the Trustee to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

         "Restricted Subsidiary" means a Subsidiary of the Company except a
Subsidiary (a) which neither transacts any substantial portion of its business
nor regularly maintains any substantial portion of its fixed assets within the
United States or offshore the United States or (b) which is engaged primarily in
financing the operations of the Company or its Subsidiaries, or both.

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

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

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


                                       6
<PAGE>   13
         "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

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

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this instrument was executed,
except as provided in Section 905.

         "U.S. Government Obligations" has the meaning assigned to such term in
Section 1303(1).

         "Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

Section 102. Compliance Certificates and Opinions.

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

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

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

                  (2) 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;

                  (3) a statement that, in the opinion of each such individual,
         he has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether or not such covenant
         or condition has been complied with; and


                                       7
<PAGE>   14
                  (4) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.

Section 103. Form of Documents Delivered to Trustee.

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

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows that the certificate or
opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or Opinion
of Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company, unless such counsel knows 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 104. Acts of Holders.

                  (a) Any request, demand, authorization, direction, notice,
         consent, waiver or other action provided by this Indenture to be given
         or taken by Holders may be embodied in and evidenced by one or more
         instruments of substantially similar tenor signed by such Holders in
         person or by agent duly appointed in writing; and, except as herein
         otherwise expressly provided, such action shall become effective when
         such instrument or instruments are delivered to the Trustee and, where
         it is hereby expressly required, to the Company. Such instrument or
         instruments (and the action embodied therein and evidenced thereby) are
         herein sometimes referred to as the "Act" of the Holders signing such
         instrument or instruments. Proof of execution of any such instrument or
         of a writing appointing any such agent shall be sufficient for any
         purpose of this Indenture and (subject to Section 601) conclusive in
         favor of the Trustee and the Company, if made in the manner provided in
         this Section.

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


                                       8
<PAGE>   15
         authority of the Person executing the same, may also be proved in any
         other manner which the Trustee deems sufficient.

                  (c) The ownership of Securities shall be proved by the
         Security Register.

                  (d) If the Company shall solicit from Holders any request,
         demand, authorization, direction, notice, consent, waiver or other Act,
         the Company may, at its option, by Board Resolution, fix in advance a
         record date (which may be any date not less than 10 nor more than 60
         days before such solicitation) for the determination of Holders
         entitled to give such request, demand, authorization, direction,
         notice, consent, waiver or other Act, but the Company shall have no
         obligation to do so. If such a record date is fixed, such request,
         demand, authorization, direction, notice, consent, waiver or other Act
         may be given before or after the record date, but only the Holders of
         record at the close of business on the record date shall be deemed to
         be Holders for the purposes of determining whether Holders of the
         requisite proportion of the Outstanding Securities or a series thereof
         have authorized or agreed or consented to such request, demand,
         authorization, direction, notice, consent, waiver or other Act, and for
         that purpose the Outstanding Securities or a series thereof shall be
         computed as of the record date.

                  (e) Any request, demand, authorization, direction, notice,
         consent, waiver or other Act of the Holder of any Security shall bind
         every future Holder of the same Security and the Holder of every
         Security issued upon the registration of transfer thereof or in
         exchange therefor or in lieu thereof in respect of anything done,
         omitted or suffered to be done by the Trustee or the Company in
         reliance thereon, whether or not notation of such action is made upon
         such Security.

Section 105. Notices, Etc., to Trustee and Company.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

                  (1) the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee at its Corporate Trust Office,
         Attention: Corporate Trust Administration, with a copy addressed to
         _____________________________________________________, or

                  (2) the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, to the Company addressed to it at the address of its principal
         office specified in the first paragraph of this instrument or sent by
         facsimile transmission to (713) 874-3264 and confirmed by voice at
         (713) 874-3346, in either case to the attention of Treasurer, or at any
         other address previously furnished in writing to the Trustee by the
         Company.


                                       9
<PAGE>   16
Section 106. Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

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

Section 107. Conflict with Trust Indenture Act.

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

Section 108. Effect of Headings and Table of Contents.

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

Section 109. Successors and Assigns.

         All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

Section 110. Separability Clause.

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

Section 111. Benefits of Indenture.

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


                                       10
<PAGE>   17
Section 112. Governing Law.

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

Section 113. Legal Holidays.

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

Section 114. Securities in a Composite Currency, Currency Unit, Foreign Currency
             or in ECU.

         Unless otherwise specified in an officer's Certificate delivered
pursuant to Section 301 of this Indenture with respect to a particular series of
Securities, whenever for purposes of this Indenture any action may be taken by
the Holders of a specified percentage in aggregate principal amount of
Securities of all series or all series affected by a particular action at the
time Outstanding and, at such time, there are Outstanding Securities of any
series which are denominated in a coin, currency or currencies other than
Dollars (including, but not limited to, any composite currency, currency units,
Foreign Currency or ECUs), then the principal amount of Securities of such
series which shall be deemed to be Outstanding for the purpose of taking such
action shall be that amount of Dollars that could be obtained for such amount at
the Market Exchange Rate. For purposes of this Section 114, the term "Market
Exchange Rate" shall mean the noon Dollar buying rate in The City of New York
for cable transfers of such currency or currencies as published by the Federal
Reserve Bank of New York as of the most recent available date; provided that, in
the case of ECUs, Market Exchange Rate shall mean the rate of exchange
determined by the Commission of the European Communities (or any successor
thereto) as published in the Official Journal of the European Communities (such
publication or any successor publication, the "Journal") as of the most recent
available date. If such Market Exchange Rate is not so available for any reason
with respect to such currency, the Trustee shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of New
York or, in the case of ECUs, the rate of exchange has published in the Journal,
as of the most recent available date, or quotations or, in the case of ECUs,
rates of exchange from one or more major banks in The City of New York or in the
country of issue of the currency in question, which for purposes of the ECU
shall be Brussels, Belgium, or such other quotations or, in the case of ECU,
rates of exchange as the Trustee shall deem appropriate. The provisions of this
paragraph shall apply in determining the equivalent principal amount in respect
of Securities of a series denominated in a currency other than Dollars in
connection with any action taken by Holders of Securities pursuant to the terms
of this Indenture.

         All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole


                                       11
<PAGE>   18
discretion and shall, in the absence of manifest error, be conclusive to the
extent permitted by law for all purposes and irrevocably binding upon the Issuer
and all Holders.

Section 115. Judgment Currency.

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

                                  ARTICLE TWO
                                 SECURITY FORMS

Section 201. Forms Generally.

         The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form or forms as shall be established by
or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the form or forms of Securities of any series is established by
action taken pursuant to a Board Resolution, either an Officers' Certificate
shall certify that such action shall have been duly taken or a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and, in either case, delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 303 for
the authentication and delivery of such Securities.

         The Trustee's certificates of authentication shall be in substantially
the form set forth in this Article.


                                       12
<PAGE>   19
         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

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

Section 202. Form of Face of Security.

         [If the Security is an Original Issue Discount Security, insert - FOR
PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS
AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS . . . . . . . ., THE ISSUE
DATE IS . . . . . ., 19. . . [AND] [,] THE YIELD TO MATURITY IS . . . . . . . .
[,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS . . . . . .
 . . AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS . . . . .]]

         [Insert any other legend required by the United States Internal Revenue
Code or the regulations thereunder].

         [If a Global Security, - insert legend required by Section 204 of the
Indenture] [If applicable, insert - UNLESS THIS SECURITY IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]

                         ANADARKO PETROLEUM CORPORATION

No......                                                                 $......

         ANADARKO PETROLEUM CORPORATION, a corporation duly organized and
existing under the laws of Delaware (herein called the "Company ", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to .......... . . . . . . . . . . . .
 . . . . . . . . . ., or registered assigns, the principal sum of . . . .
 ................................................ Dollars on
 ........................................ [If the Security is to bear interest
prior to Maturity, insert - , and to pay interest thereon from . . . . . . . . .
 . or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on . . . . . . and . . . . . . in each year,
commencing . . . . . ., at the rate of . . . . % per annum, until the principal
hereof is paid or made available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such


                                       13
<PAGE>   20
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the . . . . or . . . . (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be filled by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture].

