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                      BURLINGTON RESOURCES FINANCE COMPANY,


                                    as Issuer


                                       and


                                 CITIBANK, N.A.,

                                   as Trustee



                                    INDENTURE


                         Dated as of February 12, 2001




                                 DEBT SECURITIES


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



<PAGE>


                      BURLINGTON RESOURCES FINANCE COMPANY
                              CROSS-REFERENCE SHEET


     This Cross-Reference Sheet shows the location in this Indenture of the
provisions inserted pursuant to Sections 310-318(a), inclusive, of the Trust
Indenture Act of 1939, as amended. This Cross-Reference Sheet shall not, for any
purpose, be deemed to be a part of this Indenture.

Trust Indenture                                             Indenture
Act Section                                                  Section

ss. 310(a)(1),(2)....................................         6.09
      (a)(3)(4)......................................       Not Applicable
      (a)(5).........................................       6.09
      (b)............................................       6.08, 6.10
      (c)............................................       Not Applicable
ss. 311(a), (b)......................................       6.13
      (c)............................................       Not Applicable
ss. 312(a) ..........................................       7.01, 7.02(a)
      (b)............................................       7.02(b)
      (c)............................................       7.02(c)
ss. 313(a)(1)-(4),(6)-(8)............................       7.03(a)
      (a)(5).........................................       Not Applicable
      (b)(1).........................................       Not Applicable
      (b)(2).........................................       7.03(b)
      (c),(d)........................................       7.03
ss. 314(a) ..........................................       7.04
      (b)............................................       Not Applicable
      (c)(1),(2).....................................       1.03
      (c)(3).........................................       Not Applicable
      (d)............................................       Not Applicable
      (e)............................................       1.03
      (f)............................................       Not Applicable
ss. 315(a) ..........................................       6.01(a)
      (b)............................................       6.02
      (c)............................................       6.01(b)
      (d)............................................       6.01(c)
      (d)(1).........................................       6.01(a)
      (d)(2).........................................       6.01(c)(2)
      (d)(3).........................................       6.01(c)(3)
      (e)............................................       5.14
ss. 316(a) ..........................................       1.01
      (a)(1)(A)......................................       5.12
      (a)(1)(B)......................................       5.13
      (a)(2).........................................       Not Applicable
      (b)............................................       5.08
ss. 317(a)(1)........................................       5.03
      (a)(2).........................................       5.04
      (b)............................................       10.03
ss. 318(a) ..........................................       1.08


<PAGE>


                                    CONTENTS


                                                                            Page

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 1.01.         Definitions.............................................1
SECTION 1.02.         Incorporation by Reference of Trust Indenture Act.......7
SECTION 1.03.         Compliance Certificates and Opinions....................7
SECTION 1.04.         Form of Documents Delivered to Trustee..................8
SECTION 1.05.         Acts of Holders.........................................8
SECTION 1.06.         Notices, Etc., to Trustee and Company...................9
SECTION 1.07.         Notices to Holders; Waiver..............................9
SECTION 1.08.         Conflict With Trust Indenture Act......................10
SECTION 1.09.         Effect of Headings and Table of Contents...............10
SECTION 1.10.         Successors and Assigns.................................10
SECTION 1.11.         Separability Clause....................................10
SECTION 1.12.         Benefits of Indenture..................................10
SECTION 1.13.         Governing Law..........................................10
SECTION 1.14.         Legal Holidays.........................................11
SECTION 1.15.         Agent for Service and Submission to Jurisdiction.......11

                                   ARTICLE TWO

                               FORM OF SECURITIES

SECTION 2.01.         Forms Generally........................................12
SECTION 2.02.         Form of Trustee's Certificate of Authentication........12

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 3.01.         Title and Terms........................................13
SECTION 3.02.         Denominations..........................................15
SECTION 3.03.         Execution, Authentication, Delivery and Dating.........15
SECTION 3.04.         Temporary Securities...................................16
SECTION 3.05.         Registration, Registration of Transfer and Exchange....16
SECTION 3.06.         Mutilated, Destroyed, Lost and Stolen Securities.......18
SECTION 3.07.         Payment of Interest; Interest Rights Preserved.........18
SECTION 3.08.         Persons Deemed Owners..................................19
SECTION 3.09.         Cancellation...........................................20
SECTION 3.10.         Computation of Interest................................20
SECTION 3.11.         Interest Act (Canada)..................................20

                                      -i-
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                                                                            Page


SECTION 3.12.         CUSIP Numbers..........................................20
SECTION 3.13.         Book-Entry Provisions for Global Security..............20

                                  ARTICLE FOUR

                  SATISFACTION AND DISCHARGE: UNCLAIMED MONEYS

SECTION 4.01.         Satisfaction and Discharge of Indenture................22
SECTION 4.02.         Deposited Moneys To Be Held in Trust by Trustee........24
SECTION 4.03.         Paying Agent To Repay Moneys Held......................24
SECTION 4.04.         Return of Unclaimed Moneys.............................25
SECTION 4.05.         Reinstatement..........................................25

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 5.01.         Events of Default......................................25
SECTION 5.02.         Acceleration of Maturity; Rescission and Annulment.....26
SECTION 5.03.         Collection of Indebtedness and Suits for Enforcement
                        by Trustee...........................................28
SECTION 5.04.         Trustee May File Proofs of Claim.......................28
SECTION 5.05.         Trustee May Enforce Claims Without Possession of
                        Securities...........................................29
SECTION 5.06.         Application of Money Collected.........................29
SECTION 5.07.         Limitation on Suits....................................30
SECTION 5.08.         Unconditional Right of Holders To Receive Principal
                        and Interest.........................................30
SECTION 5.09.         Restoration of Rights and Remedies.....................30
SECTION 5.10.         Rights and Remedies Cumulative.........................31
SECTION 5.11.         Delay or Omission Not Waiver...........................31
SECTION 5.12.         Control by Holders.....................................31
SECTION 5.13.         Waiver of Past Defaults................................31
SECTION 5.14.         Undertaking for Costs..................................32

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 6.01.         Certain Duties and Responsibilities....................32
SECTION 6.02.         Notice of Defaults.....................................33
SECTION 6.03.         Certain Rights of Trustee..............................34
SECTION 6.04.         Not Responsible for Recitals or Issuance of Securities.35
SECTION 6.05.         May Hold Securities....................................35
SECTION 6.06.         Money Held in Trust....................................35
SECTION 6.07.         Compensation and Reimbursement.........................35
SECTION 6.08.         Disqualification; Conflicting Interests................36
SECTION 6.09.         Corporate Trustee Required; Eligibility................36
SECTION 6.10.         Resignation and Removal; Appointment of Successor......37
SECTION 6.11.         Acceptance of Appointment by Successor.................38


                                      -ii-
<PAGE>
                                                                            Page


SECTION 6.12.         Merger, Conversion, Consolidation or Succession
                        to Business..........................................39
SECTION 6.13.         Preferential Collection of Claims Against Company......39
SECTION 6.14.         Trustee's Application for Instructions from the
                        Company..............................................39

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01.         Company To Furnish Trustee Names and Addresses of
                        Holders..............................................40
SECTION 7.02.         Preservation of Information; Communications to Holders.40
SECTION 7.03.         Reports by Trustee.....................................41
SECTION 7.04.         Reports by Company.....................................41

                                  ARTICLE EIGHT

       CONSOLIDATION, MERGER, AMALGAMATION, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.01.         Company May Consolidate, Etc., Only on Certain Terms...41
SECTION 8.02.         Successor Corporation Substituted......................42
SECTION 8.03.         Assignment by the Company to the Guarantor or its
                        other Subsidiaries...................................42

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 9.01.         Supplemental Indentures Without Consent of Holders.....43
SECTION 9.02.         Supplemental Indentures With Consent of Holders........44
SECTION 9.03.         Execution of Supplemental Indentures...................45
SECTION 9.04.         Effect of Supplemental Indentures......................45
SECTION 9.05.         Conformity With Trust Indenture Act....................45
SECTION 9.06.         Reference in Securities to Supplemental Indentures.....45

                                   ARTICLE TEN

                                    COVENANTS

SECTION 10.01.        Payment of Principal and Interest......................45
SECTION 10.02.        Maintenance of Office or Agency........................45
SECTION 10.03.        Money for Security Payments To Be Held in Trust........46
SECTION 10.04.        Limitation on Liens....................................47
SECTION 10.05.        Waiver of Certain Covenants............................49
SECTION 10.06.        Withholding and Reporting Obligations of Paying Agent..50


                                     -iii-
<PAGE>
                                                                            Page

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 11.01.        Applicability of Article...............................50
SECTION 11.02.        Election to Redeem; Notice To Trustee..................50
SECTION 11.03.        Selection by Trustee of Securities To Be Redeemed......50
SECTION 11.04.        Notice of Redemption...................................51
SECTION 11.05.        Deposit of Redemption Price............................51
SECTION 11.06.        Securities Payable on Redemption Date..................52
SECTION 11.07.        Securities Redeemed in Part............................52


EXHIBIT A             Form of Guarantee Agreement


                                      -iv-
<PAGE>


                                    INDENTURE


     INDENTURE, dated as of February 12, 2001, between BURLINGTON RESOURCES
FINANCE COMPANY, an unlimited liability company organized under the laws of Nova
Scotia, Canada whose principal place of business is c/o Burlington Resources
Canada Energy Ltd., Suite 3700, 250-6th Avenue, S.W., Calgary, Alberta T2P 3H7,
Canada (herein called the "Company"), and CITIBANK, N.A., a national banking
association duly incorporated and existing under the laws of the United States
of America, as Trustee (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
debentures, notes or other evidences of indebtedness (herein called the
"Securities") to be issued in one or more series as provided in this Indenture.