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

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

         [If a Definitive Security, insert - Payment of the principal of (and
premium, if any) and [if applicable, insert - any such] interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in        , in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts]
[state other currency] [or subject to any laws or regulations applicable thereto
and to the right of the Company (as provided in the Indenture) to rescind the
designation of any such Paying Agent, at the [main] offices of        in
and         in        , or at such other offices or agencies as the Company may
designate, by [United States Dollar] [state other currency] check drawn on, or
transfer to a [United States Dollar] account maintained by the payee with, a
bank in The City of New York (so long as the applicable Paying Agency has
received proper transfer instructions in writing at least [  ] days prior to the
payment date)] [if applicable, insert-; provided, however, that payment of
interest may be made at the option of the Company by [United States Dollar]
[state other currency] check mailed to the addresses of the Persons entitled
thereto as such addresses shall appear in the Security Register] [or by transfer
to a [United States Dollar] [state other currency] account maintained by the
payee with a bank in The City of New York [state other Place of Payment] (so
long as the applicable Paying Agent


                                       14
<PAGE>   21
has received proper transfer instructions in writing by the Record Date prior to
the applicable Interest Payment Date)].]

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

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

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


Dated:

                                            ANADARKO PETROLEUM CORPORATION


                                            By: ________________________________

Attest:


________________________________

Section 203. Form of Reverse of Security.

         This Security is one of a duly authorized issue of senior securities of
the Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of February [ ], 2001 (herein called
the "Indenture"), between the Company and[ ] (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement, of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [, limited in
aggregate principal amount to $ . . . . . . . . . . . . ] .

         [If applicable, insert - The Securities of this series are subject to
redemption upon not less than ... days' notice by mail, [if applicable, insert,
- (1) on . . . . . . . . . . . . . . in any year commencing with the year . . .
 . and ending with the year . . . . through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and
(2) ] at any time [on or after . . . . . . . . . ., 20. . . ], as a whole or in
part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount): If redeemed [on or before .
 . . . . . . . . . . . . . . , . . . . . %, and if redeemed] during the 12-month
period beginning . . . . . . . . of the years indicated,

<TABLE>
<CAPTION>
                         REDEMPTION                            REDEMPTION
         YEAR              PRICE               YEAR              PRICE
         ----              -----               ----              -----
<S>                      <C>                   <C>             <C>

</TABLE>


                                       15
<PAGE>   22
and thereafter at a Redemption Price equal to . . . . . % of the principal
amount, together in the case of any such redemption [if applicable, insert -
(whether through operation of the sinking fund or otherwise) ] with accrued
interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

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

<TABLE>
<CAPTION>
                                                            REDEMPTION PRICE
                            REDEMPTION PRICE                 FOR REDEMPTION
                             FOR REDEMPTION                    OTHERWISE
                            THROUGH OPERATION                 THAN THROUGH
                                 OF THE                     OPERATION OF THE
         YEAR                 SINKING FUND                    SINKING FUND
         ----                 ------------                    ------------
<S>                         <C>                             <C>

</TABLE>


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

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

         [If applicable, insert-The sinking fund for this series provides for
the redemption on . . . . . . . . . . . . in each year beginning with the year .
 . . . and ending with the year . . . . of [not less than] $ . . . . . . . . . .
 . . [ ("mandatory sinking fund") and not more than $ . . . . . . . . . . . . ]
aggregate principal amount of Securities of this series. [Securities of this
series acquired or


                                       16
<PAGE>   23
redeemed by the Company otherwise than through [mandatory] sinking fund payments
may be credited against subsequent [mandatory] sinking fund payments otherwise
required to be made - in the inverse order in which they become due.]

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

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

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

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

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

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


                                       17
<PAGE>   24
         [If a Global Security, insert-This Global Security or portion hereof
may not be exchanged for Definitive Securities of this series except in the
limited circumstances provided in the Indenture.

         The holders of beneficial interests in this Global Security will not be
entitled to receive physical delivery of Definitive Securities except as
described in the Indenture and will not be considered the Holders thereof for
any purpose under the Indenture.]

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

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

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

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         No recourse under or upon any obligation, covenant or agreement of or
contained in the Indenture or of or contained in any Security, or for any claim
based thereon or otherwise in respect thereof, or in any Security, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or of any successor Person, either directly or through
the Company or any successor Person, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment, penalty or
otherwise; it being expressly understood that all such liability is hereby
expressly waived and released by the acceptance hereof and as a


                                       18
<PAGE>   25
condition of, and as part of the consideration for, the Securities and the
execution of the Indenture.

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

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

Section 204. Global Securities.

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

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

         If Securities of a series are issuable in whole or in part in the form
of one or more Global Securities, as specified as contemplated by Section 301,
then, notwithstanding Clause (9) of Section 301 and the provisions of Section
302, any Global Security shall represent such of the Outstanding Securities of
such series as shall be specified therein and may provide that it shall
represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced or increased, as the case
may be, to reflect exchanges. Any endorsement of a Global Security to reflect
the amount, or any reduction or increase in the amount, of Outstanding
Securities represented thereby shall be made in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in
a Company Order. Subject to the provisions of Sections 303, 304 and 305, the
Trustee shall deliver and redeliver any Global Security in the manner and upon
instructions given by the Person or Persons specified therein or in the


                                       19
<PAGE>   26
applicable Company Order. Any instructions by the Company with respect to
endorsement or delivery or redelivery of a Global Security shall be in a Company
Order (which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel).

         The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Global Security if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Global Security
together with a Company Order (which need not comply with Section 102 and need
not be accompanied by an Opinion of Counsel) with regard to the reduction or
increase, as the case may be, in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

Section 205. Form of Trustee's Certificate of Authentication.

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

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

                                            [                    ],
                                            as Trustee


                                            By:  _______________________________
                                                 Authorized Officer

                                 ARTICLE THREE
                                 THE SECURITIES

Section 301. Amount Unlimited; Issuable in Series.

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

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

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

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Sections 304, 305, 306, 906 or
         1107


                                       20
<PAGE>   27
         and except for any Securities which, pursuant to Section 303, are
         deemed never to have been authenticated and delivered hereunder);

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

                  (4) the date or dates on which the principal of the Securities
         of the series is payable;

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

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

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

                  (8) the obligation, if any, of the Company to redeem or
         purchase Securities of the series pursuant to any sinking fund or
         analogous provisions or at the option of a Holder thereof and the
         period or periods within which, the price or prices at which and the
         terms and conditions upon which Securities of the series shall be
         redeemed or purchased, in whole or in part, pursuant to such
         obligation;

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

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

                  (11) if other than the principal amount thereof, the portion
         of the principal amount of Securities of the series which shall be
         payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 502;

                  (12) if other than the currency of the United States of
         America, the currency or currencies, including composite currencies,
         currency units, Foreign Currency or ECU, in which payment of the
         principal of (and premium, if any) and interest on the Securities of


                                       21
<PAGE>   28
         the series shall be payable, and the manner in which any such
         currencies shall be valued against other currencies in which any other
         Securities shall be payable;

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

                  (14) whether the Securities of the series shall be issued in
         whole or in part in the form of one or more Global Securities and, in
         such case, the Depositary or Depositaries for such Global Security or
         Securities, which Depositary shall be, if then required by applicable
         law or regulation, a clearing agency registered under the Securities
         Exchange Act of 1934, as amended, and any circumstances other than
         those set forth in Section 305 in which any such Global Security may be
         transferred to, and registered and exchanged for Securities registered
         in the name of, a Person other than the Depositary for such Global
         Security or a nominee thereof and in which any such transfer may be
         registered;

                  (15) any deletions from, modifications of or additions to
         Events of Default set forth in Section 501 and covenants of the Company
         set forth in Article Ten with respect to the Securities of such series;
         and

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

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

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

                  (19) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture).