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That in order to declare the terms and conditions upon which the securities
are made, executed, authenticated, issued and delivered, the Company and the
Trustee covenant and agree with each other, for the equal and proportionate
benefit of all Holders (as defined below) of the Securities or of any series
thereof, as follows:


                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION


SECTION 1.01. Definitions

     For all purposes of this Indenture and any indenture supplemental hereto,
except as otherwise expressly provided or unless the context otherwise requires:

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

          (2) 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


<PAGE>
                                      -2-


     any computation required or permitted hereunder shall mean such accounting
     principles as are generally accepted at the date of this Indenture; and

          (3) 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 Section 1.02.

     "Act" when used with respect to any Holder has the meaning specified in
Section 1.05.

     "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.

     "Agent Members" has the meaning specified in Section 3.13.

     "Authorized Newspaper" means a newspaper of general circulation in the New
York, New York area, printed in the English language and customarily published
on each Business Day, whether or not published on Saturdays, Sundays or
holidays. Whenever successive weekly publications in an Authorized Newspaper are
required hereunder they may be made (unless otherwise expressly provided herein)
on the same or different days of the week and in the same or in different
Authorized Newspapers.

     "Board of Directors" means either the board of directors of the Company or
the Guarantor, as the case may be, 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 or the Guarantor, as the case may be,
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.

     "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in the State of New York are
authorized or obligated by law or executive order to close.

     "Capital Stock", as applied to the stock of any Person, means the capital
stock of every class, whether now or hereafter authorized, regardless of whether
such capital stock shall be limited to a fixed sum or percentage with respect to
the rights of the holders thereof to participate in dividends and in the
distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of such Person.

     "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


<PAGE>
                                      -3-


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 Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.

     "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, a
Vice Chairman or a Vice President, and by its Treasurer, an Assistant Treasurer,
its Secretary or an Assistant Secretary, and delivered to the Trustee.

     "Consolidated Net Tangible Assets" means the aggregate amount of assets of
the Guarantor and its subsidiaries (less applicable reserves and other properly
deductible items) after deducting therefrom (i) all current liabilities
(excluding any which are by their terms extendible or renewable at the option of
the obligor thereon to a time more than 12 months after the time as of which the
amount thereof is being computed), and (ii) all goodwill, trade names,
trademarks, patents, organization expenses and other like intangibles of the
Guarantor and its Subsidiaries, all as set forth on the most recent balance
sheet of the Guarantor and its 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 principally
administered, which office is, at the date as of which this Indenture in dated,
located at 111 Wall Street, New York, New York 10005, Attn: Citibank Agency and
Trust Services.

     "Corporation" includes corporations, associations, companies and business
trusts.

     "Debt" means indebtedness for money borrowed.

     "Defaulted Interest" has the meaning specified in Section 3.07.

     "Depository" has the meaning specified in Section 3.13.

     "Event of Default" has the meaning specified in Section 5.01.

     "Global Security" has the meaning specified in Section 3.01.

     "Guarantee" means the guarantee by the Guarantor of the Securities pursuant
to the Guarantee Agreement.

     "Guarantee Agreement" means the guarantee agreement, a form of which is
attached hereto as Exhibit A.

     "Guarantor" means Burlington Resources Inc., a Delaware corporation.


<PAGE>
                                      -4-


     "Guarantor Subsidiary" means a "Subsidiary" as defined in the Guarantee
Agreement and not this Indenture.

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

     "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.

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

     "Lien" has the meaning specified in Section 10.04.

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

     "Officers' Certificate" means a certificate signed by the chairman of the
Board, the President, a Vice Chairman or a Vice President, and by the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company
or the Guarantor, as the case may be, and delivered to the Trustee, which shall
to the extent applicable contain the statements required by Section 1.03.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company, or the Guarantor, as the case may be, which shall to the extent
applicable contain the statements required by Section 1.03.

     "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 cancelled by the Trustee or delivered to
     the Trustee for cancellation;

          (ii) Securities, or portions thereof, for whose payment 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; and

          (iii) Securities in exchange for or in lieu of which other Securities
     have been authenticated and delivered pursuant to this Indenture;

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, Securities owned
by the Company, the Guarantor or any other obligor upon the Securities or any
Affiliate of the Company, the Guarantor or of such other obligor shall be
disregarded


<PAGE>
                                      -5-


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 a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned 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, the Guarantor or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

     "Paying Agent" means any Person authorized by the Company to pay the
principal of or interest on any Securities on behalf of the Company.

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

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 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.

     "Principal Property" means any oil, gas or mineral producing property, or
any refining, processing, smelting or manufacturing facility, of the Company or
any Restricted Subsidiary located in the United States of America, other than
(i) property employed in transportation, distribution or marketing, (ii)
information and electronic data processing equipment, (iii) any refinery,
preparation plant, concentrator, smelter, mill or handling, processing or
manufacturing facility in which the interests held by the Company or by one or
more Restricted Subsidiaries or both and by others and the aggregate interest
held by the Company and all Restricted Subsidiaries does not equal or exceed
50%, (iv) any property which in the opinion of the Board of Directors of the
Company is not materially important to the total business conducted by the
Company and its Subsidiaries as an entirety or (v) any property or a portion of
a particular property which in the opinion of the Board of Directors of the
Company is not materially important to the use or operation of such property.

     "Record Date" for the interest payable on any Interest Payment Date means
the date specified pursuant to Section 3.01.

     "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 by or pursuant to this Indenture.

     "Responsible Officer," when used with respect to the Trustee, means any
vice president, any senior trust officer, any trust officer or any other officer
of the Trustee customarily performing functions similar to those performed by
any of the above designated officers and also means,


<PAGE>
                                      -6-


with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of his knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

     "Restricted Subsidiary" means a Subsidiary of the Company (i) substantially
all the property of which is located, or substantially all the business of which
is carried on, within the United States of America, (ii) which owns a Principal
Property and (iii) which has Stockholders' Equity exceeding 2% of Consolidated
Net Tangible Assets of the Guarantor.

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

     "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 3.05.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

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

     "Stockholders' Equity" means, with respect to any Person, stockholders'
equity, as computed in accordance with generally accepted accounting principles.

     "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.

     "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
such successor Trustee.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, as
in force at the date as of which this instrument was executed, except as
provided in Section 9.05.

     "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."

     "Voting Stock" means stock which ordinarily has voting power for the
election of a majority 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.


<PAGE>
                                      -7-


SECTION 1.02. Incorporation by Reference of Trust Indenture Act

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

     "Bankruptcy Act" means the Bankruptcy Act (Title 11 of the United States
Code).

     "indenture securities" means the Securities.

     "indenture security holder" means a Holder.

     "indenture to be qualified" means this Indenture.

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

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

     All the other Trust Indenture Act terms used in this Indenture that are
defined by the Trust Indenture Act, defined by Trust Indenture Act reference to
another statute or defined by Commission rule have the meanings assigned to them
thereby.

SECTION 1.03. 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 such covenant or condition has
     been complied with; and


<PAGE>
                                      -8-


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

SECTION 1.04. Form of Documents Delivered to Trustee

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

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

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

SECTION 1.05. Acts of Holders

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture or the Guarantee Agreement to be
given or taken by Holders of the outstanding Securities of all series or one or
more series, as the case may be, may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an 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, and where it is expressly required by the Guarantee Agreement, to the
Guarantor. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holder
or 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 the Guarantee Agreement and (subject to
Section 6.01) conclusive in favor of the Trustee and the Company or the
Guarantor, as the case may be, if made in the manner provided in this Section
1.05. The Company may set a record date for purposes of determining the identity
of Holders entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture or the Guarantee Agreement, which
record date shall be not earlier than 30 days prior to the first solicitation of
such vote or consent. If a


<PAGE>
                                      -9-


record date is fixed, those persons who were Holders of Securities at such
record date (or their duly designated proxies), and only those persons, shall be
entitled to take such action by vote or consent or to revoke any vote or consent
previously given, whether or not such persons continue to be Holders after such
record date. No such vote or consent shall be valid or effective for more than
120 days after such record date.

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

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

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

SECTION 1.06. 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:

          (a) 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: Citibank
     Agency and Trust Services or

          (b) 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 Indenture or at any other address previously
     furnished in writing to the Trustee by the Company, Attention: Vice
     President and Assistant Treasurer.

     SECTION 1.07. Notices 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 Securities Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving


<PAGE>
                                      -10-


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 notice as required by this
Indenture, then such method of notification as shall be made with the approval
of the Trustee shall constitute a sufficient notice.

SECTION 1.08. Conflict With Trust Indenture Act

     If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

SECTION 1.09. Effect of Headings and Table of Contents

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

SECTION 1.10. Successors and Assigns

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

SECTION 1.11. 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 1.12. 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 of Securities, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

SECTION 1.13. Governing Law

     This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.


<PAGE>
                                      -11-


SECTION 1.14. Legal Holidays

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

SECTION 1.15. Agent for Service and Submission to Jurisdiction

     The Company (i) acknowledges that it has, by separate written instrument,
designated and appointed CT Corporation System (the "Process Agent"), 111 Eight
Avenue, New York, New York 10011, United States, as its authorized agent upon
which process may be served in any suit, action or proceeding arising out of or
relating to the Securities or this Indenture that may be instituted in any
Federal or state court in the State of New York, The City of New York, the
Borough of Manhattan, or brought under Federal or state securities laws or
brought by the Trustee (whether in its individual capacity or in its capacity as
Trustee hereunder), and acknowledges that the Process Agent has accepted such
designation, (ii) submits to the jurisdiction of any such court in any such
suit, action or proceeding and (iii) agrees that service of process upon the
Process Agent and written notice of said service to it (mailed or delivered to
the Company at its principal office as specified in the first paragraph of this
Indenture), shall be deemed in every respect effective service of process upon
it in any such suit or proceeding. The Company further agrees to take any and
all action, including the execution and filing of any and all such documents and
instruments as may be necessary to continue such designation and appointment of
the Process Agent in full force and effect so long as this Agreement shall be in
full force and effect; provided that the Company may (and shall, to the extent
the Process Agent ceases to be able to be served on the basis contemplated
herein) by written notice to the Trustee, designate such additional or
alternative agents for service of process under this Section 1.15 that (i)
maintains an office located in the Borough of Manhattan, The City of New York in
the State of New York, (ii) are either (x) counsel for the Company or (y) a
corporate service company which acts as agent for service of process for other
Persons in the ordinary course of its business and (iii) agrees to act as agent
for service of process in accordance with this Section 1.15. Such notice shall
identify the name of such agent for process and the address of such agent for
process in the Borough of Manhattan, The City of New York, State of New York.
Notwithstanding the foregoing, there shall, at all times, be at least one agent
for service of process for the Company appointed and acting in accordance with
this Section 1.15.



<PAGE>
                                      -12-


                                   ARTICLE TWO

                               FORM OF SECURITIES


SECTION 2.01. Forms Generally

     The Securities of each series and the Trustee's certificates of
authentication shall be in substantially such form (not inconsistent with this
Indenture) as shall be established by or pursuant to one or more Board
Resolutions and set forth in such Board Resolutions, or, to the extent
established pursuant to, rather than set forth in, such Board Resolutions, an
Officers' Certificate detailing such establishment, 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 imprinted or otherwise reproduced thereon such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon, not inconsistent with the provisions of this Indenture, as may be
required to comply with any law or with any rules or regulations pursuant
thereto, or with any rules of any securities exchange or to conform to general
usage, all as determined by the Officers executing such Securities, as evidenced
by such execution. If the form or forms of Securities of any series are
established by action taken pursuant to a Board Resolution of the Company, a
copy of an appropriate record of such action shall be certified by the Secretary
or an Assistant Secretary of the Company and delivered to the Trustee at or
prior to the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.

     The definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these methods on steel engraved borders or may be
produced in any other manner permitted by the rules of any securities exchange
on which the Securities may be listed, all as determined by the officers
executing such Securities, as evidenced by their execution of such Securities.

SECTION 2.02. Form of Trustee's Certificate of Authentication

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

     This is one of the securities of the series designated herein and issued
pursuant to the within-mentioned Indenture.

                                CITIBANK, N.A.
                                   as Trustee


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



<PAGE>
                                      -13-


                                  ARTICLE THREE

                                 THE SECURITIES


SECTION 3.01. Title and Terms

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is not limited.

     The Securities may be issued in one or more series. There shall be
established in or pursuant to Board Resolutions 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, any or all of the following, as
applicable:

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

          (2) any limit upon the aggregate principal amount of the Securities of
     the series that may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07);

          (3) the date or dates on which the principal of the Securities of the
     series is payable or the manner in which such dates are determined;

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

          (5) the place or places where the principal of (and premium, if any,
     on) and interest, if any, on Securities of the series shall be payable;

          (6) the period or periods within which, the date or dates on 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;

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

          (8) if other than the Trustee, the identity of the Securities
     Registrar and/or the Paying Agent;


<PAGE>
                                      -14-


          (9) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable upon
     declaration of acceleration of the Maturity thereof pursuant to Section
     5.02;

          (10) if other than such coin or currency of the United States of
     America as at the time of payment is legal tender for payment of public or
     private debts, the coin or currency or currency unit in which payment of
     the principal of (and premium, if any, on) or interest, if any, on the
     Securities of the series shall be payable;

          (11) if the amount of payment of principal of (and premium, if any,
     on) or interest, if any, on the Securities of the series may be determined
     with reference to an index, formula or other method based on a coin or
     currency or currency unit other than that in which the Securities are
     stated to be payable, the manner in which such amounts shall be determined;

          (12) if the principal of (and premium, if any, on) or interest, if
     any, on the Securities of the series are to be payable, at the election of
     the Company or a Holder thereof, in a coin or currency or currency unit
     other than that in which the Securities are stated to be payable, the
     period or periods within which, or the date or dates on which and the terms
     and conditions upon which, such election may be made;

          (13) whether the Securities of the series are subject to defeasance or
     covenant defeasance, or such other means of satisfaction and discharge as
     may be specified for a series;

          (14) any deletions or modifications of or additions to the Events of
     Default set forth in Section 5.01 or covenants of the Company set forth in
     Article Eight or Ten pertaining to the Securities of the series;

          (15) the forms of the Securities of any series;

          (16) whether any Securities will be represented by a global Security
     (a "Global Security") and the terms of any such Global Security;

          (17) the applicable CUSIP numbers; and

          (18) any other terms, conditions, rights and preferences (or
     limitations on such rights and preferences) relating to the series (which
     terms shall not be inconsistent with the provisions of this Indenture).

     Not all Securities of any one series need be issued at the same time, and,
unless otherwise provided, a series may be reopened for issuances of additional
Securities of such series.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, such Board Resolution and the Officers' Certificate
setting forth the terms of the series shall be delivered to the Trustee at or
prior to the delivery of the Company Order for authentication and delivery of
Securities of such series.


<PAGE>
                                      -15-


     The principal of (and premium, if any, on) and interest on the Securities
shall be payable at the office or agency of the Company in the Borough of
Manhattan, The City of New York, maintained for such purpose and at any other
office or agency maintained by the Company for such purpose; provided, however,
that interest may be payable at the option of the Company by check mailed to the
address of the person entitled thereto as such address shall appear on the
Securities Register.

SECTION 3.02. Denominations

     The Securities of each series shall be issuable in definitive registered
form without coupons and in such denominations as shall be specified as
contemplated by Section 3.01. In the absence of any such provision with respect
to the Securities of any series, the Securities of such series shall be issuable
in denominations of $1,000 and any integral multiple thereof.

SECTION 3.03. Execution, Authentication, Delivery and Dating

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its President, a Vice Chairman 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 such Company Order shall authenticate and deliver such Securities as in
this Indenture provided and not otherwise. If not all the Securities of any
series are to be issued at one time and if the Board Resolution or supplemental
indenture establishing such series shall so permit, such Company Order may set
forth procedures acceptable to the Trustee for the issuance of such Securities
and the determination of the terms of particular Securities of such series such
as interest rate, Stated Maturity, date of issuance and date from which interest
shall accrue. In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and shall be fully protected in relying
upon, an Opinion of Counsel stating:

          (a) that the form or forms and terms of such Securities have been
     established in conformity with the provisions of this Indenture and

          (b) that such Securities, when completed by appropriate insertions and
     executed by the Company and delivered to the Trustee for authentication in
     accordance with this Indenture, authenticated and delivered by the Trustee
     in accordance with this Indenture and issued


<PAGE>
                                      -16-


     by the Company in the manner and subject to any conditions specified in
     such Opinion of Counsel, will constitute the legal, valid and binding
     obligations of the Company.

     If not all the Securities of any series are to be issued at one time, it
shall not be necessary to deliver an Opinion of Counsel at the time of issuance
of each Security, but such opinion with appropriate modifications shall be
delivered at or before the time of issuance of the first Security of such
series. The Trustee shall not be required to authenticate Securities if the
issuance 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.

     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.

SECTION 3.04. 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, 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 each such series to be prepared without unreasonable
delay. After the preparation of definitive Securities of any series, the
temporary Securities of each such series shall be exchangeable for definitive
Securities upon surrender of the temporary Securities of such series at any
office or agency of the Company designated pursuant to Section 10.02, 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 authorized denominations of the same series. Until so
exchanged the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series.

SECTION 3.05. Registration, Registration of Transfer and Exchange

     The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency designated pursuant to Section 10.02 being herein sometimes
collectively referred to as the "Securities Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the

<PAGE>
                                      -17-


registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Securities Registrar" for the purposes of registration and transfer
of Securities as herein provided.

     Upon surrender for registration of transfer of any Securities of a series
at an office or agency of the Company designated pursuant to Section 10.02 for
such purpose, 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 of any authorized denominations, of a like
aggregate principal amount.

     At the option of the Holder, Securities of a series may be exchanged for
other Securities of the same series, of any authorized denominations, of a like
aggregate principal amount, upon surrender of the Securities of such series to
be exchanged at such office or agency, and upon payment, if the Company shall so
require, of the charges hereinafter provided. 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.

     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
exchange shall (if so required by the Company or the Securities Registrar) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities 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 3.04 or 9.06 not involving any transfer.

     The Company shall not be required to (i) 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 selection for redemption of Securities of
that series under Section 11.03 and ending at the close of business on the day
of the mailing of notice of redemption or (ii) 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.

     Any Holder of a Global Security shall, by acceptance of such Global
Security, agree that transfers of beneficial interests in such Global Security
may be effected only through a book entry system maintained by the Holder of
such Global Security (or its agent), and that ownership of a beneficial interest
in the Security shall be required to be reflected in a book entry.


<PAGE>
                                      -18-


SECTION 3.06. 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 like series, 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 like series, 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 3.06, 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 issued pursuant to this Section 3.06 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 duly issued hereunder.