         Securities of any one series may, without the consent of the Holders of
such series, be issued at various times, may, without the consent of the Holders
of such series, be reopened for the issuance of additional Securities of such
series and shall be substantially identical, except as may otherwise be provided
in or pursuant to such Board Resolution and set forth in such Officers'
Certificate or in any such indenture supplemental hereto.

         At the election of the Company, payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.


                                       22
<PAGE>   29

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, an Officers' Certificate shall certify that such
action shall have been duly taken or a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and, in either case, delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 303 for the authentication
and delivery of such Securities. With respect to Securities of a series subject
to a Periodic Offering, such Board Resolution or Officer's Certificate may
provide general terms for Securities of such series and provide either that the
specific terms of particular Securities of such series shall be specified in a
Company Order or that such terms shall be determined by the Company, or one or
more of the Company's agents designated in an Officer's Certificate, in
accordance with a Company Order.

Section 302.      Denominations.

         The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any .integral multiple thereof.

Section 303.      Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President or one of its Vice Presidents, under its
corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Securities
may be manual or facsimile.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; provided,
however, that in the case of Securities offered in a Periodic Offering, the
Trustee shall authenticate and deliver such Securities from time to time in
accordance with such other procedures (including, without limitation, the
receipt by the Trustee of oral or electronic instructions from the Company or
its duly authorized agents, thereafter promptly confirmed in writing) acceptable
to the Trustee as may be specified by or pursuant to a Company Order delivered
to the Trustee prior to the time of the first authentication of Securities of
such series. If the forms or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive such documents as it may reasonably
request. The Trustee shall also be entitled to receive, and (subject to Section
601) shall be fully protected in relying upon, an Opinion of Counsel stating,


                                       23
<PAGE>   30
                  (a) if the form or forms of such Securities has been
         established in or pursuant to a Board Resolution as permitted by
         Section 201, that each such form has been established or will, when
         established in compliance with the Company Order, be established in
         conformity with the provisions of this Indenture;

                  (b) if the terms of such Securities have been, or in the case
         of Securities of a series offered in a Periodic Offering will be,
         established in or pursuant to a Board Resolution as permitted by
         Section 301, that such terms have been, or in the case of Securities of
         a series offered in a Periodic Offering will be, established or will,
         when established in compliance with the provisions of this Indenture,
         subject, in the case of Securities of a series offered in a Periodic
         Offering, to any conditions specified in such Opinion of Counsel; and

                  (c) that such Securities, when authenticated and delivered by
         the Trustee and issued by the Company in the manner and subject to any
         conditions specified in such Opinion of Counsel, will constitute valid
         and legally binding obligations of the Company, enforceable in
         accordance with their terms, except as such enforceability may be
         limited by (i) bankruptcy, insolvency, moratorium, reorganization,
         liquidation, fraudulent conveyance or transfer and other laws of
         general applicability relating to or affecting the enforcement of
         creditors' rights, to general equity principles, (ii) rights of
         acceleration, if any, and (iii) the availability of equitable remedies
         may be limited by equitable principles of general application, and such
         counsel need express no opinion with regard to the enforceability of
         Section 607 or of a judgment denominated in a currency other than U.S.
         Dollars, and (iv) to such other matters as shall be specified in such
         Opinion of Counsel.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee. With respect to Securities of
a series offered in a Periodic Offering, the Trustee may rely, as to the
authorization by the Company of any of such Securities, the form or forms and
terms thereof and the legality, validity, binding effect and enforceability
thereof, upon the Opinion of Counsel and the other documents delivered pursuant
to Sections 201 and 301 and this Section, as applicable, in connection with the
first authentication of Securities of such series.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309 for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.


                                       24
<PAGE>   31
Section 304.      Temporary Securities.

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

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

Section 305.      Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept in the office or agency of the
Company in the Borough of Manhattan, the City of New York required by Section
1002 a register (the register maintained in such office and in any other office
or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities.           is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided. The Company may at any time replace
such Security Registrar, change such office or agency or act as its own Security
Registrar. The Company will give prompt written notice to the Trustee of any
change of the Security Registrar or of the location of such office or agency.

         Upon surrender for registration of transfer of any Security of any
series at the office or agency in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series and tenor, of any authorized denominations and of a like
aggregate principal amount.

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


                                       25
<PAGE>   32
         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

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

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

         The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at, the
opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
1103 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

         Notwithstanding any other provisions of this Indenture and except as
otherwise specified with respect to any particular series of Securities as
contemplated by Section 301, a Global Security representing all or a portion of
the Securities of a series may not be transferred, except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary. The Trustee and the Company shall treat
the Depositary or its nominee as the Holder of Global Securities for all
purposes hereof. Every Security authenticated and delivered upon registration or
transfer of or in exchange for or in lieu of, a Global Security shall be a
Global Security except as provided in the two paragraphs immediately following.

         If at any time the Depositary for any Securities of a series
represented by one or more Global Securities notifies the Company that it is
unwilling or unable to continue as Depositary for such Securities or if at any
time the Depositary for such Securities shall no longer be eligible to continue
as Depositary under Section 101 or ceases to be a clearing agency registered
under the Exchange Act, the Company shall appoint a successor Depositary with
respect to such Securities. If a successor Depositary for such Securities is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company's election pursuant to
Section 301 that such Securities be represented by one or more Global Securities
shall no longer be effective and the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of such
series in definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of
the Global Security or Securities representing such Securities in exchange for
such Global Security or Securities.


                                       26
<PAGE>   33
         The Company may at any time and in its sole discretion determine that
the Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Securities. In such event
the Company will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of the definitive Securities of such series,
will authenticate and deliver, Securities of such series in definitive
registered form without coupons, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such Securities in exchange for such Global Security
or Securities.

         If specified by the Company pursuant to Section 301 with respect to
Securities represented by a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for
Securities of the same series and tenor in definitive registered form on such
terms as are acceptable to the Company and such Depositary. Thereupon, the
Company shall execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of Securities in definitive registered form, shall
authenticate and deliver, without service charge,

         (1) to the Person specified by such Depositary a new Security or
Securities of the same series and term, of any authorized denominations as
requested by such Person, in an aggregate principal amount equal to and in
exchange for such Person's beneficial interest in the Global Security; and

         (2) to such Depositary a new Global Security in a denomination equal to
the difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of Securities authenticated and
delivered pursuant to clause (1) above.

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

                  (a) the Company and the Trustee may deal with the Depositary
         as sole owner of the Global Security and as the authorized
         representative of such Person;

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

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

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


                                       27
<PAGE>   34
Section 306.      Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

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

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

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

         Every new Security of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

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

Section 307.      Payment of Interest; Interest Rights Preserved.

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

         Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:


                                       28
<PAGE>   35
                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities of such series
         (or their respective Predecessor Securities) are registered at the
         close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Company shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Security of such series and the
         date of the proposed payment, and at the same time the Company shall
         deposit with the Trustee an amount of money equal to the aggregate
         amount proposed to be paid in respect of such Defaulted Interest or
         shall make arrangements satisfactory to the Trustee for such deposit
         prior to the date of the proposed payment, such money when deposited to
         be held in trust for the benefit of the Persons entitled to such
         Defaulted Interest as in this clause provided. Thereupon, the Trustee
         shall fix a Special Record Date for the payment of such Defaulted
         Interest which shall be not more than 15 days and not less than 10 days
         prior to the date of the proposed payment and not less than 10 days
         after the receipt by the Trustee of the notice of the proposed payment.
         The Trustee shall promptly notify the Company of such Special Record
         Date and, in the name and at the expense of the Company, shall cause
         notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor to be mailed, first-class postage prepaid,
         to each Holder of Securities of such series at his address as it
         appears in the Security Register, not less than 10 days prior to such
         Special Record Date. Notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor having been so mailed,
         such Defaulted Interest shall be paid to the Persons in whose names the
         Securities of such series (or their respective Predecessor Securities)
         are registered at the close of business on such Special Record Date and
         shall no longer be payable pursuant to the following Clause (2).

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

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

Section 308.      Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Sections 305 and 307) any interest on such Security and for
all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.


                                       29
<PAGE>   36
Section 309.      Cancellation.