     The provisions of this Section 3.06 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 3.07. 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 or within five days thereafter shall
be paid to the Person in whose name such Security (or one or more Predecessor
Securities) is registered at the close of business on the Record Date for such
interest; provided, however, that each installment of interest on any Security
may at the Company's option be paid by mailing a check for such interest,
payable to or upon the written order of the Person entitled thereto pursuant to
Section 3.08, to the address of such Person as it appears on the Securities
Register.

     Any interest on any Security which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date or within five days
thereafter (herein called "Defaulted Inter-


<PAGE>
                                      -19-


est") shall forthwith cease to be payable to the registered Holder on the
relevant Record Date; and, except as hereinafter provided, such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities (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 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 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 at his address as it appears in the Securities Register not
     less than 10 days prior to such Special Record Date. The Trustee may, in
     its discretion, in the name and at the expense of the Company, cause a
     similar notice to be published at least once in an Authorized Newspaper in
     the Borough of Manhattan, The City of New York, but such publication shall
     not be a condition precedent to the establishment of such Special Record
     Date. Notice of the proposed payment of such Defaulted Interest and the
     Special Record Date therefor having been mailed as aforesaid, such
     Defaulted Interest shall be paid to the Persons in whose names the
     Securities (or their respective Predecessor Securities), are registered 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 payment shall be deemed practicable by the Trustee.

     Subject to the foregoing provisions of this Section 3.07, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

SECTION 3.08. 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 shall 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


<PAGE>
                                      -20-


(and premium, if any, on) and (subject to Section 3.07) interest, if any, 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.

SECTION 3.09. Cancellation

     All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled 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 all Securities so delivered shall be
promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section 3.09,
except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be disposed of by the Trustee in its customary manner.

SECTION 3.10. Computation of Interest

     Except as otherwise specified as contemplated by Section 3.01 for
Securities of any series, any interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

SECTION 3.11. Interest Act (Canada)

     For the purposes only of the disclosure required by the Interest Act
(Canada), and without affecting the amount of interest payable to any Holder or
the calculation of interest on any Securities, if any rate of interest on any
Securities is calculated on the basis of a year (the "deemed year") which
contains fewer days than the actual number of days in the calendar year of
calculation, such rate of interest shall be expressed as a yearly rate for the
purposes of the Interest Act (Canada) by multiplying such rate of interest by
the actual number of days in the calendar year of calculation and dividing it by
the number of days in the deemed year.

SECTION 3.12. CUSIP Numbers

     The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use CUSIP numbers in notices of
redemption as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such 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 numbers. The Company will promptly notify the Trustee of any
change in the CUSIP numbers.

SECTION 3.13. Book-Entry Provisions for Global Security.

     (a) Any Global Security of a series initially shall (i) be registered in
the name of the depository who shall be The Depository Trust Company or as
otherwise identified in the Board Resolution authorizing the issuance of such
series of Securities (the "Depository") or the nominee of


<PAGE>
                                      -21-


such Depository, (ii) be delivered to the Trustee as custodian for such
Depository and (iii) bear any required legends.

     Members of, or participants in, the Depository ("Agent Members") shall have
no rights under this Indenture with respect to any Global Security held on their
behalf by the Depository, or the Trustee as its custodian, or under the Global
Security, and the Depository may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of the Global Security
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the Depository or impair, as between the Depository and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a Holder of any Security.

     (b) Transfers of any Global Security shall be limited to transfers in
whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in the Global Security may be
transferred or exchanged for definitive Securities in accordance with the rules
and procedures of the Depository. In addition, definitive Securities shall be
transferred to all beneficial owners in exchange for their beneficial interests
in a Global Security if (i) the Depository notifies the Company that it is
unwilling or unable to continue as Depository for the Global Security and a
successor depository is not appointed by the Company within 90 days of such
notice or (ii) an Event of Default has occurred and is continuing.

     (c) In connection with any transfer or exchange of a portion of the
beneficial interest in any Global Security to beneficial owners pursuant to
paragraph (b), the Securities Registrar shall (if one or more definitive
Securities are to be issued) reflect on the Securities Register the date and a
decrease in the principal amount of the Global Security in an amount equal to
the principal amount of the beneficial interest in the Global Security to be
transferred, and the Company and the Guarantor shall execute, and the Trustee
shall authenticate and deliver, one or more definitive Securities of like tenor
and amount. (d) In connection with the transfer of an entire Global Security to
beneficial owners pursuant to paragraph (b), the Global Security shall be deemed
to be surrendered to the Trustee for cancellation, and the Company and the
Guarantor shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depository in exchange for its beneficial
interest in the Global Security, an equal aggregate principal amount of
definitive Securities of authorized denominations.

     (e) The Holder of any Global Security may grant proxies and otherwise
authorize any person, including Agent Members and persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture or the Securities of such series.



<PAGE>
                                      -22-


                                  ARTICLE FOUR

                  SATISFACTION AND DISCHARGE: UNCLAIMED MONEYS


SECTION 4.01. Satisfaction and Discharge of Indenture

     (A) If at any time

          (a) the Company shall have paid or caused to be paid the principal of
     and interest on all the Securities of any series outstanding hereunder, as
     and when the same shall have become due and payable, or

          (b) the Company shall have delivered to the Trustee for cancellation
     all Securities of any series theretofore authenticated (other than any
     Securities which shall have been destroyed, lost or stolen and which shall
     have been replaced or paid as provided in Section 3.06), or

          (c) (i) all the Securities of such series not theretofore delivered to
     the Trustee for cancellation shall have become due and payable, are by
     their terms to become due and payable within one year or are to be called
     for redemption within one year under arrangements satisfactory to the
     Trustee for the giving of notice of redemption; and (ii) the Company shall
     have irrevocably deposited or caused to be irrevocably deposited with the
     Trustee (or an escrow agent satisfactory to the Trustee) as trust funds the
     entire amount in cash (other than moneys repaid by the Trustee or any
     paying agent to the Company in accordance with Section 4.04) or direct
     noncallable obligations of, or noncallable obligations guaranteed by, the
     United States of America or an agency thereof for the payment of which
     guarantee or obligation the full faith and credit of the United States is
     pledged ("U.S. Government Obligations"), maturing as to principal and
     interest in such amounts and at such times without consideration of any
     reinvestment of such principal and interest as will ensure the availability
     of cash, or a combination of U.S. Government Obligations and cash,
     sufficient to pay at Stated Maturity all the Securities of such series not
     theretofore delivered to the Trustee for cancellation, including principal
     (and premium, if any) and interest due or to become due to such date of
     Stated Maturity or Redemption Date, as the case may be, and if, in any such
     case, the Company shall also pay or cause to be paid all other sums payable
     hereunder by the Company with respect to Securities of such series, then
     this Indenture, the Guarantee Agreement and the Guarantee shall cease to be
     of further effect with respect to Securities of such series (except as to
     (i) rights of registration of transfer and exchange, (ii) substitution of
     apparently mutilated, defaced, destroyed, lost or stolen Securities, (iii)
     rights of Holders to receive payments of principal thereof and interest
     thereon, upon the original stated due dates therefor or Redemption Date
     (but not upon acceleration), (iv) the rights, obligations and immunities of
     the Trustee hereunder, and (v) the rights of the Holders of Securities of
     such series as beneficiaries hereof with respect to the property so
     deposited with the Trustee payable to all or any of them), and the Trustee,
     on demand of the Company accompanied by (i) an Officers' Certificate and an
     Opinion of Counsel, each stating that all conditions precedent herein
     provided relating to the


<PAGE>
                                      -23-


     satisfaction and discharge of this Indenture, the Guarantee Agreement and
     the Guarantee with respect to Securities of such series have been complied
     with and at the cost and expense of the Company, and (ii) an opinion of
     independent legal counsel who shall be acceptable to Trustee (a) stating
     that (1) the Company has received from, or there has been published by, the
     Internal Revenue Service a ruling, or (2) since the date of this Indenture
     there has been a change in the applicable U.S. federal income tax law, in
     either case to the effect that, and based thereon such opinion of
     independent legal counsel shall confirm that, the Holders of the Securities
     will not recognize income, gain or loss for U.S. federal income tax
     purposes as a result of such deposit and discharge and will be subject to
     U.S. 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 and (b) stating that Holders of the Securities will not
     recognize income, gain or loss for Canadian income tax purposes as a result
     of such deposit and discharge and will be subject to Canadian 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, shall
     execute proper instruments acknowledging such satisfaction of and
     discharging of this Indenture, the Guarantee Agreement and the Guarantee
     with respect to Securities of such series.

The Company agrees to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred and to compensate the Trustee for any services
thereafter reasonably and properly rendered by the Trustee in connection with
this Indenture or the Securities of such series.

     Notwithstanding the foregoing provisions of this Section 4.01(A), the
Company's obligations in Section 6.07 shall survive such satisfaction and
discharge.

     (B) In addition to the provisions of the next preceding paragraph, the
Company may terminate its obligations under the Securities of any series and
this Indenture and the Guarantor may terminate its obligations under the
Guarantee and the Guarantee Agreement, except those obligations referred to in
the penultimate paragraph of this Section 4.01, if all Securities of such series
previously authenticated and delivered (other than destroyed, lost or stolen
Securities of such series which have been replaced or paid or Securities of such
series for whose payment money or securities have theretofore been held in trust
and thereafter repaid to the Company, as provided in Section 4.04) have been
delivered to the Trustee for cancellation and the Company has paid all sums
payable by it hereunder, or if the Company has irrevocably deposited or caused
to be deposited with the Trustee (or an escrow agent satisfactory to the
Trustee), under the terms of an irrevocable trust agreement in form and
substance satisfactory to the Trustee, as trust funds in trust solely for the
benefit of the Holders for that purpose, (i) money or (ii) U.S. Government
Obligations, or a combination thereof, maturing as to principal and interest in
such amounts and at such times as are sufficient without consideration of any
reinvestment of such principal or interest, to pay principal of and interest on
the outstanding Securities of such series to maturity; provided that the Trustee
shall have been irrevocably instructed to apply such money or the proceeds of
such U.S. Government Obligations to the payment of said principal of and
interest with respect to the outstanding Securities of such series.