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

Section 310.      Computation of Interest.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year of twelve 30-day months.

Section 311.      CUSIP Numbers.

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

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

Section 401.      Satisfaction and Discharge of Indenture.

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

                  (1)      either

                           (A) all Securities theretofore authenticated and
                  delivered (other than (i) Securities which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 306 and (ii) Securities for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust,


                                       30
<PAGE>   37
                  as provided in Section 1003) have been delivered to the
                  Trustee for cancellation; or

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

                                    (i) have become due and payable, or

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

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

                  and the Company, in the case of (i), (ii) or (iii) above, has
                  deposited or caused to be deposited with the Trustee as trust
                  funds in trust for such purpose an amount sufficient to pay
                  and discharge the entire indebtedness on such Securities not
                  theretofore delivered to the Trustee for cancellation, for
                  principal (and premium, if any) and interest to the date of
                  such deposit (in the case of Securities which have become due
                  and payable) or to the Stated Maturity or Redemption Date, as
                  the case may be;

                  (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company; and

                  (3) 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
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to Subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402, 606 and 1002 and
the last paragraph of Section 1003 shall survive.

Section 402.      Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.


                                       31
<PAGE>   38
                                  ARTICLE FIVE
                                    REMEDIES

Section 501.      Events of Default.

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

                  (1) default in the payment of any interest upon any Security
         of that series when it becomes due and payable, and continuance of such
         default for a period of 60 days; or

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

                  (3) default in the payment of any sinking fund payments, when
         and as due by the terms of a Security of that series, and continuance
         of such default for a period of 60 days; or

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

                  (5) default by the Company in the payment of any principal of
         any Funded Debt of the Company outstanding in an aggregate principal
         amount in excess of $25,000,000 as and when the same shall become due
         and payable either at maturity, upon redemption, by declaration or
         otherwise, the effect of which default is to cause such Funded Debt to
         become, or to be declared, due prior to its stated maturity unless such
         default shall be cured, by payment or otherwise, within 30 days after
         the receipt by the Company of written notice of such default from the
         Trustee or from the Holders of at least 5% in principal amount of the
         Outstanding Securities of that series; or

                  (6) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company in an
         involuntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or (B) a
         decree or order adjudging the Company a bankrupt or insolvent, or
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Company
         under any applicable Federal or State law, or appointing


                                       32
<PAGE>   39
         a custodian, receiver, liquidator, assignee, trustee, sequestrator or
         other similar official of the Company or of any substantial part of its
         property, or ordering the winding up or liquidation of its affairs, and
         the continuance of any such decree or order for relief or any such
         other decree or order unstayed and in effect for a period of 90
         consecutive days; or

                  (7) the commencement by the Company of a voluntary case or
         proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or of any other case or
         proceeding to be adjudicated a bankrupt or insolvent, or the consent by
         it to the entry of a decree or order for relief in respect of the
         Company in an involuntary case or proceeding under any applicable
         Federal or State bankruptcy, insolvency, reorganization or other
         similar law or to the commencement of any bankruptcy or insolvency case
         or proceeding against it, or the filing by it of a petition or answer
         or consent seeking reorganization or relief under any applicable
         Federal or State law, or the consent by it to the filing of such
         petition or to the appointment of or taking possession by a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or similar
         official of the Company or of any substantial part of its property, or
         the making by it of an assignment for the benefit of creditors, or the
         admission by it in writing of its inability to pay its debts generally
         as they become due, or the taking of corporate action by the Company in
         furtherance of any such action; or

                  (8) any other Event of Default provided with respect to
         Securities of that series in accordance with Section 301.

Section 502.      Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
of the Securities of that series to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable.

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

                  (1) the Company has paid or deposited with the Trustee a sum
         sufficient to pay

                           (A) all overdue interest on all Securities of that
                  series,

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


                                       33
<PAGE>   40
                           (C) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at the rate or rates
                  prescribed therefor in such Securities, and

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

and

                  (2) all Events of Default with respect to Securities of that
         series, other than the non-payment of the principal of Securities of
         that series which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 513.

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

Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

         The Company covenants that if

                  (1) default is made in the payment of any installment of
         interest on any Security or any deposit of any sinking fund payment
         when such becomes due and payable and such default continues for a
         period of 60 days, or

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

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

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

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement


                                       34
<PAGE>   41
of any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

Section 504.      Trustee May File Proofs of Claim.

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

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, 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 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 607.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

Section 505.      Trustee May Enforce Claims Without Possession of Securities.

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


                                       35

<PAGE>   42

Section 506. Application of Money Collected.

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

            FIRST: To the payment of all amounts due the Trustee under
      Section 607;

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

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

Section 507. Limitation on Suits.

      No Holder of any Security of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless

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

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

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

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

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

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


                                       36
<PAGE>   43
Section 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest.

      Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Sections 305
and 307) interest on such Security on the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

Section 509. Restoration of Rights and Remedies.

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

Section 510. Rights and Remedies Cumulative.

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

Section 511. Delay or Omission Not Waiver.

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

Section 512. Control by Holders.

      The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series; provided, however, that

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


                                       37
<PAGE>   44
            (2)   the Trustee may take any other action deemed proper by the
      Trustee which is not inconsistent with such direction; and

            (3) subject to the provisions of Section 601, the Trustee shall have
      the right to decline to follow any such direction if the Trustee in good
      faith shall determine that the proceeding so directed would involve the
      Trustee in personal liability.

Section 513. Waiver of Past Defaults.

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

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

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

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

Section 514. Undertaking for Costs.

      All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant, other
than the Trustee, in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but (1) the provisions of this Section shall not apply to any suit
instituted by the Company, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security on or after the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

Section 515. Waiver of Usury, Stay or Extension Laws.

      The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and


                                       38
<PAGE>   45
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

                                  ARTICLE SIX
                                   THE TRUSTEE

Section 601. Certain Duties and Responsibilities.

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

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

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

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

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

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

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

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


                                       39
<PAGE>   46
            (4) no provision of this Indenture shall require the Trustee to
      expend or risk its own funds or otherwise incur any financial liability in
      the performance of any of its duties hereunder, or in the exercise of any
      of its rights or powers, if it shall have reasonable grounds for believing
      that repayment of such funds or adequate indemnity against such risk or
      liability is not reasonably assured to it.

            (d) Whether or not therein expressly so provided, every provision of
      this Indenture relating to the conduct or affecting the liability of or
      affording protection to the Trustee shall be subject to the provisions of
      this Section.

Section 602. Notice of Defaults.

      Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series, as their names and addresses appear in the
Security Register, notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived; provided, however, that, except in
the case of a default in the payment of the principal of (or premium, if any) or
interest on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as a trust committee of
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders of Securities of such series;
and provided, further, that in the case of any default of the character
specified in Section 501(4) with respect to Securities of such series, no such
notice to Holders shall be given until at least 60 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

Section 603. Certain Rights of Trustee.

      Subject to the provisions of Section 601:

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

            (b) any request or direction of the Company mentioned herein shall
      be sufficiently evidenced by a Company Request or Company Order and any
      resolution of the Board of Directors may be sufficiently evidenced by a
      Board Resolution;

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


                                       40
<PAGE>   47
            (d) the Trustee may consult with counsel and the advice of such
      counsel or any Opinion of Counsel shall be full and complete authorization
      and protection in respect of any action taken, suffered or omitted by it
      hereunder in good faith and in reliance thereon;

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

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

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

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

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

Section 604. Not Responsible for Recitals or Issuance of Securities.

      The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee or any Authenticating Agent assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.


                                       41
<PAGE>   48
Section 605. May Hold Securities.

      The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
310(b) and 311 of the Trust Indenture Act and Sections 608, 609 and 613, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.

Section 606. Money Held in Trust.

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

Section 607. Compensation and Reimbursement.

      The Company agrees

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

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

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

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

      When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(6) or Section 501(7), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services of the Trustee are intended to constitute expenses
of administration under any applicable Federal or state bankruptcy, insolvency
or other similar law.


                                       42
<PAGE>   49
      The provisions of this Section 607 shall survive the satisfaction and
discharge of this Indenture and the defeasance of the Securities.

Section 608. Disqualification; Conflicting Interests.

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

Section 609. Corporate Trustee Required; Eligibility.

      There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000, subject to supervision or examination by Federal or
State authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. The
Trustee shall not be an obligor upon the Securities or an Affiliate thereof. If
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article Six.

Section 610. Resignation and Removal; Appointment of Successor.

            (a) No resignation or removal of the Trustee and no appointment of a
      successor Trustee pursuant to this Article shall become effective until
      the acceptance of appointment by the successor Trustee in accordance with
      the applicable requirements of Section 611.

            (b) The Trustee may resign at any time with respect to the
      Securities of one or more series by giving written notice thereof to the
      Company. If the instrument of acceptance by a successor Trustee required
      by Section 611 shall not have been delivered to the Trustee within 30 days
      after the giving of such notice of resignation, the resigning Trustee may
      petition any court of competent jurisdiction for the appointment of a
      successor Trustee with respect to the Securities of such series.

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

            (d) If at any time:

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


                                       43
<PAGE>   50
            (2) the Trustee shall cease to be eligible under Section 609 and
      shall fail to resign after written request therefor by the Company or by
      any such Holder, or

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

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

            (e) If the Trustee shall resign, be removed or become incapable of
      acting, or if a vacancy shall occur in the office of Trustee for any
      cause, with respect to the Securities of one or more series, the Company,
      by a Board Resolution, shall promptly appoint a successor Trustee or
      Trustees with respect to the Securities of that or those series (it being
      understood that any such successor Trustee may be appointed with respect
      to the Securities of one or more or all of such series and that at any
      time there shall be only one Trustee with respect to the Securities of any
      particular series) and shall comply with the applicable requirements of
      Section 611. If, within one year after such resignation, removal or
      incapability, or the occurrence of such vacancy, a successor Trustee with
      respect to the Securities of any series shall be appointed by Act of the
      Holders of a majority in principal amount of the Outstanding Securities of
      such series delivered to the Company and the retiring Trustee, the
      successor Trustee so appointed shall, forthwith upon its acceptance of
      such appointment in accordance with the applicable requirements of Section
      611, become the successor Trustee with respect to the Securities of such
      series and to that extent supersede the successor Trustee appointed by the
      Company. If no successor Trustee with respect to the Securities of any
      series shall have been so appointed by the Company or the Holders and
      accepted appointment in the manner required by Section 611, any Holder who
      has been a bona fide Holder of a Security of such series for at least six
      months may, on behalf of himself and all others similarly situated,
      petition any court of competent jurisdiction for the appointment of a
      successor Trustee with respect to the Securities of such series.

            (f) The Company shall give notice of each resignation and each
      removal of the Trustee with respect to the Securities of any series and
      each appointment of a successor Trustee with respect to the Securities of
      any series by mailing written notice of such event by first-class mail,
      postage prepaid, to all Holders of Securities of such series as their
      names and addresses appear in the Security Register. Each notice shall
      include the name of the successor Trustee with respect to the Securities
      of such series and the address of its Corporate Trust Office.


                                       44
<PAGE>   51
Section 611. Acceptance of Appointment by Successor.

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

            (b) In case of the appointment hereunder of a successor Trustee with
      respect to the Securities of one or more (but not all) series, the
      Company, the retiring Trustee and each successor Trustee with respect to
      the Securities of one or more series shall execute and deliver an
      indenture supplemental hereto wherein each successor Trustee shall accept
      such appointment and which (1) shall contain such provisions as shall be
      necessary or desirable to transfer and confirm to, and to vest in, each
      successor Trustee all the rights, powers, trusts and duties of the
      retiring Trustee with respect to the Securities of that or those series to
      which the appointment of such successor Trustee relates, (2) if the
      retiring Trustee is not retiring with respect to all Securities, shall
      contain such provisions as shall be deemed necessary or desirable to
      confirm that all the rights, powers, trusts and duties of the retiring
      Trustee with respect to the Securities of that or those series as to which
      the retiring Trustee is not retiring shall continue to be vested in the
      retiring Trustee, and (3) shall add to or change any of the provisions of
      this Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, it being
      understood that nothing herein or in such supplemental indenture shall
      constitute such Trustees cotrustees of the same trust and that each such
      Trustee shall be trustee of a trust or trusts hereunder separate and apart
      from any trust or trusts hereunder administered by any other such Trustee;
      and upon the execution and delivery of such supplemental indenture the
      resignation or removal of the retiring Trustee shall become effective to
      the extent provided therein and each such successor Trustee, without any
      further act, deed or conveyance, shall become vested with all the rights,
      powers, trusts and duties of the retiring Trustee with respect to the
      Securities of that or those series to which the appointment of such
      successor Trustee relates; but, on request of the Company or any successor
      Trustee, such retiring Trustee shall duly assign, transfer and deliver to
      such successor Trustee all property and money held by such retiring
      Trustee hereunder with respect to the Securities of that or those series
      to which the appointment of such successor Trustee relates.

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


                                       45
<PAGE>   52
            (d) No successor Trustee shall accept its appointment unless at the
      time of such acceptance such successor Trustee shall be qualified and
      eligible under this Article and the Trust Indenture Act.

Section 612. Merger, Conversion, Consolidation or Succession to Business.

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

Section 613. Preferential Collection of Claims Against Company.

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

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

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

Section 614. Appointment of Authenticating Agent.

      At any time when any of the Securities remain Outstanding, the Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of


                                       46
<PAGE>   53
authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

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

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

      The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section 614, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 607.

      If an appointment with respect to one or more series is made pursuant to
this Section 614, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:

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


                                       47
<PAGE>   54
                                   [                ],
                                   As Trustee


                                    By:
                                        ------------------------------------
                                        As Authenticating Agent


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

                                 ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701. Company to Furnish Trustee Names and Addresses of Holders.

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

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

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

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

Section 702. Preservation of Information; Communications to Holders.

            (a) The Trustee shall preserve, in as current a form as is
      reasonably practicable, the names and addresses of Holders contained in
      the most recent list furnished to the Trustee as provided in Section 701
      and the names and addresses of Holders received by the Trustee in its
      capacity as Security Registrar. The Trustee may destroy any list furnished
      to it as provided in Section 701 upon receipt of a new list so furnished.

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


                                       48
<PAGE>   55
                  (i) afford such applicants access to the information preserved
            at the time by the Trustee in accordance with Section 702(a), or

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

      If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 702 (a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interest of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

            (c) Every Holder of Securities, by receiving and holding the same,
      agrees with the Company and the Trustee that neither the Company nor the
      Trustee nor any agent of either of them shall be held accountable by
      reason of the disclosure of any such information as to the names and
      addresses of the Holders in accordance with Section 702(b), regardless of
      the source from which such information was derived, and that the Trustee
      shall not be held accountable by reason of mailing any material pursuant
      to a request made under Section 702(b).

Section 703. Reports by Trustee.

      Any Trustee's report required pursuant to Section 313(a) of the Trust
Indenture Act shall be dated as of August 1, and shall be transmitted within 60
days after August 1 of each year, commencing with the year 2002, by mail to all
Holders, as their names and addresses appear in the Security Register. A copy of
each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange upon which any Securities are listed, with
the Commission and with the Company. The Company will notify the Trustee when
any Securities are listed on any stock exchange.


                                       49
<PAGE>   56
Section 704. Reports by Company.

      The Company shall file with the Trustee, within 15 days after the Company
is required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports which the Company may be
required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934, as amended, or pursuant to Section 314 of
the Trust Indenture Act.

                                 ARTICLE EIGHT
                         CONSOLIDATION, MERGER AND SALE

Section 801. Company May Consolidate, Etc., Only on Certain Terms.