     Such irrevocable trust agreement shall include, among other things,
provision for (1) payment of the principal of and interest on the Securities of
such series, when due, (2) payment of


<PAGE>
                                      -24-


the fees and expenses of the Trustee, its agents and counsel incurred or to be
incurred in connection with carrying out such trust provisions, (3) rights of
registration, transfer, substitution and exchange of Securities of such series
in accordance with the terms stated in this Indenture, and (4) continuation of
the rights and obligations and immunities of the Trustee as against the Holders
as stated in this Indenture.

     Notwithstanding the first paragraph of this Section 4.01(B), the Company's
obligations in Sections 3.05, 3.06, 4.04, 4.05, 5.02, 6.07, 6.10, 10.01 and
10.02 shall survive until the Securities of such series are no longer
outstanding; provided, however, that the Company's obligations in Section 5.02
shall survive only with respect to an Event of Default defined in Section
5.01(2) or 5.01(3). Thereafter the Company's obligations in Sections 4.04, 4.05
and 6.07 shall survive.

     After any such irrevocable deposit, accompanied by an Officers' Certificate
which shall state that the provisions of the first two paragraphs of this
Section 4.01(B) have been complied with, and upon delivery by the Company to the
Trustee of (a) an opinion of independent legal counsel who shall be acceptable
to the Trustee, or, in lieu thereof, a favorable determination by the Internal
Revenue Service to the effect that Holders of the Securities of such series will
not recognize income, gain or loss for U.S. federal income tax purposes as a
result of such deposit and discharge and will be subject to U.S. federal income
tax on the same amount and in the same manner and at the same time as would have
been the case if such deposit and discharge had not occurred and (b) an opinion
of independent legal counsel who shall be acceptable to Trustee stating that
Holders of the Securities will not recognize income, gain or loss for Canadian
income tax purposes as a result of such deposit and discharge and will be
subject to Canadian 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, then the Company shall be discharged of its obligations under the
Securities of such series and this Indenture with respect to such series of
Securities except for those surviving obligations specified above, and the
Trustee upon request shall acknowledge in writing such discharge. Prior to the
delivery of such acknowledgment, the Trustee may require the Company to deliver
to it an Officers' Certificate and Opinion of Counsel, each stating that all
conditions precedent provided for relating to the deposit and discharge
contemplated by this provision have been complied with, and the Opinion of
Counsel shall also state that such deposit does not violate applicable law.

SECTION 4.02. Deposited Moneys To Be Held in Trust by Trustee

     All moneys deposited with the Trustee pursuant to Section 4.01 shall be
held in trust and applied by it to the payment, either directly or through any
paying agent (including the Company if acting as its own paying agent), to the
Holders of the particular Securities of such series for the payment of which
such moneys have been deposited with the Trustee of all sums due and to become
due thereon for principal and interest.

SECTION 4.03. Paying Agent To Repay Moneys Held

     Upon the satisfaction and discharge of this Indenture with respect to
Securities of any series, all moneys then hold by any paying agent of the
Securities of such series (other than the Trus-


<PAGE>
                                      -25-


tee) shall, upon demand of the Company, be repaid to it or paid to the Trustee,
and thereupon such paying agent shall be released from all further liability
with respect to such moneys.

SECTION 4.04. Return of Unclaimed Moneys

     Any moneys deposited with or paid to the Trustee for payment of the
principal of or interest on Securities and not applied but remaining unclaimed
by the Holders of Securities of any series for two years after the date upon
which the principal of or interest on such Securities, as the case may be, shall
have become due and payable, shall be repaid to the Company by the Trustee on
written demand and all liability of the Trustee shall thereupon cease; and the
Holder of any of the Securities of any series shall thereafter look only to the
Company for any payment which such Holder may be entitled to collect.

SECTION 4.05. Reinstatement

     If the Trustee is unable to apply any money or U.S. Government Obligations
in accordance with Section 4.01 with respect to Securities of any series by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company's obligations under this Indenture with respect to
the Securities of such series shall be revived and reinstated an though no
deposit had occurred pursuant to Section 4.01 until such time as the Trustee is
permitted to apply all such money or U.S. Government Obligations in accordance
with Section 4.01; provided, however, that if the Company has made any payment
of interest on or principal of any Securities of such series because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money or U.S.
Government Obligations held by the Trustee.


                                  ARTICLE FIVE

                                    REMEDIES


SECTION 5.01. Events of Default

     "Event of Default" with respect to Securities of any series, wherever used
herein, means any one of the following events which shall have occurred and be
continuing (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 the principal of any Security of such
     series as and when the same shall become due and payable, either at its
     Maturity or otherwise; or

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


<PAGE>
                                      -26-


          (3) default in the performance, or breach, of any covenant or warranty
     of the Company in this Indenture or the Securities, or the Guarantor in the
     Guarantee Agreement or in the Guarantee, in respect of the Securities of
     such series (other than a covenant or warranty in respect of the Securities
     of such series a default in whose performance or whose breach is elsewhere
     in this Section specifically dealt with), 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 and the Guarantor by the Trustee or to
     the Company, the Guarantor and the Trustee by the Holders of at least 25%
     in principal amount of the Outstanding Securities of all series affected
     thereby, 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

          (4) the entry of a decree or order by a court having jurisdiction in
     the premises adjudging the Company or the Guarantor a bankrupt or
     insolvent, or approving as properly filed a petition seeking relief,
     reorganization, arrangement, adjustment or composition of or in respect of
     the Company or the Guarantor under U.S. federal bankruptcy law or any other
     applicable U.S. federal or state law or Canadian federal, provincial or
     territorial law, or appointing a receiver, liquidator, assignee, trustee,
     sequestrator, custodian or other similar official of the Company or the
     Guarantor or of any substantial part of its property, or ordering the
     winding up or liquidation of their respective affairs, and the continuance
     of any such decree or order unstayed and in effect for a period of 90
     consecutive days; or

          (5) the institution by the Company or the Guarantor of proceedings to
     be adjudicated a bankrupt or insolvent, or the consent by it to the
     institution of bankruptcy or insolvency proceedings against it, or the
     filing by it of a petition or answer or consent seeking reorganization or
     relief under U.S. federal bankruptcy law or any other applicable U.S.
     federal or state law or Canadian federal, provincial or territorial law, or
     the consent by it to the filing of such petition or to the appointment of
     or taking of possession by a receiver, liquidator, assignee, trustee,
     sequestrator, custodian or similar official of the Company or the Guarantor
     or of any substantial part of their respective property, or the making by
     either of them of a general assignment for the benefit of creditors, or the
     admission by the Company or the Guarantor in writing of its inability to
     pay its debts generally as they become due, or the taking of corporate
     action by the Company or the Guarantor in furtherance of any such action;
     or

          (6) the Guarantee shall be held in a judicial proceeding to be
     unenforceable or ceases for any reason to be in full force and effect
     (other than in accordance with the terms of the Guarantee) or the Guarantor
     denies or disaffirms its obligation under the Guarantee; or

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

SECTION 5.02. Acceleration of Maturity; Rescission and Annulment

     If an Event of Default described in Section 5.01(l), (2), (3) (if the Event
of Default under clause (3) is with respect to less than all series of
Securities then Outstanding) or (7) above occurs and is continuing, then and in
every such case the Trustee or the Holders of not less than 25% in principal
amount of the Securities of such series then Outstanding (each such series
voting as a sepa-


<PAGE>
                                      -27-


rate class) may declare the principal of all the Securities of such series to be
due and payable immediately, by a notice in writing to the Company and the
Guarantor (and to the Trustee if given by Holders), and upon any such
declaration such principal shall become and shall be immediately due and
payable, anything in this Indenture or in the Security or in the Guarantee or in
the Guarantee Agreement contained to the contrary notwithstanding. Upon payment
of such amount, all obligations of the Company in respect of the payment of
principal of the Securities of such series, and of the Guarantor under the
Guarantee of such series, shall terminate. If an Event of Default described in
Section 5.01(3) (if the Event of Default under clause (3) is with respect to all
series of Securities then Outstanding), Section 5.01(4) or (5) above occurs and
is continuing, then and in every such case, unless the principal of all the
Securities shall have already become due and payable, the Trustee or the Holders
of not less than 25% in principal amount of all the Securities then Outstanding
(treated as one class) which have not previously become due and payable may
declare the entire principal of all the Securities then Outstanding to be due
and payable immediately, by notice in writing to the Company and the Guarantor
(and to the Trustee if given by Holders) and upon any such declaration such
principal shall become and shall be immediately due and payable, anything in
this Indenture or in the Securities or in the Guarantee or in the Guarantee
Agreement contained to the contrary notwithstanding. Upon payment of such
amount, all obligations of the Company in respect of the payment of principal of
the Securities and of the Guarantor in respect of its Guarantee shall terminate.