      The Company shall not consolidate with or merge into any other person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person unless:

            (1) (A) in the case of a merger, the Company is the surviving
      entity, or (B) the Person formed by such consolidation or into which the
      Company is merged or the Person which acquires by conveyance or transfer,
      or which leases, the properties and assets of the Company substantially as
      an entirety shall be a corporation, partnership or trust, shall be
      organized and existing under the laws of the United States of America, any
      State thereof or the District of Columbia and shall expressly assume, by
      an indenture supplemental hereto, executed and delivered to the Trustee,
      in form satisfactory to the Trustee, the due and punctual payment of the
      principal of and interest on all the Securities and the performance of
      every covenant of this Indenture on the part of the Company to be
      performed or observed and shall have expressly provided for conversion
      rights in respect of any series of Outstanding Securities with conversion
      rights;

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

            (3) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that such
      consolidation, merger, conveyance, transfer or lease and such supplemental
      indenture comply with this Article and that all conditions precedent
      herein provided for relating to such transaction have been complied with.

Section 802. Successor Substituted.

      Upon any consolidation of the Company with or merger of the Company into,
any other person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section
801, the successor person formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor person
had been named as the Company herein, and thereafter, except in the case of a
lease to another Person, the


                                       50
<PAGE>   57
predecessor person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

Section 901. Supplemental Indentures Without Consent of Holders.

      Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

            (1)   to evidence the succession of another corporation to the
      Company and the assumption by any such successor of the covenants of
      the Company herein and in the Securities; or

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

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

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

            (5) to change or eliminate any of the provisions of this Indenture,
      provided that any such change or elimination shall become effective only
      when there is no Security Outstanding of any series created prior to the
      execution of such supplemental indenture which is entitled to the benefit
      of such provision; or


                                       51
<PAGE>   58
            (6) to secure the Securities of any series pursuant to the
      requirements of Section 1005 or otherwise; or

            (7) to establish the form or terms of Securities of any series as
      permitted by Sections 201 and 301; or

            (8) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Section 611(b); or

            (9) to cure any ambiguity, to correct or supplement any provision
      herein which may be inconsistent with any other provision herein, or to
      make any other provisions with respect to matters or questions arising
      under this Indenture which shall not adversely affect the interests of the
      Holders of Securities of any series in any material respect; or

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

The Trustee is hereby authorized to join with the Company in the execution of
any such supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

Section 902. Supplemental Indentures with Consent of Holders.

      With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

            (1) change the Stated Maturity of the principal of, or any
      installment of principal of or interest on, any Security, or reduce the
      principal amount thereof or the rate of interest thereon or any premium
      payable upon the redemption thereof, or reduce the amount of the principal
      of an Original Issue Discount Security that would be due and payable upon
      a declaration of acceleration of the Maturity thereof pursuant to Section
      502, or change any Place of Payment where, or the coin or currency in
      which, any


                                       52
<PAGE>   59
      Security or any premium or the interest thereon is payable, or impair the
      right to institute suit for the enforcement of any such payment on or
      after the Stated Maturity thereof (or, in the case of redemption, on or
      after the Redemption Date), or

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

            (3) modify any of the provisions of this Section 902, Section 513 or
      Section 1007, except to increase any such percentage or to provide that
      certain other provisions of this Indenture cannot be modified or waived
      without the consent of the Holder of each Outstanding Security affected
      thereby, provided, however, that this Clause (3) shall not be deemed to
      require the consent of any Holder with respect to changes in the
      references to "the Trustee" and concomitant changes in this Section, or
      the deletion of this proviso, in accordance with the requirements of
      Sections 611 (b) and 901(8).

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

      It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

Section 903. Execution of Supplemental Indentures.

      In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 904. Effect of Supplemental Indentures.

      Upon the execution of any supplemental indenture under this Article Nine,
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 Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.


                                       53
<PAGE>   60
Section 905. Conformity with Trust Indenture Act.

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

Section 906. Reference in Securities to Supplemental Indentures.

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

                                  ARTICLE TEN
                                    COVENANTS

Section 1001. Payment of Principal, Premium and Interest.

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

Section 1002. Maintenance of Office or Agency.

      The Company will maintain in the Borough of Manhattan, The City of New
York and in each other Place of Payment for any series of Securities an office
or agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

      The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.


                                       54
<PAGE>   61
      Except as otherwise specified with respect to a series of Securities as
contemplated by Section 301, the Company hereby initially designates as the
Place of Payment for each series of Securities The City and State of New York,
and initially appoints the Trustee at its Corporate Trust Office as the
Company's office or agency for each such purpose in such city.

Section 1003. Money for Securities Payments to Be Held in Trust.

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

      Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, prior to each due date of the principal of (and premium,
if any) or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay the principal (and premium, if any) or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act. For purposes of this Section 1003, should a due date for
principal of (and premium, if any), interest on, or sinking fund payment with
respect to any series of Securities not be on a Business Day, such payment shall
be due on the next Business Day without any interest for the period from the
due date until such Business Day.

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

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

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

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

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


                                       55
<PAGE>   62
      Subject to any applicable escheat or abandoned property laws, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on
any Security of any series and remaining unclaimed for one year after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

Section 1004. Corporate Existence

      Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

Section 1005. Limitation on Liens.

      The Company will not itself, and will not permit any Restricted Subsidiary
to, incur, issue, assume or guarantee any indebtedness for money borrowed (all
such indebtedness for money borrowed being hereinafter in this Article called
"Debt"), secured by a Mortgage on any Principal Property or on any shares of
stock or Indebtedness of any Restricted Subsidiary, without effectively
providing that the Securities of any series (together with, if the Company shall
so determine, any other indebtedness of the Company or such Restricted
Subsidiary which is not subordinate in right of payment to the prior payment in
full of the Securities of any series) shall be secured equally and ratably with
(or prior to) such secured Debt, so long as such secured Debt shall be so
secured, unless, after giving effect thereto, the aggregate amount of all Debt
so secured would not exceed 10% of Consolidated Net Tangible Assets as of a date
within 150 days prior to such determination; provided, however, that this
Section shall not apply to, and there shall be excluded from secured Debt in any
computation under this Section, Debt secured by:

            (1) Mortgages existing at the date of this Indenture;

            (2) Mortgages on property of, or on any shares of stock or
      Indebtedness of, any corporation existing at the time such corporation
      becomes a Restricted Subsidiary;

            (3) Mortgages in favor of the Company or any Restricted Subsidiary;


                                       56
<PAGE>   63
            (4) Mortgages on property, shares of stock or Indebtedness existing
      at the time of acquisition thereof (including acquisition through merger,
      consolidation or other reorganization) or to secure the payment of all or
      any part of the purchase price thereof or construction thereon or to
      secure any Debt incurred prior to, at the time of, or within 180 days
      after the later of the acquisition, the completion of construction or the
      commencement of full operation of such property or within 180 days after
      the acquisition of such shares or Indebtedness for the purpose of
      financing all or any part of the purchase price thereof or construction
      thereon, it being understood that if a commitment for such financing is
      obtained prior to or within such 180-day period, the applicable Mortgage
      shall be deemed to be included in this Clause (4) whether or not such
      Mortgage is created within such 180-day period;

            (5) Mortgages on property owned or leased by the Company or a
      Restricted Subsidiary in favor of the United States of America or any
      State thereof, or any department, agency or instrumentality or political
      subdivision of the United States of America or any State thereof, or in
      favor of any other country or any political subdivision thereof, or in
      favor of holders of securities issued by any such entity, pursuant to any
      contract or statute (including without limitation, mortgages or easements
      on property of the Company or any Restricted Subsidiary related to the
      financing of such property pursuant to Section 103 of the Internal Revenue
      Code of 1954, as amended or any successor section thereto);

            (6) Mortgages to secure partial, progress, advance or other payments
      or any Debt incurred for the purpose of financing all or any part of the
      purchase price or cost of construction, development or repair, alteration
      or improvement of the property subject to such Mortgage if the commitment
      for the financing is obtained not later than one year after the latter of
      the completion of or the placing into operation (exclusive of test and
      start-up periods) of such constructed, developed, repaired, altered or
      improved property;

            (7) Mortgages on oil, gas, coal or other minerals in place or on
      geothermal resources in place, or on related leasehold or other property
      interests, which are incurred to finance development, production or
      acquisition costs (including but not limited to Mortgages securing advance
      sale obligations);

            (8) Mortgages on equipment used or usable for drilling, servicing or
      operation of oil, gas, coal or other mineral properties or of geothermal
      properties;

            (9) Mortgages arising in connection with contracts or subcontracts
      with, or made at the request of, the United States of America, any State
      thereof or any department, agency or instrumentality of the United States
      or any State thereof; and

            (10) any extension, renewal or replacement (or successive
      extensions, renewals or replacements), as a whole or in part, of any
      Mortgage referred to in the foregoing Clauses (1) to (9) of this Section
      1005, inclusive; provided, however, that such extension, renewal or
      replacement Mortgage shall be limited to all or a part of the same
      property, shares of stock or Restricted Subsidiary Indebtedness that
      secured the Mortgage extended, renewed or replaced (plus improvements on
      such property).


                                       57
<PAGE>   64
      The following transactions shall not be deemed to create Debt secured by a
Mortgage:

            (i) the sale or other transfer of oil, gas, coal or other minerals
      in place for a period of time until, or in an amount such that, the
      transferee will realize therefrom a specified amount of money (however
      determined) or a specified amount of oil, gas, coal or other minerals, or
      the sale or other transfer of any other interest in property of the
      character commonly referred to as an oil, gas, coal or other mineral
      payment or a production payment; and

            (ii) the sale or other transfer by the Company or a Restricted
      Subsidiary of properties to a partnership, joint venture or other entity
      whereby the Company or such Restricted Subsidiary would retain partial
      ownership of such properties.

Section 1006. Statement by Officers as to Default.

      Annually, within 120 days after the close of each fiscal year beginning
with the fiscal year ending December 31, 2001, the Company will deliver to the
Trustee a brief certificate (which need not include the statements set forth in
Section 102) from the principal executive officer, principal financial officer
or principal accounting officer of the Company as to his or her knowledge of the
Company's compliance (without regard to any period of grace or requirement of
notice provided herein) with all conditions and covenants under the Indenture.

Section 1007. Waiver of Certain Covenants.

      The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 1004 or 1005 with respect to the
Securities of any series if before the time for such compliance the Holders of
at least a majority in aggregate principal amount of the Outstanding Securities
of all affected series (voting as one class) shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with
such term, provision or condition, but no such waiver shall extend to or affect
such term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

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


                                       58
<PAGE>   65
                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

Section 1101. Applicability of Article.

      Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article Eleven.

Section 1102. Election to Redeem; Notice to Trustee.

      The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution. In case of any redemption at the election of the Company of
less than all the Securities of any series, the Company shall, at least five
Business Days prior to the last date for the giving of notice of such redemption
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities of
such series to be redeemed. In the case of any redemption of Securities (1)
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture or (2) pursuant to an
election of the Company that is subject to a condition specified in the terms of
the Securities of the series to be redeemed, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restriction or condition.

Section 1103. Selection by Trustee of Securities to Be Redeemed.

      If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 40 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.

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

      For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to


                                       59
<PAGE>   66
be redeemed only in part, to the portion of the principal amount of such
Securities which has been or is to be redeemed.

Section 1104. Notice of Redemption.

      Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 15 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register.
      All notices of redemption shall state:

            (1) the Redemption Date,

            (2) the Redemption Price,

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

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

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

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

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

Section 1105. Deposit of Redemption Price.

      On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

Section 1106. Securities Payable on Redemption Date.

      Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the


                                       60
<PAGE>   67
Redemption Date; provided, however, that unless otherwise specified with respect
to Securities of any series as contemplated in Section 301, installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

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

Section 1107. Securities Redeemed in Part.

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

                                 ARTICLE TWELVE
                                  SINKING FUNDS

Section 1201. Applicability of Article.

      The provisions of this Article Twelve shall be applicable to any sinking
fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 301 for Securities of such series.

      The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

Section 1202. Satisfaction of Sinking Fund Payments with Securities.

      The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (2) may apply as a credit Securities
of a series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each
case in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of such series required to be made pursuant to the terms of
such Securities as provided for by the terms of such Series; provided that such
Securities have not


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<PAGE>   68
been previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such Securities
for redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly.

Section 1203. Redemption of Securities for Sinking Fund.

      Not less than 45 days prior to each sinking fund payment date for any
series of Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN
                                   DEFEASANCE

Section 1301. Applicability of Article.

      The provisions of this Article shall be applicable to each series of
Securities except as otherwise specified as contemplated by Section 301 for
Securities of such series.

Section 1302. Legal Defeasance.

      In addition to discharge of the Indenture pursuant to Section 401, the
Company shall be deemed to have paid and discharged the entire indebtedness on
all the Securities of such a series on the 91st day after the date of the
deposit referred to in Clause (1) below (and the Trustee, at the expense of the
Company, shall upon a Company Request execute proper instruments acknowledging
same), and the provisions of this Indenture with respect to the Securities of
such series shall no longer be in effect, except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of Outstanding Securities of such series to receive, solely from the
trust fund described in Section 1304 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if any) and
interest on such Securities when such payments are due, (B) the Company's
obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003, (C) the rights, powers, trusts, duties, and immunities of the Trustee
hereunder and (D) this Article Thirteen, if the conditions set forth below are
satisfied (hereinafter, "defeasance"):

            (1) The Company has irrevocably deposited or caused to be deposited
      with the Trustee (or another trustee satisfying the requirements of
      Section 609 who shall agree to comply with the provisions of this Article
      Thirteen applicable to it) as trust funds in


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<PAGE>   69
      trust for the purposes of making the following payments, specifically
      pledged as security for, and dedicated solely to, the benefit of the
      Holders of the Securities of such series (i) cash in an amount, or (ii) in
      the case of any series of Securities the payments on which may only be
      made in legal coin or currency of the United States, U.S. Government
      Obligations which through the scheduled payment of principal and interest
      in respect thereof in accordance with their terms will provide, not later
      than one day before the due date of any payment, cash in an amount, or
      (iii) a combination thereof, sufficient, in the opinion of a nationally
      recognized firm of independent public accountants expressed in a written
      certification thereof delivered to the Trustee, to pay and discharge (A)
      the principal of (and premium, if any, on) and interest on and each
      installment of principal of (and premium, if any, on) and interest on the
      Outstanding Securities of such series on the Stated Maturity of such
      principal or installment of principal or interest, as the case may be, or
      on any Redemption Date established pursuant to Clause (3) below, and (B)
      any mandatory sinking fund or analogous payments on the dates on which
      such payments are due and payable in accordance with the terms of the
      Indenture and the Securities of such series. For this purpose, "U.S.
      Government Obligations" means securities that are (x) direct obligations
      of the United States of America for the payment of which its full faith
      and credit is pledged or (y) obligations of a Person controlled or
      supervised by and acting as an agency or instrumentality of the United
      States of America, which, in either case, are not callable or redeemable
      at the option of the issuer thereof, and shall also include a depository
      receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
      Act of 1933, as amended) as custodian with respect to any such U.S.
      Government Obligation or a specific payment of principal of or interest on
      any such U.S. Government Obligation held by such custodian for the account
      of the holder of such depository receipt, provided that (except as
      required by law) such custodian is not authorized to make any deduction
      from the amount payable to the holder of such depository receipt from any
      amount received by the custodian in respect of the U.S. Government
      Obligation or the specific payment of principal of or interest on the U.S.
      Government Obligation evidenced by such depository receipt.

            (2) The Company has delivered to the Trustee an Opinion of Counsel
      based on the fact that (x) the Company has received from, or there has
      been published by, the Internal Revenue Service a ruling, or (y) since the
      date hereof, there has been a change in the applicable federal income tax
      law, in either case to the effect that, and such opinion shall confirm
      that, the holders of the Securities of such series will not recognize
      income, gain or loss for federal income tax purposes as a result of such
      deposit and defeasance and will be subject to federal income tax on the
      same amount and in the same manner and at the same times, as would have
      been the case if such deposit and defeasance had not occurred.

            (3) If the Securities are to be redeemed prior to Stated Maturity
      (other than from mandatory sinking fund payments or analogous payments),
      notice of such redemption shall have been duly given pursuant to this
      Indenture or provision therefor satisfactory to the Trustee shall have
      been made.


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<PAGE>   70
            (4) No Event of Default or event which with notice or lapse of time
      or both would become an Event of Default shall have occurred and be
      continuing on the date of such deposit.

            (5) Such defeasance shall not cause the Trustee for the Securities
      of such series to have a conflicting interest as defined in Section 310(b)
      of the Trust Indenture Act with respect to any securities of the Company.

            (6) Such defeasance shall not result in a breach or violation of, or
      constitute a default under this Indenture or any other agreement or
      instrument to which the Company is a party or by which it is bound.

            (7) Such defeasance shall not cause any Securities of such series
      then listed on any registered national securities exchange under the
      Securities Exchange Act of 1934, as amended, to be delisted.

            (8) Such defeasance shall be effected in compliance with any
      additional terms, conditions or limitations which may be imposed on the
      Company in connection therewith pursuant to Section 301.

            (9) The Company has delivered to the Trustee an Officer's
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent provided for relating to the defeasance contemplated by this
      provision have been complied with.

      For this purpose, such defeasance means that the Company and any other
obligor upon the Securities of such series shall be deemed to have paid and
discharged the entire debt represented by the Securities of such series, which
shall thereafter be deemed to be "Outstanding" only for the purposes of Section
1304 and the rights and obligations referred to in Clauses (A) through (D),
inclusive, of the first paragraph of this Section, and to have satisfied all its
other obligations under the Securities of such series and this Indenture insofar
as the Securities of such series are concerned.

      Notwithstanding the foregoing, if an Event of Default specified in
Subsection 501(5) or 501(6), or an event which with lapse of time would become
such an Event of Default, shall occur during the period ending on the 91st day
after the date of the deposit referred to in Clause (1) or, if longer, ending on
the day following the expiration of the longest preference period applicable to
the Company in respect of such deposit, then, effective upon such occurrence,
the defeasance pursuant to this Section 1302 and such deposit shall be rescinded
and annulled, and the Company, the Trustee and the Holders of the Securities of
such series shall be restored to their former positions.

Section 1303. Covenant Defeasance.

      The Company and any other obligor, if any, shall be released on the 91st
day after the date of the deposit referred to in Clause (1) below from its
obligations under Sections 704, 801, 1004 and 1005 with respect to the
Securities of any series on and after the date the conditions set forth below
are satisfied (hereinafter, "covenant defeasance"), and the Securities of such
series shall thereafter be deemed to be not "Outstanding" for the purposes of
any request, demand,


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<PAGE>   71
authorization, direction, notice, waiver, consent or declaration or other action
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. For this purpose, such covenant defeasance means that, with respect
to the Securities of such 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 Section, whether directly or indirectly by reason of any reference
elsewhere herein to such Section or by reason of any reference in such Section
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 501,
but, except as specified above, the remainder of this Indenture and the
Securities of such series shall be unaffected thereby. The following shall be
the conditions to application of this Section 1303;

            (1) The Company has irrevocably deposited or caused to be deposited
      with the Trustee (or another trustee satisfying the requirements of
      Section 609 who shall agree to comply with the provisions of this Article
      Thirteen applicable to it) as trust funds in trust for the purpose of
      making the following payments, specifically pledged as security for, and
      dedicated solely to, the benefit of the Holders of the Securities of such
      series (i) cash in an amount, or (ii) in the case of any series of
      Securities the payments on which may only be made in legal coin or
      currency of the United States, U.S. Government Obligations which through
      the scheduled payment of principal and interest in respect thereof in
      accordance with their terms will provide, not later than one day before
      the due date of any payment, cash in an amount, or (iii) a combination
      thereof, sufficient, in the opinion of a nationally recognized firm of
      independent public accountants expressed in a written certification
      thereof delivered to the Trustee, to pay and discharge (A) the principal
      of (and premium, if any, on) and interest on and each installment of
      principal of (and premium, if any, on) and interest on the Outstanding
      Securities of such series on the Stated Maturity of such principal or
      installment of principal or interest, as the case may be, or on any
      Redemption Date established pursuant to Clause (2) below, and (B) any
      mandatory sinking fund payments on the date on which such payments are due
      and payable in accordance with the terms of the Indenture and the
      Securities of such series.

            (2) If the Securities are to be redeemed prior to Stated Maturity
      (other than from mandatory sinking fund payments or analogous payments),
      notice of such redemption shall have been duly given pursuant to this
      Indenture or provision therefor satisfactory to the Trustee shall have
      been made.

            (3) No Event of Default or event which with notice or lapse of time
      or both would become an Event Default shall have occurred and be
      continuing on the date of such deposit.

            (4) The Company shall have delivered to the Trustee an Opinion of
      Counsel which shall confirm that the holders of the Securities of such
      series will not recognize income, gain or loss for federal income tax
      purposes as a result of such deposit and covenant defeasance and will be
      subject to federal income tax on the same amount and in the same manner
      and at the same times, as would have been the case if such deposit and
      covenant defeasance had not occurred.


                                       65
<PAGE>   72
            (5) Such defeasance shall not cause the Trustee for the Securities
      of such series to have a conflicting interest as defined in Section 310(b)
      of the Trust Indenture Act with respect to any securities of the Company.

            (6) Such defeasance shall not result in a breach or violation of, or
      constitute a default under this Indenture or any other agreement or
      instrument to which the Company is a party or by which it is bound.

            (7) Such defeasance shall not cause any Securities of such series
      then listed on any registered national securities exchange under the
      Securities Exchange Act of 1934, as amended, to be delisted.

            (8) Such defeasance shall be effected in compliance with any
      additional terms, conditions or limitations which may be imposed on the
      Company in connection therewith pursuant to Section 301.

            (9) The Company shall have delivered to the Trustee an Officer's
      Certificate stating that all conditions precedent provided for relating to
      the covenant defeasance contemplated by this provision have been complied
      with.

      Notwithstanding the foregoing, if an Event of Default specified in
Subsection 501(5) or 501(6), or an event which with lapse of time would become
such an Event of Default, shall occur during the period ending on the 91st day
after the date of the deposit referred to in Clause (1) or, if longer, ending on
the day following the expiration of the longest preference period applicable to
the Company in respect of such deposit, then, effective upon such occurrence,
the defeasance pursuant to this Section 1303 and such deposit shall be rescinded
and annulled, and the Company, the Trustee and the Holders of the Securities of
such series shall be restored to their former positions.

Section 1304. Deposited Money and U.S. Government Obligations to be Held in
Trust.

      Subject to the provisions of the last paragraph of Section 1003, all money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee - collectively, for purposes of this
Section 1304, the "Trustee") pursuant to Section 1302 or 1303 in respect of the
Outstanding Securities of such series shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent), to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
(and premium, if any) and interest, but such money need not be segregated from
other funds except to the extent required by law.

      The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1302 or 1303 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the Outstanding Securities of such
series.


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<PAGE>   73
Section 1305. Repayment to Company.

      The Trustee and any Paying Agent promptly shall pay or return to the
Company upon Company Request any money and U.S. Government Obligations held by
them at any time that are not required for the payment of the principal of and
any interest on the Securities of any series for which money or U.S.
Governmental Obligations have been deposited pursuant to Section 1302 or 1303.

      The provisions of the last paragraph of Section 1003 shall apply to any
money held by the Trustee or any Paying Agent under this Article Thirteen that
remains unclaimed for two years after the Maturity of any series of Securities
for which money or U.S. Government obligations have been deposited pursuant to
Section 1302 or 1303.

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

      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                    ANADARKO PETROLEUM CORPORATION
[SEAL]

                                    By:
                                          ------------------------------------
                                          Senior Vice President, Finance
ATTEST:


--------------------------------
Corporate Secretary

                                    THE BANK OF NEW YORK,
                                          as Trustee
[SEAL]

                                    By:
                                          ------------------------------------
                                          [          ]
ATTEST:


--------------------------------
Assistant Secretary



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