     At any time after such a declaration of acceleration 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 provided, the Holders of a majority
in principal amount of the Outstanding Securities of each series so affected, by
written notice to the Company, the Guarantor 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 installments of interest on the Securities of
          such series, and

               (B) the principal of (and premium, if any, on) with respect to
          any Securities of such series which have become due otherwise than by
          such declaration of acceleration, with interest thereon from the date
          such principal became due at the rate borne by the Securities of such
          series, and

               (C) to the extent that payment of such interest is lawful,
          interest upon overdue installments of interest at the rate borne by
          the Securities of such series, 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, other than the nonpayment of the principal
     of Securities of such series which have become due solely by such
     declaration of acceleration, have been cured or waived as provided in
     Section 5.13.


<PAGE>
                                      -28-


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

SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee

     The Company covenants that if default is made in the payment of (1) any
installment of interest on any Security of any series when such interest becomes
due and payable and such default continues for a period of 30 days or (2) the
principal of (and premium, if any, on) any Security of any series at the
Maturity thereof or otherwise, the Company will, upon demand of the Trustee, pay
to the Trustee, for the benefit of the Holders of such Securities of each series
so affected, the whole amount then due and payable on such Securities of such
series for principal (and premium, if any) or interest, if any, or both, as the
case may be, with interest upon the overdue principal and, to the extent that
payment of such interest shall be legally enforceable, upon overdue installments
of interest, at the rate per annum borne by the Securities during the period of
such default; 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, the Guarantor or any other obligor upon the Securities of
each series so affected and collect the moneys adjudged or decreed to be payable
in the manner provided by law out of the property of the Company, the Guarantor
or any other obligor upon the Securities of each series so affected, wherever
situated.

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

SECTION 5.04. 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, the Guarantor or any other obligor
upon the Securities or the property of the Company, the Guarantor or of such
other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities of each series so affected shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company or the Guarantor
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

          (a) to file and prove a claim for the amount of principal (and
     premium, if any) and interest, if any, owing and unpaid in respect of the
     Securities of each series so affected and to file such other papers or
     documents as may be necessary or advisable in order to have the


<PAGE>
                                      -29-


     claims of the Trustee (including any claim for the reasonable compensation,
     expenses, disbursements and advances of the Trustee, its agents and
     counsel) and of the Holders allowed in such judicial proceeding and

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

and any receiver, assignee, trustee, liquidator, sequestrator, custodian 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 6.07.

     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,
the Guarantee or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

SECTION 5.05. Trustee May Enforce Claims Without Possession of Securities

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

SECTION 5.06. 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 an account of principal (and premium,
if any) or interest, if any, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section
     6.07;

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

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


<PAGE>
                                      -30-


SECTION 5.07. 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 the
Guarantee Agreement, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless

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

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

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

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

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

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

SECTION 5.08. Unconditional Right of Holders To Receive Principal and Interest

     Notwithstanding any other provision in this Indenture or the Guarantee
Agreement, 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,
on) and (subject to Section 3.07) interest, if any, on such Security on or after
the Stated Maturity expressed in such Security (or, in the case of redemption,
the Redemption Date), and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

SECTION 5.09. Restoration of Rights and Remedies

     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture or the Guarantee Agreement and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then


<PAGE>
                                      -31-


and in every such case, subject to any determination in such proceeding, the
Company, the Guarantor, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder, and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

SECTION 5.10. Rights and Remedies Cumulative

     No right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 5.11. Delay or Omission Not Waiver

     No delay or omission of the Trustee or of any Holder of any Security 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 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 5.12. Control by Holders

     The Holders of a majority in principal amount of the Outstanding Securities
of each series affected (each series voting as a separate class) 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 or Guarantee of such series;
provided that

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

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

SECTION 5.13. Waiver of Past Defaults

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

          (a) in the payment of the principal of (and premium, if any, on) or
     interest, if any, on any Security or


<PAGE>
                                      -32-


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

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

SECTION 5.14. Undertaking for Costs

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant 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 and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.14 shall not apply to any suit instituted by
the 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 each series affected, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any, on) or
interest, if any, on any Security of such series on or after the Stated Maturity
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date).


                                   ARTICLE SIX

                                   THE TRUSTEE


SECTION 6.01. Certain Duties and Responsibilities

     (a) With respect to the Securities of any series, except during the
continuance of an Event of Default with respect to Securities of such series,

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

          (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture or the
     Guarantee Agreement; 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 require-


<PAGE>
                                      -33-


     ments of this Indenture or the Guarantee Agreement, as the case may be (but
     need not confirm or investigate the accuracy of any mathematical
     calculations or other facts stated therein).

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

     (c) No provision of this Indenture or the Guarantee Agreement 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 paragraph (c) shall not be construed to limit the effect of
     paragraph (a) of this Section 6.01;

          (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; and

          (3) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it with respect to the Securities of any series
     in good faith in accordance with the direction of the Holders of a majority
     in principal amount of the Outstanding Securities of such series 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 or the Guarantee Agreement.

     No provision of this Indenture or the Guarantee Agreement 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.

SECTION 6.02. 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 such series entitled to receive reports pursuant to Section 7.04,
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 (and premium, if any) or interest, if
any, on any Security of such series, the Trustee shall be protected in
withholding such notice if and so long as the Board of Directors, the executive
committee or a trust committee of directors or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders; and provided, further, that in the case of any default
of the character specified in Section 5.01(3) with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 days after
the occurrence thereof. For the purpose of this Section 6.02, the term "default"
means any event which is,


<PAGE>
                                      -34-


or after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

SECTION 6.03. Certain Rights of Trustee

     Except as otherwise provided in Section 6.01:

          (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 or other paper or document (whether
     in its original or facsimile form) 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) may, in the absence of bad
     faith on its part, rely upon an Officers' Certificate;

          (d) the Trustee may consult with counsel and the written 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 reasonably
     satisfactory to it 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 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, at the expense of the Company, and shall incur no liability or
     additional liability of any kind by reason of such inquiry or
     investigation;

          (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;


<PAGE>
                                      -35-


          (h) the Trustee shall not be liable for any action taken, suffered, or
     omitted to be taken by it in good faith and reasonably believed by it to be
     authorized or within the discretion or rights or powers conferred upon it
     by this Indenture;

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

          (j) the rights, privileges, protections, immunities and benefits given
     to the Trustee, including, without limitation, its right to be indemnified,
     are extended to, and shall be enforceable by, the Trustee in each of its
     capacities hereunder, and to each agent, custodian and other Person
     employed to act hereunder.

SECTION 6.04. 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 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 shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 6.05. May Hold Securities

     The Trustee, any Paying Agent, any Securities 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 6.08 and 6.13, may otherwise deal
with the Company or the Guarantor with the same rights it would have if it were
not the Trustee, Paying Agent, Securities Registrar or such other agent.

SECTION 6.06. 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 with the Company.

SECTION 6.07. Compensation and Reimbursement

     The Company agrees

          (a) to pay to the Trustee from time to time such compensation as shall
     be agreed upon in writing from time to time 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);


<PAGE>
                                      -36-


          (b) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all 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

          (c) to indemnify the Trustee and any predecessor Trustee for, and to
     hold it harmless against, any and all loss, liability, claim, damage or
     expense incurred without negligence or willful misconduct on its part,
     arising out of or in connection with the acceptance or administration of
     this trust, 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 6.07, 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 or interest, if any, on the
Securities.

SECTION 6.08. Disqualification; Conflicting Interests

     If the Trustee has or shall acquire any conflicting interest within the
meaning of the Trust Indenture Act with respect to the Securities of any series,
it shall either eliminate such conflicting interest or resign with respect to
the Securities of such series, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture.

     The following Indentures between the Guarantor and the Trustee shall be
excluded from the application of Section 310(b)(1) of the Trust Indenture Act:
Indentures dated as of June 15, 1990, October 1, 1991 and April 1, 1992.

SECTION 6.09. Corporate Trustee Required; Eligibility

     There shall at all times be a Trustee hereunder with respect to each series
of Securities which shall be a Person eligible under the Trust Indenture Act,
having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by U.S. 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 6.09, 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. No obligor of the
Securities or Person directly or indirectly controlling, controlled by or under
common control with such obligor or the Guarantor shall serve as Trustee upon
such Securities. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.09, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article Six.


<PAGE>
                                      -37-


SECTION 6.10. Resignation and Removal; Appointment of Successor

     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article Six shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

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

     (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. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the receipt of such notice of
removal, the removed Trustee may petition at the expense of the Company any
court of competent jurisdiction for the appointment of a successor Trustee.

     (d) If at any time with respect to any series of Securities:

          (1) the Trustee shall fail to comply with Section 6.08 after written
     request therefor by the Company or by any Holder who has been a bona fide
     Holder of a Security of such series for at least six months, or

          (2) the Trustee shall cease to be eligible under Section 6.09 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
     such series of Securities or (ii) subject to Section 5.14, any Holder who
     has been a bona fide Holder of a Security for at least six months may, on
     behalf of himself and all others similarly situated, petition any court of
     competent jurisdiction for the removal of the Trustee and the appointment
     of a successor Trustee.

     (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). 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


<PAGE>
                                      -38-


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 Section 6.11, become the successor Trustee with respect to the Securities
of such series and to that extent supersede the successor Trustee appointed by
the Company. If no successor Trustee shall have been so appointed by the Company
or the Holders and accepted appointment in the manner hereinafter provided, 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 appointment of a successor Trustee.

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

SECTION 6.11. Acceptance of Appointment by Successor

     (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, 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 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, subject, nevertheless to its lien, if
any, provided for in Section 6.07.

     (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 (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (ii)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(iii) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and, upon the execution and delivery of such
supplemental


<PAGE>
                                      -39-


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 6.11, as the case may be.

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

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

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

SECTION 6.13. Preferential Collection of Claims Against Company

     If and when the Trustee shall become a creditor of the Company or the
Guarantor (or any other obligor of the Securities), the Trustee shall be subject
to the terms of the Trust Indenture Act regarding collection of claims against
the Company (or such obligor).

SECTION 6.14. Trustee's Application for Instructions from the Company

     Any application by the Trustee for written instructions from the Company
may, at the option of the Trustee, set forth in writing any action proposed to
be taken or omitted by the Trustee under this Indenture and the date on and/or
after which such action shall be taken or such omission shall be effective. The
Trustee shall not be liable for any action taken by, or omission of, the Trustee
in accordance with a proposal included in such application on or after the date
specified in such application (which date shall not be less than three Business
Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to any

<PAGE>
                                      -40-


earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


SECTION 7.01. Company To Furnish Trustee Names and Addresses of Holders

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

          (a) semiannually, not more than 15 days after each Record Date, a
     list, in such form as the Trustee may reasonably require, of the names and
     addresses of the Holders as of such 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;

excluding from any such list names and addresses received by the Trustee in its
capacity as Securities Registrar.

SECTION 7.02. Preservation of Information; Communications to Holders

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, (i) the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and (ii) the names and
addresses of Holders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

     (b) Holders may communicate as provided in Section 312(b) of the Trust
Indenture Act with other Holders with respect to their rights under this
Indenture or under the Securities.

     (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 paragraph (b) of this Section 7.02, 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
paragraph (b) of this Section 7.02.


<PAGE>
                                      -41-


SECTION 7.03. Reports by Trustee

     (a) Within 60 days after June 15 of each year commencing with June 15,
2001, the Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required under the Trust
Indenture Act at the time and in the manner provided therein.

     (b) A copy of each such report shall, at the time of transmission to
Holders, be filed by the Trustee with each stock exchange upon which the
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when the Securities are listed on any stock exchange.

SECTION 7.04. Reports by Company

     (a) 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 (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company is required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended and shall otherwise comply with Section 314(a) of the
Trust Indenture Act.

     (b) The Company shall furnish to the Trustee, within 120 days after the end
of each fiscal year, a brief certificate from the principal executive officer,
principal financial officer or principal accounting officer as to his or her
knowledge of the Company's compliance with all conditions and covenants under
this Indenture. For purposes of this paragraph (b), such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture.

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


                                  ARTICLE EIGHT

       CONSOLIDATION, MERGER, AMALGAMATION, CONVEYANCE, TRANSFER OR LEASE


SECTION 8.01. Company May Consolidate, Etc., Only on Certain Terms

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

          (1) in case the Company shall consolidate or amalgamate with or merge
     into another Person or convey, transfer or lease its properties and assets
     substantially as an entirety to any


<PAGE>
                                      -42-


     Person, the Person formed by such consolidation or the continuing Person
     resulting from such amalgamation 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, limited liability company, unlimited liability
     company or trust organized and existing under the laws of the United States
     of America, any state thereof or the District of Columbia or under the laws
     of Canada or any province or territory thereof 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, if any, on all the Securities and the
     performance of every covenant of this Indenture on the part of the Company
     to be performed or observed;

          (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,
     amalgamation, conveyance, transfer or lease and, if a supplemental
     indenture is required in connection with such transaction, such
     supplemental indenture comply with this Article Eight and that all
     conditions precedent herein provided for relating to such transaction have
     been complied with.

SECTION 8.02. Successor Corporation Substituted

     Upon any consolidation, amalgamation, or merger by the Company with or into
any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety to any Person in accordance
with Section 8.01, the successor corporation, partnership, limited liability
company, unlimited liability company or trust formed by or resulting from such
consolidation or amalgamation 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 corporation, partnership, limited
liability company, unlimited liability company or trust had been named as the
Company herein, and thereafter, except in the case of a lease to another Person,
the predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.

SECTION 8.03. Assignment by the Company to the Guarantor or its other
              Subsidiaries

     (a) The Company may assign its obligations under any series of Securities
to the Guarantor or any Subsidiary of the Guarantor (the "Affiliate Assignee")
and such Affiliate Assignee shall be treated as the successor to the Company
with respect to such series of Securities; provided that: (i) the Affiliate
Assignee expressly assumes in an assumption agreement or supplemental indenture
hereto, executed and delivered to the Trustee, the due and punctual payment of
the principal of and any premium and interest on such Securities and the
performance or observance of every covenant of this Indenture on the part of the
Company to be performed or observed; (ii) immediately after giving effect to
such assignment and assumption, 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;


<PAGE>
                                      -43-


(iii) the Affiliate Assignee shall deliver to the Trustee an opinion of an
independent counsel or a tax consultant of recognized standing that the Holders
will not recognize income, gain or loss for United States federal income tax
purposes as a result of such assignment and assumption by the date of such
assignment and assumption; and (iv) the Affiliate Assignee shall have delivered
to the Trustee an Officers' Certificate stating that such assignment and
assumption and such assumption agreement comply with this Article and that all
conditions precedent herein provided for relating to such assignment and
assumption have been complied with.

     (b) Upon any assignment and assumption of Securities pursuant to Section
8.03(a), the Affiliate Assignee shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under such Securities and
this Indenture with the same effect as if the Affiliate Assignee had been named
as the Company herein, and the Company shall be released from its liability as
obligor upon such Securities and under this Indenture and, if the Affiliate
Assignee is the Guarantor and the Guarantor has assumed the obligations of the
Company under an outstanding series of Securities and the Indenture in
accordance with (a) above, all outstanding Guarantees of such series of
Securities shall automatically terminate and be discharged.


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES


SECTION 9.01. 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 for the benefit of the
     Holders of all or any series of Securities, or to surrender any right or
     power herein conferred upon the Company; or

          (3) to secure the Securities; or

          (4) 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; provided such action shall not adversely affect the
     interests of the Holders in any material respect; or

          (5) 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


<PAGE>
                                      -44-


     of the provisions of this Indenture as shall be necessary to provide for or
     facilitate the administration of the trusts hereunder by more than one
     trustee, pursuant to the requirements of Section 6.11.

SECTION 9.02. Supplemental Indentures With Consent of Holders

     With the consent of the Holders of not less than a majority in principal
amount of the Securities at the time Outstanding of all series affected by such
supplemental indenture (each such series voting as a separate class), 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 premium, if
     any, on), or any installment of principal of or interest, if any, on, any
     Security, or reduce the principal amount thereof or the interest thereon,
     or change the place of payment where, or the coin or currency in which, any
     Security 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

          (2) reduce the percentage in principal amount of the Outstanding
     Securities, 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 9.02 or Section 5.13,
     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.

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

     It shall not be necessary for any Act of Holders under this Section 9.02 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.


<PAGE>
                                      -45-


SECTION 9.03. Execution of Supplemental Indentures

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article Nine or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and 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 9.04. 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.

SECTION 9.05. 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 9.06. Reference in Securities to Supplemental Indentures

     Securities 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 so modified as to conform, in the opinion of the Trustee and the
Board of Directors, 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.


                                   ARTICLE TEN

                                    COVENANTS


SECTION 10.01. Payment of Principal and Interest

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

SECTION 10.02. Maintenance of Office or Agency

     The Company will maintain in the Borough of Manhattan, The City of New
York, an office or agency where Securities may


<PAGE>
                                      -46-


be presented or surrendered for payment, where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities 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 (in or outside The City of New York) where the Securities 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 the Borough of Manhattan, The City of New York, 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.

SECTION 10.03. Money for Security 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 (or premium, if any) or interest, if any, 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 (or premium, if any) or
interest, if any, 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, it will, on each
due date of the principal of (or premium, if any) or interest, if any, on any
Securities, deposit with a Paying Agent a sum sufficient to pay the principal or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal 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.

     The Company will cause each Paying Agent 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 10.3, that such
Paying Agent will:

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

          (b) give the Trustee notice of any default by the Company (or any
     other obligor upon the Securities of that series) in the making of any
     payment of principal of (or premium, if any, on) or interest, if any, on
     the Securities of that series when the same shall be due and payable; and


<PAGE>
                                      -47-


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

SECTION 10.04. Limitation on Liens

     The Company will not itself, and will not permit any Restricted Subsidiary
to, incur, issue, assume or guarantee any Debt secured after the date hereof by
pledge of, or mortgage or lien on (herein referred to as "Lien"), any Principal
Property of the Company or any Restricted Subsidiary or any shares of Capital
Stock of or Debt of any Restricted Subsidiary, without effectively providing
that the Securities (together with, if the Company shall so determine, any other
Debt of the Company or such Restricted Subsidiary then existing or thereafter
created which is not subordinate to the Securities) shall be secured equally and
ratably with (or, at the option of the Company, 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 such secured Debt of the Company and the
Restricted Subsidiaries, would not at that time exceed 10% of Consolidated Net
Tangible Assets; provided, however, that this Section 10.04 shall not apply to,
and there shall be excluded from secured Debt in any computation under this
Section 10.04, Debt secured by:

          (1) Liens on any property or any interest therein, construction
     thereon or improvement thereto to secure all or any part of the costs
     incurred after the date hereof for surveying, exploration, drilling, mining
     or other extraction, development, construction, alteration, repair or
     improvement of, in, under or on such property or to secure Debt incurred to
     provide funds for any such purpose (it being understood that, in the case
     of oil, gas or mineral properties, or interests therein, costs incurred
     after the date hereof for "development" shall include costs incurred for
     all facilities relating to such properties or to projects, ventures or
     other arrangements of which such properties form a part or which relate to
     such properties or interests, which facilities may include, without
     limitation, any drilling equipment, production equipment and platforms or
     mining equipment, pipelines, pumping stations or other pipeline facilities;
     terminals or warehouses or storage facilities; bulk plants; production,
     separation, dehydration, extraction, treating and processing facilities;
     gasification or gas liquefying facilities, flares, stacks or burning
     towers; flotation mills, crushers and ore handling facilities; tank cars,
     tankers, barges, ships, trucks, automobiles, airplanes or other marine,
     automotive, aeronautical or other similar moveable facilities or equipment;
     computer systems and associated programs or office equipment; roads,
     airports and docks (including drydocks); reservoirs or waste disposal
     facilities; sewers, generating plants or electric lines; telephone and
     telegraph lines, radio and other communications facilities; townsites,
     housing facilities, recreation halls, stores and other related facilities;
     and similar facilities and equipment of or associated with any of the
     foregoing, whether or not in whole or in part located or from time to time
     located at or on such properties, projects, ventures or the situs of such
     other arrangements;

          (2) Liens or the creation of encumbrances on an oil and/or gas or
     mineral producing property to secure obligations incurred or guarantees of
     obligations incurred in connection with or necessarily incidental to
     commitments of purchase or sale of, or the transportation or distribution
     of, the products derived from such property;


<PAGE>
                                      -48-


          (3) Liens on drilling equipment, production equipment and platforms or
     mining equipment, pipelines, pumping stations or other pipeline facilities;
     terminals or warehouses or storage facilities; bulk plants; production,
     separation, dehydration, extraction, treating and processing facilities;
     gasification or gas liquefying facilities, flares, stacks or burning
     towers; flotation mills, crushers and ore handling facilities; tank cars,
     tankers, barges, ships, trucks, automobiles, airplanes or other marine,
     automotive, aeronautical or other similar moveable facilities or equipment;
     computer systems and associated programs or office equipment; roads,
     airports and docks (including drydocks); reservoirs or waste disposal
     facilities; sewers, generating plants or electric lines; telephone and
     telegraph lines, radio and other communications facilities; townsites,
     housing facilities, recreation halls, stores and other related facilities;
     real and personal property used primarily for purposes other than those of
     Principal Properties; and similar facilities and equipment of or associated
     with any of the foregoing, whether or not in whole or in part located or
     from time to time located at or on such properties, projects, ventures or
     the situs of such other arrangements;

          (4) Liens on property existing at the time of acquisition of such
     property or mortgages to secure the payment of all or any part of the
     purchase price of such property or to secure any Debt, incurred prior to,
     at the time of or within 24 months after the acquisition of such property
     for the purpose of financing all or any part of the purchase price thereof;

          (5) Liens (a) in favor of the United States of America or any State
     thereof, or any other country, or any municipality therein or any political
     subdivision, department, agency or instrumentality of any of them to secure
     moneys borrowed from or by such authorities, whether or not such moneys are
     borrowed or the repayment thereof is guaranteed by the Company or by a
     Restricted Subsidiary, including, without limitation, Liens to secure Debt
     issued, assumed or guaranteed in pollution control or industrial revenue
     bond financings, or (b) to secure the performance of any covenant or
     obligation to or in favor of or entered into at the request of such
     authorities where such security is required pursuant to any contract,
     order, direction, regulation or statute;

          (6) Liens in existence prior to the date hereof;

          (7) Liens by any Restricted Subsidiary pursuant to the terms of any
     trust deed or similar document entered into by such Restricted Subsidiary,
     or by a predecessor of such Restricted Subsidiary, prior to the date when
     it became a Subsidiary;

          (8) Liens existing on any of the properties of, or on any shares of
     Capital Stock or Debt of, a corporation (including, but not limited to, a
     Restricted Subsidiary) at the time when such corporation becomes a
     Subsidiary or is consolidated with or merged into the Company or a
     Subsidiary or Liens existing upon property, Capital Stock or Debt at the
     time of acquisition thereof;

          (9) Liens which secure only indebtedness owing by a Subsidiary to the
     Company or by a Subsidiary or the Company to a Subsidiary;


<PAGE>
                                      -49-


          (10) any extension, renewal or replacement (or successive extensions,
     renewals or replacements), as a whole or in part, of any Lien referred to
     in the foregoing clauses (1) to (9) inclusive, so long as such extension,
     renewal or replacement of such Lien is limited to all or any part of the
     same property, shares of Capital Stock or Debt that secured the Lien
     extended, renewed or replaced (plus improvements on such property);

          (11) pledges or deposits under workmen's compensation, unemployment
     insurance or similar statutes, mechanics', workmen's, repairmen's,
     materialmen's, carriers' or other similar Liens arising in the ordinary
     course of business or deposits or pledges to obtain the release of any such
     Liens;

          (12) Liens (a) created by or resulting from any litigation or other
     proceedings, including Liens arising out of judgments or awards against the
     Company or any Restricted Subsidiary, with respect to which the Company or
     such Restricted Subsidiary is in good faith prosecuting an appeal or
     proceeding for review, or (b) incurred by the Company or any Restricted
     Subsidiary for the purpose of obtaining a stay or discharge in the course
     of any legal proceeding to which the Company or such Restricted Subsidiary
     is a party;

          (13) Liens for taxes or assessments or governmental charges or levies
     not yet due or delinquent, or which can thereafter be paid without penalty,
     or which are being contested in good faith by appropriate proceedings,
     landlord's Liens on property held under lease, and other Liens of a nature
     similar to those hereinabove described in this clause (13) which do not, in
     the opinion of the Company or such Restricted Subsidiary, materially impair
     the use of such property in the operation of the business of the Company or
     such Restricted Subsidiary or the value of such property for the purpose of
     such business;

          (14) easements, rights-of-way, restrictions and other similar charges
     or encumbrances not interfering with the ordinary conduct of the business
     of the Company or any Restricted Subsidiary; and

          (15) Liens secured by pipeline assets of El Paso Natural Gas Company;

and provided, further, that the following types of transactions, among others,
shall not be deemed to create Debt secured by a Lien: the sale (including any
forward sale) or other transfer of (i) oil, gas, gold or other minerals, whether
in place or when produced, for a period of time until, or in an amount such
that, the purchaser will realize therefrom a specified amount of money (however
determined) or a specified amount of such minerals, or (ii) any other interest
in property of the character commonly referred to as a "production payment, "ore
payment", "royalty interest", "overriding royalty interest", or "mineral
payment", or farmouts, the creation of working interest, joint operating or
unitization agreements, or other similar transactions.

SECTION 10.05. Waiver of Certain Covenants

     The Company may omit in any particular instance to comply with any covenant
or condition set forth in Section 10.04 if, before or after the time for such
compliance, the Holders of at


<PAGE>
                                      -50-


least a majority in principal amount of the Outstanding Securities of each
series shall, by notice to the Trustee, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant 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
covenant or condition shall remain in full force and effect.

SECTION 10.06. Withholding and Reporting Obligations of Paying Agent

     The Paying Agent will comply with all applicable United States withholding,
backup withholding, and information reporting requirements imposed upon it by
the Internal Revenue Code and the Treasury Regulations issued thereunder.


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES


SECTION 11.01. Applicability of Article

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified, as contemplated by Section 3.01 for Securities of any series) in
accordance with this Article Eleven; provided, however, that if any provision of
any such Security shall conflict with any provision of this Article Eleven, the
provision of such Security shall govern. Except as otherwise set forth in any
Security, each Security shall be subject to partial redemption only in the
amount of $1,000 or integral multiples thereof.

SECTION 11.02. Election to Redeem; Notice To Trustee

     The right of the Company to elect to redeem any Securities of any series
shall be set forth in the terms of such Securities of such series established in
accordance with Section 3.01. In case of any redemption at the election of the
Company, the Company shall, at least 60 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed and shall deliver to the Trustee such
documentation and records as shall enable the Trustee to select the Securities
to be redeemed pursuant to Section 11.03. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

SECTION 11.03. 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 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method


<PAGE>
                                      -51-


as may be specified by the terms of such Securities or, if no such method is so
specified, by such method as the Trustee shall deem appropriate and which may
provide for the selection for redemption of portions of the principal amount of
Securities of such 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.

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

SECTION 11.04. Notice of Redemption

     Notice of redemption shall be given by the Company or, at the Company's
request, by the Trustee to the Holders of the Securities to be redeemed, by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date, to each Holder of Securities to be redeemed, at
such Holder's address appearing in the Securities 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) the applicable CUSIP Numbers.

SECTION 11.05. Deposit of Redemption Price

     On or before any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.03) 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.

<PAGE>
                                      -52-


SECTION 11.06. 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 and at the place or places therein specified, and from and
after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest, if any) such Securities shall cease to
bear interest. Upon surrender of any such Security for redemption in accordance
with said notice, such Security shall be paid by the Company at the Redemption
Price, together with accrued interest to the Redemption Date; provided, however,
that 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
3.07.

     If any Security called for redemption shall not be so paid upon surrender
therefor, the Redemption Price shall, until paid, bear interest from the
Redemption Date at the rate prescribed therefor in the Security.

SECTION 11.07. Securities Redeemed in Part

     Any Security that is to be redeemed only in part shall be surrendered at
the 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, 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.



<PAGE>
                                       S-1


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


                           BURLINGTON RESOURCES FINANCE COMPANY, as Issuer


                           By:
                                  ----------------------------------------------
                                  Name:
                                  Title:


                           CITIBANK, N.A., as Trustee


                           By:
                                  ----------------------------------------------
                                  Name:
                                  Title: