Exhibit
4.2




FORM OF SUBORDINATED
INDENTURE


 





EDGE PETROLEUM
CORPORATION


as Issuer


and


THE POTENTIAL SUBSIDIARY
GUARANTORS

LISTED ON THE SIGNATURE PAGES HERETO


as Potential Subsidiary
Guarantors


and


                                               


as Trustee


                                               


Indenture


Dated as of                     ,
        


                                            




Subordinated Debt Securities


 














EDGE
PETROLEUM CORPORATION


Reconciliation
and tie between Trust Indenture Act of 1939

and Indenture, dated as of               
        ,            


                                  


	
  Section of

  	
   

  	
   

  
	
  Trust
  Indenture

  	
   

  	
  Section(s) of

  
	
  Act of 1939

  	
   

  	
  Indenture

  
	
   

  	
   

  	
   

  	
   

  
	
  § 310

  	
  (a)(1)

  	
   

  	
  7.10

  
	
   

  	
  (a)(2)

  	
   

  	
  7.10

  
	
   

  	
  (a)(3)

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(5)

  	
   

  	
  7.10

  
	
   

  	
  (b)

  	
   

  	
  7.08, 7.10

  
	
  § 311

  	
  (a)

  	
   

  	
  7.11

  
	
   

  	
  (b)

  	
   

  	
  7.11

  
	
   

  	
  (c)

  	
   

  	
  Not Applicable

  
	
  § 312

  	
  (a)

  	
   

  	
  2.07

  
	
   

  	
  (b)

  	
   

  	
  12.03

  
	
   

  	
  (c)

  	
   

  	
  12.03

  
	
  § 313

  	
  (a)

  	
   

  	
  7.06

  
	
   

  	
  (b)

  	
   

  	
  7.06

  
	
   

  	
  (c)

  	
   

  	
  7.06

  
	
   

  	
  (d)

  	
   

  	
  7.06

  
	
  § 314

  	
  (a)

  	
   

  	
  4.03, 4.04

  
	
   

  	
  (b)

  	
   

  	
  Not Applicable

  
	
   

  	
  (c)(1)

  	
   

  	
  12.04

  
	
   

  	
  (c)(2)

  	
   

  	
  12.04

  
	
   

  	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
   

  	
  (d)

  	
   

  	
  Not Applicable

  
	
   

  	
  (e)

  	
   

  	
  12.05

  
	
  § 315

  	
  (a)

  	
   

  	
  7.01(b)

  
	
   

  	
  (b)

  	
   

  	
  7.05

  
	
   

  	
  (c)

  	
   

  	
  7.01(a)

  
	
   

  	
  (d)

  	
   

  	
  7.01(c)

  
	
   

  	
  (d)(1)

  	
   

  	
  7.01(c)(1)

  
	
   

  	
  (d)(2)

  	
   

  	
  7.01(c)(2)

  
	
   

  	
  (d)(3)

  	
   

  	
  7.01(c)(3)

  
	
   

  	
  (e)

  	
   

  	
  6.11

  
	
  § 316

  	
  (a)(1)(A)

  	
   

  	
  6.05

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  6.04

  
	
   

  	
  (a)(2)

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(last
  sentence)

  	
   

  	
  2.11

  
	
   

  	
  (b)

  	
   

  	
  6.07

  
	
  § 317

  	
  (a)(1)

  	
   

  	
  6.08

  
	
   

  	
  (a)(2)

  	
   

  	
  6.09

  
	
   

  	
  (b)

  	
   

  	
  2.06

  
	
  § 318

  	
  (a)

  	
   

  	
  12.01

  



 






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
















TABLE OF
CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.01

  	
   

  	
  Definitions.

  	
   

  	
  1

  
	
   

  	
  SECTION 1.02

  	
   

  	
  Other Definitions.

  	
   

  	
  6

  
	
   

  	
  SECTION 1.03

  	
   

  	
  Incorporation by Reference of Trust Indenture Act.

  	
   

  	
  6

  
	
   

  	
  SECTION 1.04

  	
   

  	
  Rules of Construction.

  	
   

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE II THE SECURITIES

  	
   

  	
  7

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.01

  	
   

  	
  Amount Unlimited; Issuable in Series.

  	
   

  	
  7

  
	
   

  	
  SECTION 2.02

  	
   

  	
  Denominations.

  	
   

  	
  10

  
	
   

  	
  SECTION 2.03

  	
   

  	
  Forms Generally.

  	
   

  	
  10

  
	
   

  	
  SECTION 2.04

  	
   

  	
  Execution, Authentication, Delivery and Dating.

  	
   

  	
  11

  
	
   

  	
  SECTION 2.05

  	
   

  	
  Registrar and Paying Agent.

  	
   

  	
  13

  
	
   

  	
  SECTION 2.06

  	
   

  	
  Paying Agent to Hold Money in Trust.

  	
   

  	
  13

  
	
   

  	
  SECTION 2.07

  	
   

  	
  Holder Lists.

  	
   

  	
  14

  
	
   

  	
  SECTION 2.08

  	
   

  	
  Transfer and Exchange.

  	
   

  	
  14

  
	
   

  	
  SECTION 2.09

  	
   

  	
  Replacement Securities.

  	
   

  	
  14

  
	
   

  	
  SECTION 2.10

  	
   

  	
  Outstanding Securities.

  	
   

  	
  15

  
	
   

  	
  SECTION 2.11

  	
   

  	
  Original Issue Discount, Foreign-Currency
  Denominated and Treasury Securities.

  	
   

  	
  15

  
	
   

  	
  SECTION 2.12

  	
   

  	
  Temporary Securities.

  	
   

  	
  16

  
	
   

  	
  SECTION 2.13

  	
   

  	
  Cancellation.

  	
   

  	
  16

  
	
   

  	
  SECTION 2.14

  	
   

  	
  Payments; Defaulted Interest.

  	
   

  	
  16

  
	
   

  	
  SECTION 2.15

  	
   

  	
  Persons Deemed Owners.

  	
   

  	
  17

  
	
   

  	
  SECTION 2.16

  	
   

  	
  Computation of Interest.

  	
   

  	
  17

  
	
   

  	
  SECTION 2.17

  	
   

  	
  Global Securities; Book-Entry Provisions.

  	
   

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE III REDEMPTION

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.01

  	
   

  	
  Applicability of Article.

  	
   

  	
  19

  
	
   

  	
  SECTION 3.02

  	
   

  	
  Notice to the Trustee.

  	
   

  	
  19

  
	
   

  	
  SECTION 3.03

  	
   

  	
  Selection of Securities To Be Redeemed.

  	
   

  	
  19

  
	
   

  	
  SECTION 3.04

  	
   

  	
  Notice of Redemption.

  	
   

  	
  20

  
	
   

  	
  SECTION 3.05

  	
   

  	
  Effect of Notice of Redemption.

  	
   

  	
  21

  
	
   

  	
  SECTION 3.06

  	
   

  	
  Deposit of Redemption Price.

  	
   

  	
  21

  
	
   

  	
  SECTION 3.07

  	
   

  	
  Securities Redeemed or Purchased in Part.

  	
   

  	
  21

  
	
   

  	
  SECTION 3.08

  	
   

  	
  Purchase of Securities.

  	
   

  	
  22

  
	
   

  	
  SECTION 3.09

  	
   

  	
  Mandatory and Optional Sinking Funds.

  	
   

  	
  22

  
	
   

  	
  SECTION 3.10

  	
   

  	
  Satisfaction of Sinking Fund Payments with
  Securities.

  	
   

  	
  22

  
	
   

  	
  SECTION 3.11

  	
   

  	
  Redemption of Securities for Sinking Fund.

  	
   

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV COVENANTS

  	
   

  	
  23

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.01

  	
   

  	
  Payment of Securities.

  	
   

  	
  23

  
								



 



 i
 









 


	
  

  	
  SECTION 4.02

  	
   

  	
  Maintenance of Office or Agency.

  	
   

  	
  24

  
	
   

  	
  SECTION 4.03

  	
   

  	
  SEC Reports; Financial Statements.

  	
   

  	
  24

  
	
   

  	
  SECTION 4.04

  	
   

  	
  Compliance Certificate.

  	
   

  	
  25

  
	
   

  	
  SECTION 4.05

  	
   

  	
  Corporate Existence.

  	
   

  	
  25

  
	
   

  	
  SECTION 4.06

  	
   

  	
  Waiver of Stay, Extension or Usury Laws.

  	
   

  	
  25

  
	
   

  	
  SECTION 4.07

  	
   

  	
  Additional Amounts.

  	
   

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE V SUCCESSORS

  	
   

  	
  26

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.01

  	
   

  	
  Limitations on Mergers and Consolidations.

  	
   

  	
  26

  
	
   

  	
  SECTION 5.02

  	
   

  	
  Successor Person Substituted.

  	
   

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI DEFAULTS AND REMEDIES

  	
   

  	
  27

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.01

  	
   

  	
  Events of Default.

  	
   

  	
  27

  
	
   

  	
  SECTION 6.02

  	
   

  	
  Acceleration.

  	
   

  	
  29

  
	
   

  	
  SECTION 6.03

  	
   

  	
  Other Remedies.

  	
   

  	
  30

  
	
   

  	
  SECTION 6.04

  	
   

  	
  Waiver of Defaults.

  	
   

  	
  30

  
	
   

  	
  SECTION 6.05

  	
   

  	
  Control by Majority.

  	
   

  	
  30

  
	
   

  	
  SECTION 6.06

  	
   

  	
  Limitations on Suits.

  	
   

  	
  31

  
	
   

  	
  SECTION 6.07

  	
   

  	
  Rights of Holders to Receive Payment.

  	
   

  	
  31

  
	
   

  	
  SECTION 6.08

  	
   

  	
  Collection Suit by Trustee.

  	
   

  	
  31

  
	
   

  	
  SECTION 6.09

  	
   

  	
  Trustee May File Proofs of Claim.

  	
   

  	
  32

  
	
   

  	
  SECTION 6.10

  	
   

  	
  Priorities.

  	
   

  	
  32

  
	
   

  	
  SECTION 6.11

  	
   

  	
  Undertaking for Costs.

  	
   

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII TRUSTEE

  	
   

  	
  33

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 7.01

  	
   

  	
  Duties of Trustee.

  	
   

  	
  33

  
	
   

  	
  SECTION 7.02

  	
   

  	
  Rights of Trustee.

  	
   

  	
  34

  
	
   

  	
  SECTION 7.03

  	
   

  	
  May Hold Securities.

  	
   

  	
  35

  
	
   

  	
  SECTION 7.04

  	
   

  	
  Trustee’s Disclaimer.

  	
   

  	
  35

  
	
   

  	
  SECTION 7.05

  	
   

  	
  Notice of Defaults.

  	
   

  	
  35

  
	
   

  	
  SECTION 7.06

  	
   

  	
  Reports by Trustee to Holders.

  	
   

  	
  35

  
	
   

  	
  SECTION 7.07

  	
   

  	
  Compensation and Indemnity.

  	
   

  	
  36

  
	
   

  	
  SECTION 7.08

  	
   

  	
  Replacement of Trustee.

  	
   

  	
  36

  
	
   

  	
  SECTION 7.09

  	
   

  	
  Successor Trustee by Merger, etc.

  	
   

  	
  38

  
	
   

  	
  SECTION 7.10

  	
   

  	
  Eligibility; Disqualification.

  	
   

  	
  38

  
	
   

  	
  SECTION 7.11

  	
   

  	
  Preferential Collection of Claims Against the
  Company or a Subsidiary Guarantor.

  	
   

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII DISCHARGE OF INDENTURE

  	
   

  	
  39

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 8.01

  	
   

  	
  Termination of the Company’s and the Subsidiary
  Guarantors’ Obligations.

  	
   

  	
  39

  
	
   

  	
  SECTION 8.02

  	
   

  	
  Application of Trust Money.

  	
   

  	
  43

  
	
   

  	
  SECTION 8.03

  	
   

  	
  Repayment to Company.

  	
   

  	
  43

  
	
   

  	
  SECTION 8.04

  	
   

  	
  Reinstatement.

  	
   

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS

  	
   

  	
  44

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.01

  	
   

  	
  Without Consent of Holders.

  	
   

  	
  44

  
							



 



 ii
 









 


	
  

  	
  SECTION 9.02

  	
   

  	
  With Consent of Holders.

  	
   

  	
  45

  
	
   

  	
  SECTION 9.03

  	
   

  	
  Compliance with Trust Indenture Act.

  	
   

  	
  47

  
	
   

  	
  SECTION 9.04

  	
   

  	
  Revocation and Effect of Consents.

  	
   

  	
  47

  
	
   

  	
  SECTION 9.05

  	
   

  	
  Notation on or Exchange of Securities.

  	
   

  	
  48

  
	
   

  	
  SECTION 9.06

  	
   

  	
  Trustee to Sign Amendments, etc.

  	
   

  	
  48

  
	
   

  	
   

  	
   

  
	
  ARTICLE X SUBORDINATION OF SECURITIES AND GUARANTEES

  	
   

  	
  48

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.01

  	
   

  	
  Securities and Guarantees Subordinated to Senior
  Debt.

  	
   

  	
  48

  
	
   

  	
  SECTION 10.02

  	
   

  	
  No Payment on Securities in Certain Circumstances.

  	
   

  	
  49

  
	
   

  	
  SECTION 10.03

  	
   

  	
  Securities and Guarantees Subordinated to Prior
  Payment of All Senior Debt on Dissolution, Liquidation or Reorganization.

  	
   

  	
  49

  
	
   

  	
  SECTION 10.04

  	
   

  	
  Subrogation to Rights of Holders of Senior Debt.

  	
   

  	
  50

  
	
   

  	
  SECTION 10.05

  	
   

  	
  Obligations of the Company and the Subsidiary
  Guarantors Unconditional.

  	
   

  	
  51

  
	
   

  	
  SECTION 10.06

  	
   

  	
  Trustee Entitled to Assume Payments Not Prohibited
  in Absence of Notice.

  	
   

  	
  52

  
	
   

  	
  SECTION 10.07

  	
   

  	
  Application by Trustee of Amounts Deposited with It.

  	
   

  	
  52

  
	
   

  	
  SECTION 10.08

  	
   

  	
  Subordination Rights Not Impaired by Acts or
  Omissions of the Company, the Subsidiary Guarantors or Holders of Senior
  Debt.

  	
   

  	
  52

  
	
   

  	
  SECTION 10.09

  	
   

  	
  Trustee to Effectuate Subordination of Securities.

  	
   

  	
  53

  
	
   

  	
  SECTION 10.10

  	
   

  	
  Right of Trustee to Hold Senior Debt.

  	
   

  	
  53

  
	
   

  	
  SECTION 10.11

  	
   

  	
  Article X Not to Prevent Events of Default.

  	
   

  	
  53

  
	
   

  	
  SECTION 10.12

  	
   

  	
  No Fiduciary Duty of Trustee to Holders of Senior
  Debt.

  	
   

  	
  54

  
	
   

  	
  SECTION 10.13

  	
   

  	
  Article Applicable to Paying Agent.

  	
   

  	
  54

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI GUARANTEE

  	
   

  	
  54

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.01

  	
   

  	
  Guarantee

  	
   

  	
  54

  
	
   

  	
  SECTION 11.02

  	
   

  	
  Execution and Delivery of Guarantees

  	
   

  	
  56

  
	
   

  	
  SECTION 11.03

  	
   

  	
  Limitation on Liability of the Subsidiary Guarantors

  	
   

  	
  57

  
	
   

  	
  SECTION 11.04

  	
   

  	
  Release of Subsidiary Guarantors from Guarantee

  	
   

  	
  57

  
	
   

  	
  SECTION 11.05

  	
   

  	
  Contribution

  	
   

  	
  57

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII MISCELLANEOUS

  	
   

  	
  58

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 12.01

  	
   

  	
  Trust Indenture Act Controls.

  	
   

  	
  58

  
	
   

  	
  SECTION 12.02

  	
   

  	
  Notices.

  	
   

  	
  58

  
	
   

  	
  SECTION 12.03

  	
   

  	
  Communication by Holders with Other Holders.

  	
   

  	
  59

  
	
   

  	
  SECTION 12.04

  	
   

  	
  Certificate and Opinion as to Conditions Precedent.

  	
   

  	
  59

  
	
   

  	
  SECTION 12.05

  	
   

  	
  Statements Required in Certificate or Opinion.

  	
   

  	
  60

  
	
   

  	
  SECTION 12.06

  	
   

  	
  Rules by Trustee and Agents.

  	
   

  	
  60

  
	
   

  	
  SECTION 12.07

  	
   

  	
  Legal Holidays.

  	
   

  	
  60

  
	
   

  	
  SECTION 12.08

  	
   

  	
  No Recourse Against Others.

  	
   

  	
  60

  
	
   

  	
  SECTION 12.09

  	
   

  	
  Governing Law.

  	
   

  	
  60

  
	
   

  	
  SECTION 12.10

  	
   

  	
  No Adverse Interpretation of Other Agreements.

  	
   

  	
  61

  
	
   

  	
  SECTION 12.11

  	
   

  	
  Successors.

  	
   

  	
  61

  
	
   

  	
  SECTION 12.12

  	
   

  	
  Severability.

  	
   

  	
  61

  
	
   

  	
  SECTION 12.13

  	
   

  	
  Counterpart Originals.

  	
   

  	
  61

  
	
   

  	
  SECTION 12.14

  	
   

  	
  Table of Contents, Headings, etc.

  	
   

  	
  61

  



 



 iii















INDENTURE dated as of                    
           ,             
between Edge Petroleum Corporation, a Delaware corporation (the “Company”), the
potential subsidiary guarantors listed on the signature pages hereto (the “Potential
Subsidiary Guarantors”), and                                                                                ,
as trustee (the “Trustee”).


Each party agrees as follows for the benefit of the
other party and for the equal and ratable benefit of the Holders of the Company’s
unsecured subordinated debentures, notes or other evidences of indebtedness
(the “Securities”), and the related Guarantees (as hereinafter defined), to be
issued from time to time in one or more series as provided in this Indenture:


ARTICLE I


DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.01                                                                    Definitions.


“Additional Amounts” means any additional amounts
required by the express terms of a Security or by or pursuant to a Board
Resolution, under circumstances specified therein or pursuant thereto, to be
paid by the Company with respect to certain taxes, assessments or other
governmental charges imposed on certain Holders and that are owing to such
Holders.


“Affiliate” of any specified Person means any other
Person directly or indirectly controlling or controlled by, or under direct or
indirect common control with, such specified Person.  For purposes of this definition, “control” of
a Person shall mean 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”
shall have meanings correlative to the foregoing.


“Agent” means any Registrar or Paying Agent.


“Bankruptcy Law” means Title 11 of the United States
Code or any similar federal, state or foreign law for the relief of debtors.


“Board of Directors” means the Board of Directors of
the Company or any committee thereof duly authorized, with respect to any
particular matter, to act by or on behalf of the Board of Directors of the
Company.


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


“Business Day” means any day that is not a Legal
Holiday.


“Capitalized Lease Obligation” of any Person means any
obligation of such Person to pay rent or other amounts under a lease of
property, real or personal, that is required to be capitalized for financial
reporting purposes in accordance with GAAP; and the amount of such obligation
shall be the capitalized amount thereof determined in accordance with GAAP.



 1
 









“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; provided,
however, that for purposes of any provision contained herein which
is required by the TIA, “Company” shall also mean each other obligor (if any)
on the Securities of a series.


“Company Order” and “Company Request” mean,
respectively, a written order or request signed in the name of the Company by
two Officers of the Company, and delivered to the Trustee.


“Corporate Trust
Office of the Trustee” means the office of the Trustee located at                                                                 ,
Attention:                                                         ,
and as may be located at such other address as the Trustee may give notice to
the Company.


“Debt” of any Person means, without duplication: (i)
all indebtedness or obligations of such Person for borrowed money (whether or
not the recourse of the lender is to the whole of the assets of such Person or
only to a portion thereof); (ii) all obligations of such Person evidenced by
notes, bonds, debentures or other similar instruments; (iii) all obligations of
such Person in respect of letters of credit or other similar instruments (or
reimbursement obligations with respect thereto), other than standby letters of
credit, bid or performance bonds and other obligations issued by or for the
account of such Person in the ordinary course of business, to the extent not
drawn or, to the extent drawn, if such drawing is reimbursed not later than the
third Business Day following demand for reimbursement; (iv) all obligations of
such Person to pay the deferred and unpaid purchase price of property or
services, except trade payables and accrued expenses incurred in the ordinary
course of business; (v) all Capitalized Lease Obligations of such Person; (vi)
all Debt of others secured by a lien on any asset of such Person, whether or
not such Debt is assumed by such Person (provided that if the obligations so
secured have not been assumed in full by such Person or are not otherwise such
Person’s legal liability in full, then such obligations shall be deemed to be
in an amount equal to the greater of (a) the lesser of (1) the full amount of
such obligations and (2) the fair market value of such assets, as determined in
good faith by the Board of Directors of such Person, which determination shall
be evidenced by a Board Resolution, and (b) the amount of obligations as have
been assumed by such Person or which are otherwise such Person’s legal
liability); and (vii) all Debt of others (other than endorsements in the
ordinary course of business) guaranteed by such Person to the extent of such
guarantee.


“Default” means any event, act or condition that is,
or after notice or the passage of time or both would be, an Event of Default.


“Depositary” means, with respect to the Securities of
any series issuable or issued in whole or in part in global form, the Person
specified pursuant to Section 2.01 hereof as the initial Depositary with
respect to the Securities of such series, until a successor shall have been
appointed and become such pursuant to the applicable provision of this
Indenture, and thereafter “Depositary” shall mean or include such successor.


“Dollar” or “$” means a dollar or other equivalent
unit in such coin or currency of the United States as at the time shall be
legal tender for the payment of public and private debt.



 2
 









“Exchange Act” means the Securities Exchange Act of
1934, as amended, and any successor statute.


“GAAP” means generally accepted accounting principles
in the United States set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public Accountants
and statements and pronouncements of the Financial Accounting Standards Board
or in such other statements by such other entity as may be approved by a
significant segment of the accounting profession of the United States, as in
effect from time to time.


“Global Security” means a Security that is issued in
global form in the name of the Depositary with respect thereto or its nominee.


“Government Obligations” means, with respect to a
series of Securities, direct obligations of the government that issues the
currency in which the Securities of the series are payable for the payment of
which the full faith and credit of such government is pledged, or obligations
of a Person controlled or supervised by and acting as an agency or
instrumentality of such government, the payment of which is unconditionally
guaranteed as a full faith and credit obligation by such government.


“Guarantee” means the guarantee of the Company’s
obligations under the Securities of a series by a Subsidiary Guarantor
(specified with respect to such series as contemplated by Section 2.01(9)) as
provided in Article XI.


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


“Indenture” means this Indenture as amended or
supplemented from time to time pursuant to the provisions hereof, and includes
the terms of a particular series of Securities established as contemplated by
Section 2.01.


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


“Interest Payment Date,” when used with respect to any
Security, shall have the meaning assigned to such term in the Security as
contemplated by Section 2.01.


“Issue Date” means, with respect to Securities of a
series, the date on which the Securities of such series are originally issued
under this Indenture.


“Legal Holiday” means a Saturday, a Sunday or a day on
which banking institutions in any of The City of New York, New York; Houston,
Texas or a Place of Payment are authorized or obligated by law, regulation or
executive order to remain closed.


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



 3
 









“Officer” means the Chairman of the Board, the
President, any Vice Chairman of the Board, any Vice President, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary or any Assistant Secretary of a Person.


“Officers’ Certificate” means a certificate signed by
two Officers of a Person.


“Opinion of Counsel” means a written opinion from
legal counsel who is acceptable to the Trustee. 
Such counsel may be an employee of or counsel to the Company or the
Trustee.


“Original Issue Discount Security” means any Security
that provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant
to Section 6.02.


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


“Place of Payment” means, with respect to the
Securities of any series, the place or places where the principal of, premium
(if any) and interest on and any Additional Amounts with respect to the
Securities of that series are payable as specified in accordance with Section
2.01 subject to the provisions of Section 4.02.


“principal” of a Security means the principal of the
Security plus, when appropriate, the premium, if any, on the Security.


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


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


“Responsible Officer” means any officer within the
corporate trust department of the Trustee, including any vice president,
assistant vice president, assistant secretary, assistant treasurer, trust
officer or any other officer of the Trustee who customarily performs functions
similar to those performed by the Persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of such person’s knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.


“Rule 144A Securities” means Securities of a series
designated pursuant to Section 2.01 as entitled to the benefits of
Section 4.03(b).


“SEC” means the Securities and Exchange Commission.


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



 4
 









“Security Custodian” means, with respect to Securities
of a series issued in global form, the Trustee for Securities of such series,
as custodian with respect to the Securities of such series, or any successor
entity thereto.


“Senior Debt” of the Company, unless otherwise provided
with respect to the Securities of a series as contemplated by Section 2.01,
means (i) all Debt of the Company, and, in the case of the Guarantee, the
Subsidiary Guarantor, whether currently outstanding or hereafter created,
incurred or assumed, unless, by the terms of the instrument creating or
evidencing such Debt or pursuant to which such Debt is outstanding, it is
provided that such Debt is not superior in right of payment to the Securities,
in the case of the Company, or the Guarantee, in the case of the Subsidiary
Guarantor, or to other Debt which is pari passu with
or subordinated to the Securities, and (ii) any modifications, refunding,
deferrals, renewals or extensions of any such Debt or any securities, notes or
other evidences of Debt issued in exchange for such Debt; provided that,
unless otherwise provided with respect to the Securities of a series as
contemplated by Section 2.01, in no event shall “Senior Debt” include (a) Debt
evidenced by the Securities or any Guarantee, (b) Debt of the Company or the
Subsidiary Guarantor owed or owing to any other Subsidiary or any officer,
director or employee of the Company, the Subsidiary Guarantor or any
Subsidiary, (c) Debt to trade creditors or (d) any liability for taxes owed or
owing by the Company.


“Significant Subsidiary” means a Subsidiary of the
Company that is a “significant subsidiary” of the Company as such term is
defined in Rule 1-02(w) of Regulation S-X as of the date hereof.


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


“Subsidiary” means a Person at least a majority of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries.  For the purposes of
this definition, “voting stock” means stock having voting power for the
election of directors, whether at all times or only so long as no senior class
of stock has such voting power by reason of any contingency.


“Subsidiary Guarantors” means, with respect to any
series of Securities, the Person or Persons, if any, named in accordance with
Section 2.01(9) as the “Subsidiary Guarantors” (i) in or pursuant to a Board
Resolution, and set forth, or determined in the manner provided, in an Officers’
Certificate of the Company or in a Company Order, or (ii) in an indenture
supplemental hereto establishing the terms of such series of Securities until a
successor Person or Persons shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Subsidiary Guarantor” with respect
to such series of Securities shall mean such successor Person or Persons, in
any case until the Guarantee is released pursuant to the provisions of Article
XI.  If a series of Securities does not
have any Subsidiary Guarantors, all references in this Indenture to the
Subsidiary Guarantors shall be ignored with respect to such series of
Securities.



 5
 









“TIA” means the Trust Indenture Act of 1939, as
amended, as in effect on the date hereof.


“Trustee” means the Person named as such above until a
successor replaces it in accordance with the applicable provisions of this
Indenture, and thereafter “Trustee” means each Person who is then a Trustee
hereunder, and if at any time there is more than one such Person, “Trustee” as
used with respect to the Securities of any series means the Trustee with
respect to Securities of that series.


“United States” means the United States of America
(including the States and the District of Columbia) and its territories and
possessions, which include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.


“U.S. Government Obligations” means Government
Obligations with respect to Securities payable in Dollars.


SECTION 1.02                                                                    Other Definitions.


	
   

  	
   

  	
  Defined

  
	
  Term

  	
   

  	
  in Section

  
	
   

  	
   

  	
   

  
	
  “Agent Members”

  	
   

  	
  2.17

  
	
  “Bankruptcy
  Custodian”

  	
   

  	
  6.01

  
	
  “Conversion
  Event”

  	
   

  	
  6.01

  
	
  “covenant
  defeasance”

  	
   

  	
  8.01

  
	
  “Event of
  Default”

  	
   

  	
  6.01

  
	
  “Exchange Rate”

  	
   

  	
  2.11

  
	
  “Judgment
  Currency”

  	
   

  	
  6.10

  
	
  “legal
  defeasance”

  	
   

  	
  8.01

  
	
  “mandatory
  sinking fund payment”

  	
   

  	
  3.09

  
	
  “optional sinking
  fund payment”

  	
   

  	
  3.09

  
	
  “Paying Agent”

  	
   

  	
  2.05

  
	
  “Payment
  Default”

  	
   

  	
  10.02

  
	
  “Registrar”

  	
   

  	
  2.05

  
	
  “Required
  Currency”

  	
   

  	
  6.10

  
	
  “Successor”

  	
   

  	
  5.01

  



 


SECTION 1.03                                                                    Incorporation by Reference of Trust Indenture Act.


Whenever this Indenture refers to a provision of the
TIA, the provision is incorporated by reference in and made a part of this
Indenture (and if the Indenture is not qualified under the TIA at that time, as
if it were so qualified unless otherwise provided).  The following TIA terms used in this
Indenture have the following meanings:


“Commission” means the SEC.


“indenture securities” means the Securities.



 6
 









“indenture security holder” means a Holder.


“indenture to be qualified” means this Indenture.


“indenture trustee” or “institutional trustee” means
the Trustee.


“obligor” on the indenture securities means the
Company, any Subsidiary Guarantor or any other obligor on the Securities.


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


SECTION 1.04                                                                    Rules of Construction.


Unless the context
otherwise requires:


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


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


(3)                                  “or”
is not exclusive;


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


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


(6)                                  all
references in this instrument to Articles and Sections are references to the
corresponding Articles and Sections in and of this instrument.


ARTICLE II


THE SECURITIES


SECTION 2.01                                                                    Amount Unlimited; Issuable in Series.


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


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


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



 7
 









(2)                                  if there is to be a
limit, the 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
2.08, 2.09, 2.12, 2.17, 3.07 or 9.05 and except for any Securities which,
pursuant to Section 2.04 or 2.17, are deemed never to have been authenticated
and delivered hereunder); provided, however, that
unless otherwise provided in the terms of the series, the authorized aggregate
principal amount of such series may be increased before or after the issuance
of any Securities of the series by a Board Resolution (or action pursuant to a
Board Resolution) to such effect;


(3)                                  whether any
Securities of the series are to be issuable initially in temporary global form
and whether any Securities of the series are to be issuable in permanent global
form, as Global Securities or otherwise, and, if so, whether beneficial owners
of interests in any such Global Security may exchange such interests for
Securities of such series and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may occur, if
other than in the manner provided in Section 2.17, and the initial
Depositary and Security Custodian, if any, for any Global Security or
Securities of such series;


(4)                                  the manner in which
any interest payable on a temporary Global Security on any Interest Payment
Date will be paid if other than in the manner provided in Section 2.14;


(5)                                  the date or dates on
which the principal of and premium (if any) on the Securities of the series is
payable or the method of determination thereof;


(6)                                  the rate or rates, or
the method of determination thereof, at which the Securities of the series
shall bear interest, if any, whether and under what circumstances Additional
Amounts with respect to such Securities shall be payable, the date or dates from
which such interest shall accrue, the Interest Payment Dates on which such
interest shall be payable and the record date for the interest payable on any
Securities on any Interest Payment Date, or if other than provided herein, the
Person to whom any interest on Securities of the series shall be payable;


(7)                                  the place or places
where, subject to the provisions of Section 4.02, the principal of, premium (if
any) and interest on and any Additional Amounts with respect to the Securities
of the series shall be payable;


(8)                                  the period or periods
within which, the price or prices (whether denominated in cash, securities or
otherwise) 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, if
the Company is to have that option, and the manner in which the Company must
exercise any such option, if different from those set forth herein;


(9)                                  whether Securities of
the series are entitled to the benefits of any Guarantee of any Subsidiary
Guarantor pursuant to this Indenture, the identity of any



 8
 









such Subsidiary Guarantors and any terms of such Guarantee with respect
to the Securities of the series in addition to those set forth in Article XI,
or any exceptions to or changes to those set forth in Article XI;


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


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


(12)                            if other than Dollars, the
currency or currencies (including composite currencies) or the form, including
equity securities, other debt securities (including Securities), warrants or
any other securities or property of the Company or any other Person, in which
payment of the principal of, premium (if any) and interest on and any
Additional Amounts with respect to the Securities of the series shall be
payable;


(13)                            if the principal of,
premium (if any) or interest on or any Additional Amounts with respect to the
Securities of the series are to be payable, at the election of the Company or a
Holder thereof, in a currency or currencies (including composite currencies)
other than that in which the Securities are stated to be payable, the currency
or currencies (including composite currencies) in which payment of the
principal of, premium (if any) and interest on and any Additional Amounts with
respect to Securities of such series as to which such election is made shall be
payable, and the periods within which and the terms and conditions upon which
such election is to be made;


(14)                            if the amount of payments
of principal of, premium (if any) and interest on and any Additional Amounts
with respect to the Securities of the series may be determined with reference
to any commodities, currencies or indices, values, rates or prices or any other
index or formula, the manner in which such amounts shall be determined;


(15)                            if other than the entire
principal amount thereof, the portion of the principal amount of Securities of
the series that shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 6.02;


(16)                            any additional means of
satisfaction and discharge of this Indenture and any additional conditions or
limitations to discharge with respect to Securities of the series and the
related Guarantees, if any, pursuant to Article VIII or any modifications
of or deletions from such conditions or limitations;


(17)                            any deletions or
modifications of or additions to the Events of Default set forth in Section
6.01 or covenants of the Company or any Subsidiary Guarantor set forth in
Article IV pertaining to the Securities of the series;



 9
 









(18)                            any restrictions or other
provisions with respect to the transfer or exchange of Securities of the
series, which may amend, supplement, modify or supersede those contained in
this Article II;


(19)                            if the Securities of the
series are to be convertible into or exchangeable for capital stock, other debt
securities (including Securities), warrants, other equity securities or any
other securities or property of the Company, any Subsidiary Guarantor or any
other Person, at the option of the Company or the Holder or upon the occurrence
of any condition or event, the terms and conditions for such conversion or
exchange;


(20)                            if the Securities of the
series are to be entitled to the benefit of Section 4.03(b) (and
accordingly constitute Rule 144A Securities), that fact;


(21)                            any modifications to the
definition of “Senior Debt,” to Article X or to the other provisions regarding
subordination with respect to the Securities of the series; and


(22)                            any other terms of the
series (which terms shall not be prohibited by the provisions of this
Indenture).


All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise
be provided in or pursuant to the Board Resolution referred to above and (subject
to Section 2.03) set forth, or determined in the manner provided, in the
Officers’ Certificate or Company Order referred to above or in any such
indenture supplemental hereto.


If any of the terms of the series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action, together with such Board Resolution, shall be set forth in an
Officers’ Certificate or certified by the Secretary or an Assistant Secretary
of the Company and delivered to the Trustee at or prior to the delivery of the
Officers’ Certificate or Company Order setting forth the terms of the series.


The Securities shall be subordinated in right of
payment to Senior Debt as provided in Article X and/or as specified as
contemplated pursuant to this Section 2.01.


SECTION 2.02                                                                    Denominations.


The Securities of each series shall be issuable in
such denominations as shall be specified as contemplated by Section 2.01.  In the absence of any such provisions with
respect to the Securities of any series, the Securities of such series
denominated in Dollars shall be issuable in denominations of $1,000 and any
integral multiples thereof.


SECTION 2.03                                                                    Forms
Generally.


The Securities of each series shall be in fully
registered form and in substan­tially such form or forms (including temporary
or permanent global form) established by or pursuant to a Board Resolution or
in one or more indentures supplemental hereto. 
The Securities may have notations, legends or endorsements required by
law, securities exchange rule, the Company’s certificate of incorporation,
bylaws or other similar governing documents, agreements to which



 10
 









the Company is subject,
if any, or usage (provided that any such notation, legend or endorsement is in
a form acceptable to the Company).  A
copy of the Board Resolution establishing the form or forms of Securities of
any series shall be delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 2.04 for the authentication and delivery
of such Securities.


The definitive Securities of each series shall be
printed, lithographed or engraved on steel engraved borders or may be produced
in any other manner, all as determined by the Officers executing such
Securities, as evidenced by their execution thereof.


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


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


                                                                     ,
as Trustee


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
        Authorized
  Signatory”.

  



 


SECTION 2.04                                                                    Execution, Authentication, Delivery and Dating.


Two Officers of the Company shall sign the Securities
on behalf of the Company and, with respect to any related Guarantee, an Officer
of each Subsidiary Guarantor shall sign the Notation of Guarantee on behalf of
such Subsidiary Guarantor, in each case by manual or facsimile signature.  If an Officer of the Company whose signature
is on a Security no longer holds that office at the time the Security is
authenticated, the Security shall be valid nevertheless.


A Security shall not be entitled to any benefit under
this Indenture or the related Guarantees, if any, or be valid or obligatory for
any purpose until authenticated by the manual signature of an authorized
signatory of the Trustee, which signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.  Notwithstanding the foregoing, if any
Security has been authenticated and delivered hereunder but never issued and
sold by the Company, and the Company delivers such Security to the Trustee for
cancellation as provided in Section 2.13, together with a written statement
(which need not comply with Section 12.05 and need not be accompanied by an
Opinion of Counsel) stating that such Security has never been issued and sold
by the Company, for all purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture or the related Guarantees, if
any.


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, and the
Trustee shall authenticate and deliver such Securities for original issue upon
a Company Order for the authentication and delivery of such Securities or
pursuant to such procedures acceptable to the Trustee as may be specified from
time to time by Company Order.  Such
order shall specify the amount of the Securities to be authenticated, the date
on which the original issue of Securities is to be authenticated, the name or
names of the



 11
 









initial Holder or Holders
and any other terms of the Securities of such series not otherwise
determined.  If provided for in such
procedures, such Company Order may authorize (1) authentication and delivery of
Securities of such series for original issue from time to time, with certain
terms (including, without limitation, the Maturity dates or dates, original
issue date or dates and interest rate or rates) that differ from Security to
Security and (2) may authorize authentication and delivery pursuant to oral or
electronic instructions from the Company or its duly authorized agent, which
instructions shall be promptly confirmed in writing.


If the form or terms of the Securities of the series
have been established in or pursuant to one or more Board Resolutions as
permitted by Section 2.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive (in addition to the
Company Order referred to above and the other documents required by Section
12.04), and (subject to Section 7.01) shall be fully protected in relying upon:


(a)                                  an
Officers’ Certificate setting forth the Board Resolution and, if applicable, an
appropriate record of any action taken pursuant thereto, as contemplated by the
last paragraph of Section 2.01; and


(b)                                 an
Opinion of Counsel to the effect that:


(i)                                     the
form of such Securities has been established in conformity with the provisions
of this Indenture;


(ii)                                  the
terms of such Securities have been established in conformity with the
provisions of this Indenture; and


(iii)                               that
such Securities and the related Guarantees, if any, when authenticated and
delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid and
binding obligations of the Company and the Subsidiary Guarantors, respectively,
enforceable against the Company and the Subsidiary Guarantors, respectively, in
accordance with their respective terms, except as the enforceability thereof
may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws in effect from time to
time affecting the rights of creditors generally, and the application of
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).


If all the Securities of any series are not to be
issued at one time, it shall not be necessary to deliver an Officers’
Certificate and Opinion of Counsel at the time of issuance of each such
Security, but such Officers’ Certificate and Opinion of Counsel shall be
delivered at or before the time of issuance of the first Security of the series
to be issued.


The Trustee shall not be required to authenticate such
Securities if the issuance of such Securities pursuant to this Indenture would
affect the Trustee’s own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner not reasonably acceptable to the
Trustee.



 12
 









The Trustee may appoint an authenticating agent
acceptable to the Company to authenticate Securities.  Unless limited by the terms of such
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so.  Each reference in
this Indenture to authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the
same rights as an Agent to deal with the Company, any Subsidiary Guarantor or
any other Affiliate of the Company.


Each Security shall be dated the date of its
authentication.


SECTION 2.05                                                                    Registrar and Paying Agent.


The Company shall maintain an office or agency for
each series of Securities where Securities of such series may be presented for
registration of transfer or exchange (“Registrar”) and an office or agency
where Securities of such series may be presented for payment (“Paying Agent”).  The Registrar shall keep a register of the
Securities of such series and of their transfer and exchange.  The Company may appoint one or more
co-registrars and one or more additional paying agents.  The term “Registrar” includes any
co-registrar and the term “Paying Agent” includes any additional paying agent.


The Company shall enter into an appropriate agency
agreement with any Registrar or Paying Agent not a party to this
Indenture.  The agreement shall implement
the provisions of this Indenture that relate to such Agent.  The Company shall notify the Trustee of the
name and address of any Agent not a party to this Indenture.  The Company may change any Paying Agent or
Registrar without notice to any Holder. 
If the Company fails to appoint or maintain another entity as Registrar
or Paying Agent, the Trustee shall act as such. 
The Company or any Subsidiary may act as Paying Agent or Registrar.


The Company initially appoints the Trustee as
Registrar and Paying Agent.


SECTION 2.06                                                                    Paying Agent to Hold Money in Trust.


The Company shall require each Paying Agent other than
the Trustee to agree in writing that the Paying Agent will hold in trust for
the benefit of Holders or the Trustee all money held by the Paying Agent for
the payment of principal of, premium, if any, or interest on or any Additional
Amounts with respect to Securities and will notify the Trustee of any default
by the Company in making any such payment.  While any such default continues, the Trustee
may require a Paying Agent to pay all money held by it to the Trustee and to
account for any funds disbursed.  The
Company at any time may require a Paying Agent to pay all money held by it to
the Trustee and to account for any funds disbursed.  Upon payment over to the Trustee and upon
accounting for any funds disbursed, the Paying Agent (if other than the
Company, a Subsidiary Guarantor or another Subsidiary) shall have no further
liability for the money.  If the Company
or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of the Holders all money held by it as Paying
Agent.  Each Paying Agent shall otherwise
comply with TIA § 317(b).



 13















SECTION 2.07                                                                    Holder Lists.


The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar with
respect to a series of Securities, the Company shall furnish to the Trustee at
least five Business Days before each Interest Payment Date with respect to such
series of Securities, and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Holders of such series, and the Company
shall otherwise comply with TIA § 312(a).


SECTION 2.08                                                                    Transfer and Exchange.


Except as set forth in Section 2.17 or as may be
provided pursuant to Section 2.01:


When Securities of any series are presented to the
Registrar with the request to register the transfer of such Securities or to
exchange such Securities for an equal principal amount of Securities of the
same series of like tenor and of other authorized denominations, the Registrar
shall register the transfer or make the exchange as requested if its
requirements and the requirements of this Indenture for such transactions are
met; provided, however, that the Securities
presented or surrendered for registration of transfer or exchange shall be duly
endorsed or accompanied by a written instruction of transfer in form reasonably
satisfactory to the Registrar duly executed by the Holder thereof or by his attorney,
duly authorized in writing, on which instruction the Registrar can rely.


To permit registrations of transfers and exchanges,
the Company shall execute and the Trustee shall authenticate Securities at the
Registrar’s written request and submission of the Securities or Global
Securities.  No service charge shall be
made to a Holder for any registration of transfer or exchange (except as
otherwise expressly permitted herein), but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than such transfer tax or similar governmental
charge payable upon exchanges pursuant to Section 2.12, 3.07 or 9.05).  The Trustee shall authenticate Securities in
accordance with the provisions of Section 2.04. 
Notwithstanding any other provisions of this Indenture to the contrary,
the Company shall not be required to register the transfer or exchange of (a)
any Security selected for redemption in whole or in part pursuant to Article III,
except the unredeemed portion of any Security being redeemed in part, or (b)
any Security during the period beginning 15 Business Days prior to the mailing
of notice of any offer to repurchase Securities of the series required pursuant
to the terms thereof or of redemption of Securities of a series to be redeemed
and ending at the close of business on the day of mailing.


SECTION 2.09                                                                    Replacement Securities.


If any mutilated Security is surrendered to the
Trustee, or if the Holder of a Security claims that the Security has been
destroyed, lost or stolen and the Company and the Trustee receive evidence to
their satisfaction of the destruction, loss or theft of such Security, the



 14
 









Company shall
issue and the Trustee shall authenticate a replacement Security of the same
series if the Trustee’s requirements are met. 
If 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. 
If required by the Trustee, any Subsidiary Guarantor or the Company,
such Holder must furnish an indemnity bond that is sufficient in the judgment
of the Trustee and the Company to protect the Company, each Subsidiary
Guarantor, the Trustee, any Agent or any authenticating agent from any loss
that any of them may suffer if a Security is replaced.  The Company and the Trustee may charge a
Holder for their expenses in replacing a Security.


Every replacement Security is an additional obligation
of the Company.


SECTION 2.10                                                                    Outstanding Securities.


The Securities outstanding at any time are all the
Securities authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation, those reductions in the interest in a Global
Security effected by the Trustee hereunder and those described in this
Section 2.10 as not outstanding.


If a Security is replaced pursuant to Section 2.09, it
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Security is held by a bona fide purchaser.


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


A Security does not cease to be outstanding because
the Company, a Subsidiary Guarantor or another Affiliate of the Company or an
Affiliate of a Subsidiary Guarantor holds the Security.


SECTION 2.11                                                                    Original Issue Discount, Foreign-Currency Denominated
and Treasury Securities.


In determining whether the Holders of the required principal
amount of Securities have concurred in any direction, amendment, supplement,
waiver or consent, (a) the principal amount of an Original Issue Discount
Security shall be the principal amount thereof that would be due and payable as
of the date of such determination upon acceleration of the Maturity thereof
pursuant to Section 6.02, (b) the principal amount of a Security
denominated in a foreign currency shall be the Dollar equivalent, as determined
by the Company by reference to the noon buying rate in The City of New York for
cable transfers for such currency, as such rate is certified for customs
purposes by the Federal Reserve Bank of New York (the “Exchange Rate”) on the
date of original issuance of such Security, of the principal amount (or, in the
case of an Original Issue Discount Security, the Dollar equivalent, as
determined by the Company by reference to the Exchange Rate on the date of
original issuance of such Security, of the amount determined as provided in (a)
above), of such Security and (c) Securities owned by the Company, a
Subsidiary Guarantor or any other obligor upon the Securities or any Affiliate
of the Company or a Subsidiary Guarantor or of such other obligor shall be
disregarded, except that, for the purpose of determining whether the Trustee
shall be protected in relying upon any such



 15
 









direction, amendment,
supplement, waiver or consent, only Securities that a Responsible Officer of
the Trustee actually knows are so owned shall be so disregarded.


SECTION 2.12                                                                    Temporary Securities.


Until definitive Securities of any series are ready
for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities.  Temporary
Securities shall be substantially in the form of definitive Securities, but may
have variations that the Company considers appropriate for temporary
Securities.  Without unreasonable delay,
the Company shall prepare and the Trustee shall authenticate definitive
Securities in exchange for temporary Securities.  Until so exchanged, the temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities.


SECTION 2.13                                                                    Cancellation.


The Company or any Subsidiary Guarantor at any time
may deliver Securities to the Trustee for cancellation.  The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for registration of
transfer, exchange, payment or redemption or for credit against any sinking
fund payment.  The Trustee shall cancel
all Securities surrendered for registration of transfer, exchange, payment,
redemption, replacement or cancellation or for credit against any sinking
fund.  Unless the Company shall direct in
writing that canceled Securities be returned to it, after written notice to the
Company all canceled Securities held by the Trustee shall be disposed of in
accordance with the usual disposal procedures of the Trustee, and the Trustee
shall maintain a record of their disposal. 
The Company may not issue new Securities to replace Securities that have
been paid or that have been delivered to the Trustee for cancellation.


SECTION 2.14                                                                    Payments; Defaulted Interest.


Unless otherwise provided as contemplated by
Section 2.01, interest (except defaulted interest) on any Security that is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Persons who are registered Holders of that Security
at the close of business on the record date next preceding such Interest
Payment Date, even if such Securities are canceled after such record date and
on or before such Interest Payment Date. 
The Holder must surrender a Security to a Paying Agent to collect
principal payments.  Unless otherwise
provided with respect to the Securities of any series, the Company will pay the
principal of, premium (if any) and interest on and any Additional Amounts with
respect to the Securities in Dollars. 
Such amounts shall be payable at the offices of the Trustee or any
Paying Agent, provided that at the option of
the Company, the Company may pay such amounts (1) by wire transfer with respect
to Global Securities or (2) by check payable in such money mailed to a Holder’s
registered address with respect to any Securities.


If the Company defaults in a payment of interest on
the Securities of any series, the Company shall pay the defaulted interest in
any lawful manner plus, to the extent lawful, interest on the defaulted
interest, in each case at the rate provided in the Securities of such series
and in Section 4.01.  The Company may pay
the defaulted interest to the Persons who are Holders on a subsequent special
record date.  At least 15 days before any
special record date



 16
 









selected by the Company,
the Company (or the Trustee, in the name of and at the expense of the Company
upon 20 days’ prior written notice from the Company setting forth such special
record date and the interest amount to be paid) shall mail to Holders a notice
that states the special record date, the related payment date and the amount of
such interest to be paid.


SECTION 2.15                                                                    Persons Deemed Owners.


The Company, the Subsidiary Guarantors, the Trustee,
any Agent and any authenticating agent may treat the Person in whose name any
Security is registered as the owner of such Security for the purpose of
receiving payments of principal of, premium (if any) or interest on or any
Additional Amounts with respect to such Security and for all other
purposes.  None of the Company, any
Subsidiary Guarantor, the Trustee, any Agent or any authenticating agent shall
be affected by any notice to the contrary.


SECTION 2.16                                                                    Computation of Interest.


Except as otherwise specified as contemplated by
Section 2.01 for Securities of any series, interest on the Securities of each
series shall be computed on the basis of a year comprising twelve 30-day
months.


SECTION 2.17                                                                    Global Securities; Book-Entry Provisions.


If Securities of a series are issuable in global form
as a Global Security, as contemplated by Section 2.01, then,
notwithstanding clause (10) of Section 2.01 and the provisions of
Section 2.02, any such Global Security shall represent such of the
outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of outstanding Securities
from time to time endorsed thereon and that the aggregate amount of outstanding
Securities represented thereby may from time to time be reduced or increased,
as appropriate, to reflect exchanges, transfers or redemptions.  Any endorsement of a Global Security to reflect
the amount, or any increase or decrease in the amount, of outstanding
Securities represented thereby shall be made by the Trustee (i) in such manner
and upon instructions given by such Person or Persons as shall be specified in
such Security or in a Company Order to be delivered to the Trustee pursuant to
Section 2.04 or (ii) otherwise in accordance with written instructions or
such other written form of instructions as is customary for the Depositary for
such Security, from such Depositary or its nominee on behalf of any Person
having a beneficial interest in such Global Security.  Subject to the provisions of Section 2.04
and, if applicable, Section 2.12, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified in such Security or in the applicable Company
Order.  With respect to the Securities of
any series that are represented by a Global Security, the Company and the
Subsidiary Guarantors authorize the execution and delivery by the Trustee of a
letter of representations or other similar agreement or instrument in the form
customarily provided for by the Depositary appointed with respect to such
Global Security.  Any Global Security may
be deposited with the Depositary or its nominee, or may remain in the custody
of the Trustee or the Security Custodian therefor pursuant to a FAST Balance
Certificate Agreement or similar agreement between the Trustee and the
Depositary.  If a Company Order has been,
or simultaneously is, delivered, any instructions by the Company with respect
to endorsement or delivery or redelivery of a Security



 17
 









in global form shall be
in writing but need not comply with Section 12.05 and need not be accompanied
by an Opinion of Counsel.


Members of, or participants in, the Depositary (“Agent
Members”) shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depositary, or the Trustee or the Security
Custodian as its custodian, or under such Global Security, and the Depositary
may be treated by the Company, any Subsidiary Guarantor, the Trustee or the
Security Custodian and any agent of the Company, any Subsidiary Guarantor, the
Trustee or the Security Custodian as the absolute owner of such Global Security
for all purposes whatsoever. 
Notwithstanding the foregoing, (i) the registered holder of a Global
Security of a series may grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent
Members, to take any action that a Holder of Securities of such series is
entitled to take under this Indenture or the Securities of such series and (ii)
nothing herein shall prevent the Company, any Subsidiary Guarantor, the Trustee
or the Security Custodian, or any agent of the Company, any Subsidiary
Guarantor, the Trustee or the Security Custodian, from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or shall impair, as between the Depositary and its Agent Members, the operation
of customary practices governing the exercise of the rights of a beneficial
owner of any Security.


Notwithstanding Section 2.08, and except as otherwise
provided pursuant to Section 2.01: 
Transfers of a Global Security shall be limited to transfers of such Global
Security in whole, but not in part, to the Depositary, its successors or their
respective nominees.  Interests of
beneficial owners in a Global Security may be transferred in accordance with
the rules and procedures of the Depositary. 
Securities shall be transferred to all beneficial owners in exchange for
their beneficial interests in a Global Security if, and only if, either (1) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for the Global Security and a successor Depositary is not appointed
by the Company within 90 days of such notice, (2) an Event of Default has
occurred with respect to such series and is continuing and the Registrar has
received a request from the Depositary to issue Securities in lieu of all or a
portion of the Global Security (in which case the Company shall deliver
Securities within 30 days of such request) or (3) the Company determines not to
have the Securities represented by a Global Security.


In connection with any transfer of a portion of the
beneficial interests in a Global Security to beneficial owners pursuant to this
Section 2.17, the Registrar shall reflect on its books and records the date and
a decrease in the principal amount of the Global Security in an amount equal to
the principal amount of the beneficial interests in the Global Security to be
transferred, and the Company shall execute, and the Trustee upon receipt of a
Company Order for the authentication and delivery of Securities shall
authenticate and deliver, one or more Securities of the same series of like
tenor and amount.


In connection with the transfer of all the beneficial
interests in a Global Security to beneficial owners pursuant to this Section
2.17, the Global Security shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depositary in exchange
for its beneficial interests in the Global Security, an equal aggregate principal
amount of Securities of authorized denominations.



 18
 









None of the Company, any Subsidiary Guarantor or the
Trustee will have any responsibility or liability for any aspect of the records
relating to, or payments made on account of, Securities by the Depositary, or
for maintaining, supervising or reviewing any records of the Depositary
relating to such Securities.  None of the
Company, any Subsidiary Guarantor or the Trustee shall be liable for any delay
by the related Global Security Holder or the Depositary in identifying the
beneficial owners, and each such Person may conclusively rely on, and shall be
protected in relying on, instructions from such Global Security Holder or the
Depositary for all purposes (including with respect to the registration and delivery,
and the respective principal amounts, of the Securities to be issued).


The provisions of the last sentence of the third
paragraph of Section 2.04 shall apply to any Global Security if such Global
Security was never issued and sold by the Company and the Company or a
Subsidiary Guarantor delivers to the Trustee the Global Security together with
written instructions (which need not comply with Section 12.05 and need not be
accompanied by an Opinion of Counsel) with regard to the cancellation or reduction
in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last sentence of the third paragraph of
Section 2.04.


Notwithstanding the provisions of Sections 2.03
and 2.14, unless otherwise specified as contemplated by Section 2.01, payment
of principal of, premium (if any) and interest on and any Additional Amounts
with respect to any Global Security shall be made to the Person or Persons
specified therein.


ARTICLE III


REDEMPTION


SECTION 3.01                                                                    Applicability of Article.


Securities of any series that are redeemable before
their Stated Maturity shall be redeemable in accordance with their terms and
(except as otherwise specified as contemplated by Section 2.01 for Securities
of any series) in accordance with this Article III.


SECTION 3.02                                                                    Notice to the Trustee.


If the Company elects to redeem Securities of any
series pursuant to this Indenture, it shall notify the Trustee of the
Redemption Date and the principal amount of Securities of such series to be redeemed.  The Company shall so notify the Trustee at
least 45 days before the Redemption Date (unless a shorter notice shall be
satisfactory to the Trustee) by delivering to the Trustee an Officers’
Certificate stating that such redemption will comply with the provisions of
this Indenture and of the Securities of such series.  Any such notice may be canceled at any time
prior to the mailing of such notice of such redemption to any Holder and shall
thereupon be void and of no effect.


SECTION 3.03                                                                    Selection of Securities To Be Redeemed.


If less than all the Securities of any series are to
be redeemed (unless all of the Securities of such series of a specified tenor
are to be redeemed), the particular Securities to be



 19
 









redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee from
the outstanding Securities of such series (and tenor) not previously called for
redemption, either pro rata, by lot or by such other method as the Trustee
shall deem fair and appropriate and that may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series or of the principal
amount of Global Securities of such series.


The Trustee shall promptly notify the Company and the
Registrar 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 purposes of this Indenture, unless the context
otherwise requires, all provisions relating to redemption of Securities shall
relate, in the case of any of the Securities redeemed or to be redeemed only in
part, to the portion of the principal amount thereof which has been or is to be
redeemed.


SECTION 3.04                                                                    Notice of Redemption.


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


All notices of redemption shall identify the Securities
to be redeemed and shall state:


(1)                                  the Redemption Date;


(2)                                  the Redemption Price;


(3)                                  that, unless the
Company and the Subsidiary Guarantors default in making the redemption payment,
interest on Securities called for redemption ceases to accrue on and after the
Redemption Date, and the only remaining right of the Holders of such Securities
is to receive payment of the Redemption Price upon surrender to the Paying
Agent of the Securities redeemed;


(4)                                  if any Security is to
be redeemed in part, the portion of the principal amount thereof to be redeemed
and that on and after the Redemption Date, upon surrender for cancellation of
such Security to the Paying Agent, a new Security or Securities in the
aggregate principal amount equal to the unredeemed portion thereof will be
issued without charge to the Holder;


(5)                                  that Securities
called for redemption must be surrendered to the Paying Agent to collect the
Redemption Price and the name and address of the Paying Agent;



 20
 









(6)                                  that the redemption
is for a sinking or analogous fund, if such is the case; and


(7)                                  the CUSIP number, if
any, relating to such Securities.


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


SECTION 3.05                                                                    Effect of Notice of Redemption.


Once notice of redemption is mailed, Securities called
for redemption become due and payable on the Redemption Date and at the
Redemption Price.  Upon surrender to the
Paying Agent, such Securities called for redemption shall be paid at the
Redemption Price, but interest installments whose maturity is on or prior to
such Redemption Date will be payable on the relevant Interest Payment Dates to
the Holders of record at the close of business on the relevant record dates
specified pursuant to Section 2.01.


SECTION 3.06                                                                    Deposit of Redemption Price.


On or prior to 11:00 a.m., New York City time, on any
Redemption Date, the Company or a Subsidiary Guarantor shall deposit with the
Trustee or the Paying Agent (or, if the Company or a Subsidiary Guarantor is
acting as the Paying Agent, segregate and hold in trust as provided in
Section 2.06) an amount of money in same day funds sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on and any Additional Amounts with respect to,
the Securities or portions thereof which are to be redeemed on that date, other
than Securities or portions thereof called for redemption on that date which
have been delivered by the Company or a Subsidiary Guarantor to the Trustee for
cancellation.


If the Company or a Subsidiary Guarantor complies with
the preceding paragraph, then, unless the Company or the Subsidiary Guarantors
default in the payment of such Redemption Price, interest on the Securities to
be redeemed will cease to accrue on and after the applicable Redemption Date,
whether or not such Securities are presented for payment, and the Holders of
such Securities shall have no further rights with respect to such Securities
except for the right to receive the Redemption Price upon surrender of such
Securities.  If any Security called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal, premium, if any, any Additional Amounts, and, to the extent lawful,
accrued interest thereon shall, until paid, bear interest from the Redemption
Date at the rate specified pursuant to Section 2.01 or provided in the
Securities or, in the case of Original Issue Discount Securities, such
Securities’ yield to maturity.


SECTION 3.07                                                                    Securities Redeemed or Purchased in Part.


Upon surrender to the Paying Agent of a Security to be
redeemed in part, the Company shall execute and the Trustee shall authenticate
and deliver to the Holder of such Security without service charge a new
Security or Securities, of the same series and of any authorized denomination
as requested by such Holder in aggregate principal amount equal to,



 21
 









and in exchange for, the
unredeemed portion of the principal of the Security so surrendered that is not
redeemed.


SECTION 3.08                                                                    Purchase of Securities.


Unless otherwise specified as contemplated by Section
2.01, the Company, any Subsidiary Guarantor or any Affiliate of the Company or
any Subsidiary Guarantor may, subject to applicable law, at any time purchase
or otherwise acquire Securities in the open market or by private
agreement.  Any such acquisition shall
not operate as or be deemed for any purpose to be a redemption of the
indebtedness represented by such Securities. 
Any Securities purchased or acquired by the Company or a Subsidiary
Guarantor may be delivered to the Trustee and, upon such delivery, the
indebtedness represented thereby shall be deemed to be satisfied.  Section 2.13 shall apply to all Securities so
delivered.


SECTION 3.09                                                                    Mandatory and Optional Sinking Funds.


The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is herein referred to as
a “mandatory sinking fund payment,” and any payment in excess of such minimum
amount provided for by the terms of Securities of any series is herein referred
to as an “optional sinking fund payment.” 
Unless otherwise provided by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 3.10.  Each sinking fund
payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series and by this Article III.


SECTION 3.10                                                                    Satisfaction of Sinking Fund Payments with
Securities.


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


SECTION 3.11                                                                    Redemption of Securities for Sinking Fund.


Not less than 45 days prior (unless a shorter period
shall be satisfactory to the Trustee) to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers’
Certificate of the Company specifying the amount of the next ensuing sinking
fund payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivery of or by crediting
Securities of that series pursuant to Section 3.10 and will also deliver or
cause to be delivered to the Trustee any Securities to be so delivered.  Failure of the Company to timely deliver or
cause to be delivered such Officers’ Certificate and Securities



 22
 









specified in this
paragraph, if any, shall not constitute a default but shall constitute the
election of the Company (i) that the mandatory sinking fund payment for such
series due on the next succeeding sinking fund payment date shall be paid
entirely in cash without the option to deliver or credit Securities of such
series in respect thereof and (ii) that the Company will make no optional
sinking fund payment with respect to such series as provided in this Section.


If the sinking fund payment or payments (mandatory or
optional or both) to be made in cash on the next succeeding sinking fund
payment date plus any unused balance of any preceding sinking fund payments
made in cash shall exceed $100,000 (or the Dollar equivalent thereof based on
the applicable Exchange Rate on the date of original issue of the applicable
Securities) or a lesser sum if the Company shall so request with respect to the
Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such
series at the sinking fund redemption price together with accrued interest to
the date fixed for redemption.  If such
amount shall be $100,000 (or the Dollar equivalent thereof as aforesaid) or
less and the Company makes no such request then it shall be carried over until
a sum in excess of $100,000 (or the Dollar equivalent thereof as aforesaid) is
available.  Not less than 30 days before
each such sinking fund payment date, the Trustee shall select the Securities to
be redeemed upon such sinking fund payment date in the manner specified in
Section 3.03 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section
3.04.  Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in
the manner stated in Sections 3.05, 3.06 and 3.07.


ARTICLE IV


COVENANTS


SECTION 4.01                                                                    Payment of Securities.


The Company shall pay the principal of, premium (if
any) and interest on and any Additional Amounts with respect to the Securities
of each series on the dates and in the manner provided in the Securities of
such series and in this Indenture. 
Principal, premium, interest and any Additional Amounts shall be
considered paid on the date due if the Paying Agent (other than the Company, a
Subsidiary Guarantor or other Subsidiary) holds on that date money deposited by
the Company or a Subsidiary Guarantor designated for and sufficient to pay all
principal, premium, interest and any Additional Amounts then due.


The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium (if any), at a rate equal to the then applicable interest
rate on the Securities to the extent lawful; and it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue installments of interest and any Additional Amount (without
regard to any applicable grace period) at the same rate to the extent lawful.



 23
 









SECTION 4.02                                                                    Maintenance of Office or Agency.


The Company will maintain in each Place of Payment for
any series of Securities an office or agency (which may be an office of the
Trustee, the Registrar or the Paying Agent) where Securities of that series may
be presented for registration of transfer or exchange, where Securities of that
series may be presented for payment and where notices and demands to or upon
the Company or a Subsidiary Guarantor in respect of the Securities of that
series and this Indenture may be served. 
Unless otherwise designated by the Company by written notice to the
Trustee and the Subsidiary Guarantors, such office or agency shall be the office
of the Trustee in The City of New York, which on the date hereof is located at                                                                        .  The Company will give prompt written notice
to the Trustee and the Subsidiary Guarantors 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 and the Subsidiary
Guarantors with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee.


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


SECTION 4.03                                                                    SEC Reports; Financial Statements.


(a)                                  If
the Company is subject to the requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall file with the Trustee, within 15 days after it
files the same with the SEC, copies of the annual reports and the information,
documents and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) that the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.  If this Indenture is qualified under the TIA,
but not otherwise, the Company shall also comply with the provisions of TIA
§ 314(a).  Delivery of such reports,
information and documents to the Trustee shall be for informational purposes
only, and the Trustee’s receipt thereof shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Company’s and the Subsidiary Guarantors’ compliance with
any of their covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates or certificates delivered pursuant to
Section 4.04).


(b)                                 If
the Company is not subject to the requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall furnish to all Holders of Rule 144A Securities
and prospective purchasers of Rule 144A Securities designated by the Holders of
Rule 144A Securities, promptly upon their request, the information required to
be delivered pursuant to Rule 144A(d)(4) promulgated under the Securities Act
of 1933, as amended.



 24
 









SECTION 4.04                                                                    Compliance Certificate.


(a)                                  Each
of the Company and the Subsidiary Guarantors shall deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company, a statement
signed by an Officer of the Company and each Subsidiary Guarantor, respectively,
which need not constitute an Officers’ Certificate, complying with TIA §
314(a)(4) and stating that in the course of performance by the signing Officer
of his duties as such Officer of the Company or such Subsidiary Guarantor, as
the case may be, he would normally obtain knowledge of the keeping, observing,
performing and fulfilling by the Company or such Subsidiary Guarantor, as the
case may be, of its obligations under this Indenture, and further stating that
to the best of his knowledge the Company or such Subsidiary Guarantor, as the
case may be, has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and is not in default in the performance
or observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing all such Defaults
or Events of Default of which such Officer may have knowledge and what action
the Company or such Subsidiary Guarantor, as the case may be, is taking or
proposes to take with respect thereto).


(b)                                 The
Company or any Subsidiary Guarantor shall, so long as Securities of any series
are outstanding, deliver to the Trustee, forthwith upon any Officer of the
Company or such Subsidiary Guarantor, as the case may be, becoming aware of any
Default or Event of Default under this Indenture, an Officers’ Certificate
specifying such Default or Event of Default and what action the Company or such
Subsidiary Guarantor, as the case may be, is taking or proposes to take with
respect thereto.


SECTION 4.05                                                                    Corporate Existence.


Subject to Article V, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence.


SECTION 4.06                                                                    Waiver of Stay, Extension or Usury Laws.


Each of the Company and the Subsidiary Guarantors
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law or other
law that would prohibit or forgive it from paying all or any portion of the
principal of or interest on the Securities as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) each of the Company and the Subsidiary Guarantors hereby
expressly waives all benefit or advantage of any such law, and covenants that
it will not hinder, delay or impede the execution of any power herein granted
to the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.


SECTION 4.07                                                                    Additional Amounts.


If the Securities of a series expressly provide for
the payment of Additional Amounts, the Company will pay to the Holder of any
Security of such series Additional Amounts as expressly provided therein.  Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any



 25
 









Security of any series or
the net proceeds received from the sale or exchange of any Security of any
series, such mention shall be deemed to include mention of the payment of
Additional Amounts provided for in this Section 4.07 to the extent that,
in such context, Additional Amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section 4.07 and express
mention of the payment of Additional Amounts (if applicable) in any provisions
hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made.


ARTICLE V


SUCCESSORS


SECTION 5.01                                                                    Limitations on Mergers and Consolidations.


Neither the Company nor any Subsidiary Guarantor
shall, in any transaction or series of transactions, consolidate with or merge
into any Person, or sell, lease, convey, transfer or otherwise dispose of all
or substantially all of its assets to any Person (other than a consolidation or
merger of the Company and one or more Subsidiary Guarantors or two or more
Subsidiary Guarantors, or a sale, lease, conveyance, transfer or other
disposition of all or substantially all of the assets of the Company to a
Subsidiary Guarantor, a Subsidiary Guarantor to the Company or of a Subsidiary
Guarantor to another Subsidiary Guarantor), unless:


(1)                                  either
(a) the Company or such Subsidiary Guarantor, as the case may be, shall be the
continuing Person or (b) the Person (if other than the Company or such
Subsidiary Guarantor) formed by such consolidation or into which the Company or
such Subsidiary Guarantor is merged, or to which such sale, lease, conveyance,
transfer or other disposition shall be made (collectively, the “Successor”), is
organized and validly existing under the laws of the United States, any
political subdivision thereof or any State thereof or the District of Columbia,
and expressly assumes by supplemental indenture the due and punctual payment of
the principal of, premium (if any) and interest on and any Additional Amounts with
respect to all the Securities and the performance of the Company’s covenants
and obligations under this Indenture and the Securities, or, in the case of
such Subsidiary Guarantor, the performance of the Guarantee and such Subsidiary
Guarantor’s covenants and obligations under this Indenture and the Securities;


(2)                                  immediately
after giving effect to such transaction or series of transactions, no Default
or Event of Default shall have occurred and be continuing or would result
therefrom; and


(3)                                  the
Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that the transaction and such supplemental indenture
comply with this Indenture.


SECTION 5.02                                                                    Successor Person Substituted.


Upon any consolidation or merger of the Company or a
Subsidiary Guarantor, as the case may be, or any sale, lease, conveyance,
transfer or other disposition of all or substantially all of the assets of the
Company or such Subsidiary Guarantor in accordance with



 26
 









Section 5.01, the
Successor formed by such consolidation or into or with which the Company or the
Subsidiary Guarantor is merged or to which such sale, lease, conveyance,
transfer or other disposition is made shall succeed to, and be substituted for,
and may exercise every right and power of the Company or such Subsidiary
Guarantor, as the case may be, under this Indenture and the Securities with the
same effect as if such Successor had been named as the Company or such
Subsidiary Guarantor, as the case may be, herein and the predecessor Company or
Subsidiary Guarantor, in the case of a sale, conveyance, transfer or other
disposition, shall be released from all obligations under this Indenture, the
Securities and, in the case of a Subsidiary Guarantor, the Guarantee.


ARTICLE VI


DEFAULTS AND REMEDIES


SECTION 6.01                                                                Events of Default.


Unless either inapplicable to a particular series or
specifically deleted or modified in or pursuant to the supplemental indenture
or Board Resolution establishing such series of Securities or in the form of
Security for such series, an “Event of Default,” wherever used herein with
respect to Securities of any series, occurs if:


(1)                                  the
Company defaults in the payment of interest on or any Additional Amounts with
respect to any Security of that series when the same becomes due and payable
and such default continues for a period of 30 days;


(2)                                  the
Company defaults in the payment of (A) the principal of any Security of that
series at its Maturity or (B) premium (if any) on any Security of that series
when the same becomes due and payable;


(3)                                  the
Company defaults in the deposit of any sinking fund payment, when and as due by
the terms of a Security of that series, and such default continues for a period
of 30 days;


(4)                                  the
Company, or if any series of Securities outstanding is entitled to the benefits
of a Guarantee, any Subsidiary Guarantor, fails to comply with any of its other
covenants or agreements in, or provisions of, the Securities of such series or
this Indenture (other than an agreement, covenant or provision that has
expressly been included in this Indenture solely for the benefit of one or more
series of Securities other than that series) which shall not have been remedied
within the specified period after written notice, as specified in the last
paragraph of this Section 6.01;


(5)                                  the
Company, or if that series of Securities is entitled to the benefits of a
Guarantee by any Subsidiary Guarantor, any Subsidiary Guarantor, if it is a
Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy
Law:


(A)                              commences
a voluntary case,



 27
 









(B)                                consents
to the entry of an order for relief against it in an involuntary case,


(C)                                consents
to the appointment of a Bankruptcy Custodian of it or for all or substantially
all of its property, or


(D)                               makes
a general assignment for the benefit of its creditors;


(6)                                  a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that remains unstayed and in effect for 90 days and that:


(A)                              is
for relief against the Company or any Subsidiary Guarantor with respect to such
series, if it is a Significant Subsidiary, as debtor in an involuntary case,


(B)                                appoints
a Bankruptcy Custodian of the Company or any Subsidiary Guarantor, if it is a
Significant Subsidiary, or a Bankruptcy Custodian for all or substantially all
of the property of the Company, or any Subsidiary Guarantor with respect to
such series, if it is a Significant Subsidiary, or


(C)                                orders
the liquidation of the Company or any Subsidiary Guarantor with respect to such
series, if it is a Significant Subsidiary; or


(7)                                  any
Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary with
respect to such series ceases to be in full force and effect with respect to
Securities of that series (except as otherwise provided in this Indenture) or
is declared null and void in a judicial proceeding, or any such Subsidiary
Guarantor denies or disaffirms its obligations under this Indenture or such
Guarantee; or


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


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


The Trustee shall not be deemed to know or 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 or Event of Default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the
Securities and this Indenture.


When a Default is cured, it ceases.


Notwithstanding the foregoing provisions of this
Section 6.01, if the principal of, premium (if any) or interest on or
Additional Amounts with respect to any Security is payable in a currency or
currencies (including a composite currency) other than Dollars and such
currency or currencies are not available to the Company or a Subsidiary
Guarantor for making payment thereof due to the imposition of exchange controls
or other circumstances beyond the control of



 28
 









the Company or such
Subsidiary Guarantor (a “Conversion Event”), the Company will be entitled to
satisfy its obligations to Holders of the Securities by making such payment in
Dollars in an amount equal to the Dollar equivalent of the amount payable in
such other currency, as determined by the Company or the Subsidiary Guarantor,
as the case may be, by reference to the Exchange Rate on the date of such
payment, or, if such rate is not then available, on the basis of the most
recently available Exchange Rate.  Notwithstanding
the foregoing provisions of this Section 6.01, any payment made under such
circumstances in Dollars where the required payment is in a currency other than
Dollars will not constitute an Event of Default under this Indenture.


Promptly after the occurrence of a Conversion Event,
the Company or a Subsidiary Guarantor shall give written notice thereof to the
Trustee; and the Trustee, promptly after receipt of such notice, shall give
notice thereof in the manner provided in Section 12.02 to the Holders.  Promptly after the making of any payment in
Dollars as a result of a Conversion Event, the Company or a Subsidiary
Guarantor, as the case may be, shall give notice in the manner provided in
Section 12.02 to the Holders, setting forth the applicable Exchange Rate and
describing the calculation of such payments.


A Default under clause (4) or (7) of this Section 6.01
is not an Event of Default until the Trustee notifies the Company and the
Subsidiary Guarantors, or the Holders of at least 25% in principal amount of
the then outstanding Securities of the series affected by such Default (or, in
the case of a Default under clause (4) of this Section 6.01, if outstanding
Securities of other series are affected by such Default, then at least 25% in
principal amount of the then outstanding Securities so affected) notify the
Company, the Subsidiary Guarantors and the Trustee, of the Default, and the
Company or the applicable Subsidiary Guarantor, as the case may be, fails to
cure the Default within 90 days after receipt of the notice.  The notice must specify the Default, demand
that it be remedied and state that the notice is a “Notice of Default.”


SECTION 6.02                                                                    Acceleration.


If an Event of Default with respect to any Securities
of any series at the time outstanding (other than an Event of Default specified
in clause (5) or (6) of Section 6.01) occurs and is continuing, the Trustee by
notice to the Company and the Subsidiary Guarantors, or the Holders of at least
25% in principal amount of the then outstanding Securities of the series
affected by such Event of Default (or, in the case of an Event of Default
described in clause (4) of Section 6.01, if outstanding Securities of
other series are affected by such Event of Default, then at least 25% in principal
amount of the then outstanding Securities so affected) by notice to the
Company, the Subsidiary Guarantors and the Trustee, may declare the principal
of (or, if any such Securities are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that
series) and all accrued and unpaid interest on all then outstanding Securities
of such series or of all series, as the case may be, to be due and
payable.  Upon any such declaration, the
amounts due and payable on the Securities shall be due and payable
immediately.  If an Event of Default
specified in clause (5) or (6) of Section 6.01 hereof occurs, such amounts
shall ipso facto become and be immediately due
and payable without any declaration, notice or other act on the part of the
Trustee or any Holder.  The Holders of a
majority in principal amount of the then outstanding Securities of the series
affected by such Event of Default or all series, as the case may be, by written
notice to the Trustee may rescind an



 29
 









acceleration and its
consequences (other than nonpayment of principal of or premium or interest on
or any Additional Amounts with respect to the Securities) if the rescission
would not conflict with any judgment or decree and if all existing Events of
Default with respect to Securities of that series (or of all series, as the
case may be) have been cured or waived, except nonpayment of principal,
premium, interest or any Additional Amounts that has become due solely because
of the acceleration.


SECTION 6.03                                                                    Other Remedies.


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


The Trustee may maintain a proceeding even if it does
not possess any of the Securities or does not produce any of them in the
proceeding.  A delay or omission by the
Trustee or any Holder in exercising any right or remedy accruing upon an Event
of Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. 
All remedies are cumulative to the extent permitted by law.


SECTION 6.04                                                                    Waiver of Defaults.


Subject to Sections 6.07 and 9.02, the Holders of a
majority in principal amount of the then outstanding Securities of any series
or of all series (acting as one class) by notice to the Trustee may waive an
existing or past Default or Event of Default with respect to such series or all
series, as the case may be, and its consequences (including waivers obtained in
connection with a tender offer or exchange offer for Securities of such series
or all series or a solicitation of consents in respect of Securities of such
series or all series, provided that
in each case such offer or solicitation is made to all Holders of then
outstanding Securities of such series or all series (but the terms of such
offer or solicitation may vary from series to series)), except (1) a
continuing Default or Event of Default in the payment of the principal of, or
premium, if any, or interest on or any Additional Amounts with respect to any
Security or (2) a continued Default in respect of a provision that under
Section 9.02 cannot be amended or supplemented without the consent of each
Holder 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 6.05                                                                    Control by Majority.


With respect to Securities of any series, the Holders
of a majority in principal amount of the then outstanding Securities of such
series may direct in writing the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it relating to or arising under an Event of Default
described in clause (1), (2), (3) or (7) of Section 6.01, and with
respect to all Securities, the Holders of a majority in principal amount of all
the then outstanding Securities affected may direct in writing the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on it not relating to or arising
under such an Event of



 30
 









Default.  However, the Trustee may refuse to follow any
direction that conflicts with applicable law or this Indenture, that the
Trustee determines may be unduly prejudicial to the rights of other Holders, or
that may involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction.  Prior to taking any action hereunder, the
Trustee shall be entitled to indemnification satisfactory to it in its sole
discretion from Holders directing the Trustee against all losses and expenses
caused by taking or not taking such action.


SECTION 6.06                                                                Limitations on Suits.


Subject to Section 6.07 hereof, a Holder of a Security
of any series may pursue a remedy with respect to this Indenture or the
Securities of such series or any related Guarantees only if:


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


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


(3)                                  such Holder or
Holders offer to the Trustee indemnity satisfactory to the Trustee against any
loss, liability or expense;


(4)                                  the Trustee does not
comply with the request within 60 days after receipt of the request and the
offer of indemnity; and


(5)                                  during such 60-day
period the Holders of a majority in principal amount of the Securities of that
series do not give the Trustee a direction inconsistent with the request.


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


SECTION 6.07                                                                Rights of Holders to Receive Payment.


Notwithstanding any other provision of this Indenture,
the right of any Holder of a Security to receive payment of principal of and
premium, if any, and interest on and any Additional Amounts with respect to the
Security, on or after the respective due dates expressed in the Security, or to
bring suit for the enforcement of any such payment on or after such respective
dates, is absolute and unconditional and shall not be impaired or affected
without the consent of the Holder.


SECTION 6.08                                                                Collection Suit by Trustee.


If an Event of Default specified in clause (1) or (2)
of Section 6.01 hereof occurs and is continuing, the Trustee is authorized to
recover judgment in its own name and as trustee of an express trust against the
Company or a Subsidiary Guarantor for the amount of principal, premium (if
any), interest and any Additional Amounts remaining unpaid on the Securities of
the



 31
 









series affected by the
Event of Default, and interest on overdue principal and premium, if any, and,
to the extent lawful, interest on overdue interest, and such further amount as
shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.


SECTION 6.09                                                                    Trustee May File Proofs of Claim.


The Trustee is authorized to file such proofs of claim
and other papers or documents and to take such actions, including participating
as a member, voting or otherwise, of any committee of creditors, as may be
necessary or advisable to have the claims of the Trustee (including any claim
for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings
relative to the Company or a Subsidiary Guarantor or their respective creditors
or properties and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such
claims and any Bankruptcy Custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the
event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07. To the
extent that the payment of any such compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 out of the estate in any such proceeding, shall be
denied for any reason, payment of the same shall be secured by a lien on, and
shall be paid out of, any and all distributions, dividends, money, securities
and other properties which the Holders of the Securities may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. 
Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.


SECTION 6.10                                                                    Priorities.


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


First:  to
the Trustee for amounts due under Section 7.07;


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


Third:  to
the Company.


The Trustee, upon prior written notice to the Company,
may fix record dates and payment dates for any payment to Holders pursuant to
this Article VI.



 32















To the fullest extent allowed under applicable law, if
for the purpose of obtaining a judgment against the Company or a Subsidiary
Guarantor in any court it is necessary to convert the sum due in respect of the
principal of, premium (if any) or interest on or Additional Amounts with
respect to the Securities of any series (the “Required Currency”) into a
currency in which a judgment will be rendered (the “Judgment Currency”), the
rate of exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the Business Day in The City of New York
next preceding that on which final judgment is given.  None of the Company, any Subsidiary Guarantor
or the Trustee shall be liable for any shortfall nor shall it benefit from any
windfall in payments to Holders of Securities under this Section 6.10 caused by
a change in exchange rates between the time the amount of a judgment against it
is calculated as above and the time the Trustee converts the Judgment Currency
into the Required Currency to make payments under this Section 6.10 to Holders
of Securities, but payment of such judgment shall discharge all amounts owed by
the Company and the Subsidiary Guarantors on the claim or claims underlying
such judgment.


SECTION 6.11                                                                    Undertaking
for Costs.


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


ARTICLE VII


TRUSTEE


SECTION 7.01                                                                    Duties
of Trustee.


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


(b)           Except
during the continuance of an Event of Default with respect to the Securities of
any series:


(1)           the Trustee need perform only those
duties that are specifically set forth in this Indenture and no others, and no
implied covenants or obligations shall be read into this Indenture against the
Trustee; and


(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 



 33
 









of this
Indenture.  However, the Trustee shall
examine such certificates and opinions to determine whether, on their face,
they appear to conform to the requirements of this Indenture.


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


(1)           this paragraph does not limit the
effect of Section 7.01(b);


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


(3)           the Trustee shall not be liable with
respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 6.05.


(d)           Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to the provisions of this
Section 7.01.


(e)           No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or incur any liability.  The
Trustee may refuse to perform any duty or exercise any right or power unless it
receives indemnity satisfactory to it against any loss, liability or expense.


(f)            The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company and the Subsidiary
Guarantors.  Money held in trust by the
Trustee need not be segregated from other funds except to the extent required
by law.  All money received by the
Trustee shall, until applied as herein provided, be held in trust for the
payment of the principal of, premium (if any) and interest on and Additional
Amounts with respect to the Securities.


SECTION 7.02                                                                    Rights
of Trustee.


(a)           The
Trustee may conclusively rely on any document believed by it to be genuine and
to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or
matter stated in the document.


(b)           Before
the Trustee acts or refrains from acting, it may require instruction, an
Officers’ Certificate or an Opinion of Counsel or both to be provided.  The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such instruction,
Officers’ Certificate or Opinion of Counsel. 
The Trustee may consult at the Company’s expense with counsel of its
selection 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.


(c)           The
Trustee may act through agents and shall not be responsible for the misconduct
or negligence of any agent appointed with due care.



 34
 









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


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


SECTION 7.03                                                                    May
Hold Securities.


The Trustee in its individual or any other capacity
may become the owner or pledgee of Securities and may otherwise deal with the
Company, any Subsidiary Guarantor or any of their respective Affiliates with
the same rights it would have if it were not Trustee.  Any Agent may do the same with like rights
and duties.  However, the Trustee is
subject to Sections 7.10 and 7.11.


SECTION 7.04                                                                    Trustee’s
Disclaimer.


The Trustee makes no representation as to the validity
or adequacy of this Indenture or the Securities, it shall not be accountable
for the Company’s use of the proceeds from the Securities or any money paid to
the Company or any Subsidiary Guarantor or upon the Company’s or such
Subsidiary Guarantor’s direction under any provision hereof, it shall not be
responsible for the use or application of any money received by any Paying
Agent other than the Trustee and it shall not be responsible for any statement
or recital herein or any statement in the Securities other than its certificate
of authentication.


SECTION 7.05                                                                    Notice
of  Defaults.


If a Default or Event of Default with respect to the
Securities of any series occurs and is continuing and it is known to the
Trustee, the Trustee shall mail to Holders of Securities of such series a
notice of the Default or Event of Default within 90 days after it occurs.  Except in the case of a Default or Event of
Default in payment of principal of, premium (if any) and interest on and
Additional Amounts or any sinking fund installment with respect to the
Securities of such series, the Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Holders of Securities of such
series.


SECTION 7.06                                                                    Reports
by Trustee to Holders.


Within 60 days after each                             of
each year after the execution of this Indenture, the Trustee shall mail to
Holders of a series, the Subsidiary Guarantors and the Company a brief report
dated as of such reporting date that complies with TIA § 313(a); provided, however, that if no event described in TIA
§ 313(a) has occurred within the twelve months preceding the reporting
date with respect to a series, no report need be transmitted to Holders of such
series.  The Trustee also shall comply
with TIA § 313(b).  The Trustee
shall also transmit by mail all reports if and as required by TIA
§§ 313(c) and 313(d).



 35
 









A copy of each report at the time of its mailing to
Holders of a series of Securities shall be filed by the Company or a Subsidiary
Guarantor with the SEC and each securities exchange, if any, on which the
Securities of such series are listed.  The
Company shall notify the Trustee if and when any series of Securities is listed
on any securities exchange.


SECTION 7.07                                                                    Compensation
and Indemnity.


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


The Company hereby indemnifies the Trustee and any
predecessor Trustee against any and all loss, liability, damage, claim or
expense, including taxes (other than taxes based upon, measured by or
determined by the income of the Trustee), incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, except as set forth in the next following paragraph.  The Trustee shall notify the Company and the
Subsidiary Guarantors promptly of any claim for which it may seek indemnity.  The Company shall defend the claim and the
Trustee shall cooperate in the defense. 
The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. 
The Company need not pay for any settlement made without its consent.


The Company shall not be obligated to reimburse any
expense or indemnify against any loss or liability incurred by the Trustee
through the Trustee’s negligence or bad faith.


To secure the payment obligations of the Company in
this Section 7.07, the Trustee shall have a lien prior to the Securities on all
money or property held or collected by the Trustee, except that held in trust
to pay principal of, premium (if any) and interest on and any Additional
Amounts with respect to Securities of any series.  Such lien and the Company’s obligations under
this Section 7.07 shall survive the satisfaction and discharge of this
Indenture.


When the Trustee incurs expenses or renders services
after an Event of Default specified in Section 6.01(5) or (6) occurs, the
expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law.


SECTION 7.08                                                                    Replacement
of Trustee.


A resignation or removal of the Trustee and
appointment of a successor Trustee shall become effective only upon the
successor Trustee’s acceptance of appointment as provided in this Section 7.08.


The Trustee may resign and be discharged at any time
with respect to the Securities of one or more series by so notifying the
Company and the Subsidiary Guarantors. 
The Holders of a majority in principal amount of the then outstanding
Securities of any series may remove the Trustee with respect to the Securities
of such series by so notifying the Trustee, the Company and the Subsidiary
Guarantors.  The Company may remove the
Trustee if:



 36
 









(1)           the Trustee fails to comply with
Section 7.10;


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


(3)           a Bankruptcy Custodian or public
officer takes charge of the Trustee or its property; or


(4)           the Trustee otherwise becomes
incapable of acting.


If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, with respect to the Securities
of one or more series, the Company 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).  Within one year after the
successor Trustee with respect to the Securities of any series takes office,
the Holders of a majority in principal amount of the Securities of such series
then outstanding may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.


If a successor Trustee with respect to the Securities
of any series does not take office within 30 days after the retiring or removed
Trustee resigns or is removed, the retiring or removed Trustee, the Company,
any Subsidiary Guarantor or the Holders of at least 10% in principal amount of
the then outstanding Securities of such series may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.


If the Trustee with respect to the Securities of a
series fails to comply with Section 7.10, any Holder of Securities of such
series may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee with respect to the
Securities of such series.


In case of the appointment of a successor Trustee with
respect to all Securities, each such successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee, to the Company and to
the Subsidiary Guarantors.  Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the retiring
Trustee under this Indenture.  The
successor Trustee shall mail a notice of its succession to Holders.  The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, subject to the
lien provided for in Section 7.07.


In case of the appointment of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
Subsidiary Guarantors, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more (but not all) series shall execute and
deliver an indenture supplemental hereto in which each successor Trustee shall
accept such appointment and that (1) shall confer to each successor Trustee all
the rights, powers and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with 



 37
 









respect to all
Securities, shall confirm that all the rights, powers and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee.  Nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust,
and 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.  Upon the execution and delivery
of such supplemental indenture, the resignation or removal of the retiring
Trustee shall become effective to the extent provided therein and each such
successor Trustee shall have all the rights, powers 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.  On
request of the Company or any successor Trustee, such retiring Trustee shall
transfer to such successor Trustee all property held by such retiring Trustee
as Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.


Notwithstanding replacement of the Trustee or Trustees
pursuant to this Section 7.08, the obligations of the Company under
Section 7.07 shall continue for the benefit of the retiring Trustee or
Trustees.


SECTION 7.09                                                                    Successor
Trustee by Merger, etc.


Subject to Section 7.10, if the Trustee consolidates,
merges or converts into, or transfers all or substantially all of its corporate
trust business to, another corporation, the successor corporation without any
further act shall be the successor Trustee; provided, however,
that in the case of a transfer of all or substantially all of its corporate
trust business to another corporation, the transferee corporation expressly
assumes all of the Trustee’s liabilities hereunder.


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; and in case at that
time any of the Securities shall not have been authenticated, any successor to
the Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor to the Trustee; and in
all such cases such certificates shall have the full force which it is anywhere
in the Securities or in this Indenture provided that the certificate of the
Trustee shall have.


SECTION 7.10                                                                    Eligibility;
Disqualification.


There shall at all times be a Trustee hereunder which
shall be a corporation or banking or trust company or association organized and
doing business under the laws of the United States, any State thereof or the
District of Columbia and authorized under such laws to exercise corporate trust
power, shall be subject to supervision or examination by Federal or State (or
the District of Columbia) authority and shall have, or be a subsidiary of a
bank or bank holding company having, a combined capital and surplus of at least
$50 million as set forth in its most recent published annual report of
condition.



 38
 









The Indenture shall always have a Trustee who
satisfies the requirements of TIA §§ 310(a)(1), 310(a)(2) and
310(a)(5).  The Trustee is subject to and
shall comply with the provisions of TIA § 310(b) during the period of time
required by this Indenture. Nothing in this Indenture shall prevent the Trustee
from filing with the SEC the application referred to in the penultimate
paragraph of TIA § 310(b).


SECTION 7.11                                                                    Preferential
Collection of Claims Against the Company or a Subsidiary Guarantor.


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


ARTICLE VIII


DISCHARGE OF
INDENTURE


SECTION 8.01                                                                    Termination
of the Company’s and the Subsidiary Guarantors’ Obligations.


(a)           This
Indenture shall cease to be of further effect with respect to the Securities of
a series (except that the Company’s obligations under Section 7.07, the Trustee’s
and Paying Agent’s obligations under Section 8.03 and the rights, powers,
protections and privileges accorded the Trustee under Article VII shall survive),
and the Trustee, on demand of the Company, shall execute proper instruments
acknowledging the satisfaction and discharge of this Indenture with respect to
the Securities of such series, when:


(1)           either:


(A)          all outstanding Securities of such
series theretofore authenticated and issued (other than destroyed, lost or
stolen Securities that have been replaced or paid) have been delivered to the
Trustee for cancellation; or


(B)           all outstanding Securities of such
series not theretofore delivered to the Trustee for cancellation:


(i)                                     have
become due and payable, or


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


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


and, in the case of
clause (i), (ii) or (iii) above, the Company or a Subsidiary Guarantor has
irrevocably deposited or caused to be deposited with the Trustee as 



 39
 









funds (immediately
available to the Holders in the case of clause (i)) in trust for such purpose
(x) cash in an amount, or (y) Government Obligations, maturing as to
principal and interest at such times and in such amounts as will ensure the
availability of cash in an amount or (z) a combination thereof, which will
be sufficient, in the opinion (in the case of clauses (y) and (z)) of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge
the entire indebtedness on the Securities of such series for principal and
interest to the date of such deposit (in the case of Securities which have
become due and payable) or for principal, premium, if any, and interest to the
Stated Maturity or Redemption Date, as the case may be; or


(C)           the Company and the Subsidiary
Guarantors have properly fulfilled such other means of satisfaction and
discharge as is specified, as contemplated by Section 2.01, to be applicable to
the Securities of such series;


(2)           the Company or a Subsidiary Guarantor
has paid or caused to be paid all other sums payable by them hereunder with
respect to the Securities of such series; and


(3)           the Company has delivered to the
Trustee an Officers’ Certificate stating that all conditions precedent to
satisfaction and discharge of this Indenture with respect to the Securities of
such series have been complied with, together with an Opinion of Counsel to the
same effect.


(b)           Unless
this Section 8.01(b) is specified as not being applicable to Securities of a
series as contemplated by Section 2.01, the Company may, at its option,
terminate certain of its and the Subsidiary Guarantors’ respective obligations
under this Indenture (“covenant defeasance”) with respect to the Securities of
a series if:


(1)           the Company or a Subsidiary Guarantor
has irrevocably deposited or caused to be irrevocably deposited with the
Trustee as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for and dedicated solely to the
benefit of the Holders of Securities of such series, (i) money in the
currency in which payment of the Securities of such series is to be made in an
amount, or (ii) Government Obligations with respect to such series, maturing
as to principal and interest at such times and in such amounts as will ensure
the availability of money in the currency in which payment of the Securities of
such series is to be made in an amount or (iii) a combination thereof,
that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay the principal of
and premium (if any) and interest on all Securities of such series on each date
that such principal, premium (if any) or interest is due and payable and (at
the Stated Maturity thereof or upon redemption as provided in Section 8.01(e))
to pay all other sums payable by it hereunder; provided
that the Trustee shall have been irrevocably instructed to apply such money
and/or the proceeds of such Government Obligations to the payment of said
principal, premium (if any) and interest with respect to the Securities of such
series as the same shall become due;



 40
 









(2)           the Company has delivered to the
Trustee an Officers’ Certificate stating that all conditions precedent to
satisfaction and discharge of this Indenture with respect to the Securities of
such series have been complied with, and an Opinion of Counsel to the same
effect;


(3)           no Default or Event of Default with
respect to the Securities of such series shall have occurred and be continuing
on the date of such deposit;


(4)           the Company shall have delivered to
the Trustee an Opinion of Counsel from a nationally recognized counsel
acceptable to the Trustee or a tax ruling to the effect that the Holders will
not recognize income, gain or loss for U.S. Federal income tax purposes as a
result of the Company’s exercise of its option under this Section 8.01(b) 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 option had not
been exercised;


(5)           the Company and the Subsidiary
Guarantors have complied with any additional conditions specified pursuant to
Section 2.01 to be applicable to the discharge of Securities of such series
pursuant to this Section 8.01; and


(6)           such deposit and discharge shall not
cause the Trustee to have a conflicting interest as defined in TIA § 310(b).


In such event, this Indenture shall cease to be of
further effect (except as set forth in this paragraph), and the Trustee, on
demand of the Company, shall execute proper instruments acknowledging
satisfaction and discharge under this Indenture.  However, the Company’s and the Subsidiary
Guarantors’ respective obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09,
4.01, 4.02, 7.07, 7.08 and 8.04, the Trustee’s and Paying Agent’s obligations
in Section 8.03 and the rights, powers, protections and privileges
accorded the Trustee under Article VII shall survive until all Securities of
such series are no longer outstanding. 
Thereafter, only the Company’s obligations in Section 7.07 and the
Trustee’s and Paying Agent’s obligations in Section 8.03 shall survive with
respect to Securities of such series.


After such irrevocable deposit made pursuant to this
Section 8.01(b) and satisfaction of the other conditions set forth herein, the
Trustee upon request shall acknowledge in writing the discharge of the Company’s
and the Subsidiary Guarantors’ obligations under this Indenture with respect to
the Securities of such series except for those surviving obligations specified
above.


In order to have money available on a payment date to
pay principal of or premium (if any) or interest on the Securities, the
Government Obligations shall be payable as to principal or interest on or
before such payment date in such amounts as will provide the necessary
money.  Government Obligations shall not
be callable at the issuer’s option.


(c)           If
the Company and the Subsidiary Guarantors have previously complied or is
concurrently complying with Section 8.01(b) (other than any additional
conditions specified pursuant to Section 2.01 that are expressly
applicable only to covenant defeasance) with respect to Securities of a series,
then, unless this Section 8.01(c) is specified as not being applicable to 



 41
 









Securities of such series as contemplated by Section 2.01, the Company
may elect that its and the Subsidiary Guarantors’ respective obligations to
make payments with respect to Securities of such series be discharged (“legal
defeasance”), if:


(1)           no Default or Event of Default under
clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time
during the period ending on the 91st day after the date of deposit contemplated
by Section 8.01(b) (it being understood that this condition shall not be deemed
satisfied until the expiration of such period);


(2)           unless otherwise specified with
respect to Securities of such series as contemplated by Section 2.01, the
Company has delivered to the Trustee an Opinion of Counsel from a nationally
recognized counsel acceptable to the Trustee to the effect referred to in
Section 8.01(b)(4) with respect to such legal defeasance, which opinion is
based on (i) a private ruling of the Internal Revenue Service addressed to the
Company, (ii) a published ruling of the Internal Revenue Service pertaining to
a comparable form of transaction or (iii) a change in the applicable federal
income tax law (including regulations) after the date of this Indenture;


(3)           the Company and the Subsidiary
Guarantors have complied with any other conditions specified pursuant to
Section 2.01 to be applicable to the legal defeasance of Securities of such
series pursuant to this Section 8.01(c); and


(4)           the Company has delivered to the
Trustee a Company Request requesting such legal defeasance of the Securities of
such series and an Officers’ Certificate stating that all conditions precedent
with respect to such legal defeasance of the Securities of such series have
been complied with, together with an Opinion of Counsel to the same effect.


In such event, the Company and the Subsidiary
Guarantors will be discharged from its obligations under this Indenture and the
Securities of such series to pay principal of, premium (if any) and interest on
and any Additional Amounts with respect to Securities of such series, the
Company’s and the Subsidiary Guarantors’ respective obligations under Sections
4.01, 4.02 and 10.01 shall terminate with respect to such Securities, and the
entire indebtedness of the Company evidenced by such Securities and of the
Subsidiary Guarantors evidenced by the related Guarantee shall be deemed paid
and discharged.


(d)           If
and to the extent additional or alternative means of satisfaction, discharge or
defeasance of Securities of a series are specified to be applicable to such
series as contemplated by Section 2.01, each of the Company and the Subsidiary
Guarantors may terminate any or all of its obligations under this Indenture
with respect to Securities of a series and any or all of its obligations under
the Securities of such series if it fulfills such other means of satisfaction
and discharge as may be so specified, as contemplated by Section 2.01, to be applicable
to the Securities of such series.


(e)           If
Securities of any series subject to subsections (a), (b), (c) or (d) of this
Section 8.01 are to be redeemed prior to their Stated Maturity, whether
pursuant to any optional redemption provisions or in accordance with any
mandatory or optional sinking fund provisions, 



 42
 









the terms of the applicable trust arrangement shall provide for such
redemption, and the Company shall make such arrangements as are reasonably
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.


SECTION 8.02                                                                    Application
of Trust Money.


The Trustee or a trustee satisfactory to the Trustee
and the Company shall hold in trust money or Government Obligations deposited
with it pursuant to Section 8.01 hereof. 
It shall apply the deposited money and the money from Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal of, premium (if any) and interest on and any
Additional Amounts with respect to the Securities of the series with respect to
which the deposit was made.  Money and
securities held in trust are not subject to Article X.


SECTION 8.03                                                                    Repayment
to Company.


The Trustee and the Paying Agent shall promptly pay to
the Company or any Subsidiary Guarantor any excess money or Government
Obligations (or proceeds therefrom) held by them at any time upon the written
request of the Company.


Subject to the requirements of any applicable
abandoned property laws, the Trustee and the Paying Agent shall pay to the
Company upon written request any money held by them for the payment of
principal, premium (if any), interest or any Additional Amounts that remain
unclaimed for two years after the date upon which such payment shall have
become due.  After payment to the
Company, Holders entitled to the money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates
another Person, and all liability of the Trustee and the Paying Agent with
respect to such money shall cease.


SECTION 8.04                                                                    Reinstatement.


If the Trustee or the Paying Agent is unable to apply
any money or Government Obligations deposited with respect to Securities of any
series in accordance with Section 8.01 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
obligations of the Company and the Subsidiary Guarantors under this Indenture with
respect to the Securities of such series and under the Securities of such
series shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.01 until such time as the Trustee or the Paying
Agent is permitted to apply all such money or Government Obligations in
accordance with Section 8.01; provided, however, that
if the Company or any Subsidiary Guarantor has made any payment of principal
of, premium (if any) or interest on or any Additional Amounts with respect to
any Securities because of the reinstatement of its obligations, the Company or
such Subsidiary Guarantor, as the case may be, shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money
or Government Obligations held by the Trustee or the Paying Agent.



 43
 









ARTICLE IX


SUPPLEMENTAL
INDENTURES AND AMENDMENTS


SECTION 9.01                                                                    Without
Consent of Holders.


The Company, the Subsidiary Guarantors and the Trustee
may amend or supplement this Indenture or the Securities or waive any provision
hereof or thereof without the consent of any Holder:


(1)           to cure any ambiguity, omission,
defect or inconsistency;


(2)           to comply with Section 5.01;


(3)           to provide for uncertificated
Securities in addition to or in place of certificated Securities, or to provide
for the issuance of bearer Securities (with or without coupons);


(4)           to provide any security for, or to
add any guarantees of or additional obligors on, any series of Securities or
the related Guarantees, if any;


(5)           to comply with any requirement in
order to effect or maintain the qualification of this Indenture under the TIA;


(6)           to add to the covenants of the
Company or any Subsidiary Guarantor for the benefit of the Holders of all or
any series of Securities (and if such covenants are to be for the benefit of
less than all series of Securities, stating that such covenants are expressly
being included solely for the benefit of such series), or to surrender any
right or power herein conferred upon the Company or any Subsidiary Guarantor;


(7)           to add any additional Events of
Default with respect to all or any series of the Securities (and, if any Event
of Default is applicable to less than all series of Securities, specifying the
series to which such Event of Default is applicable);


(8)           to change or eliminate any of the
provisions of this Indenture; provided that
any such change or elimination shall become effective only when there is no
outstanding Security of any series created prior to the execution of such
amendment or supplemental indenture that is adversely affected in any material
respect by such change in or elimination of such provision; provided, further,
that any change made solely to conform the provisions of this Indenture to a
description of any Security in a prospectus supplement will not be deemed to
adversely affect any Security of any series in any material respect;


(9)           to establish the form or terms of
Securities of any series as permitted by Section 2.01;


(10)         to supplement any of the provisions of
this Indenture to such extent as shall be necessary to permit or facilitate the
defeasance and discharge of any series of 



 44
 









Securities
pursuant to Section 8.01; provided, however,
that any such action shall not adversely affect the interest of the Holders of
Securities of such series or any other series of Securities in any material
respect; or


(11)         to evidence and provide for the
acceptance of appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to
the requirements of Section 7.08.


Upon the request of the Company, accompanied by a
Board Resolution, and upon receipt by the Trustee of the documents described in
Section 9.06, the Trustee shall, subject to Section 9.06, join with the Company
and the Subsidiary Guarantors in the execution of any supplemental indenture
authorized or permitted by the terms of this Indenture and make any further
appropriate agreements and stipulations that may be therein contained.


SECTION 9.02                                                                    With
Consent of Holders.


Except as provided below in this Section 9.02, the
Company, the Subsidiary Guarantors and the Trustee may amend or supplement this
Indenture with the written consent (including consents obtained in connection
with a tender offer or exchange offer for Securities of any one or more series
or all series or a solicitation of consents in respect of Securities of any one
or more series or all series, provided that
in each case such offer or solicitation is made to all Holders of then
outstanding Securities of each such series (but the terms of such offer or
solicitation may vary from series to series)) of the Holders of at least a
majority in principal amount of the then outstanding Securities of all series
affected by such amendment or supplement (acting as one class).


Upon the request of the Company, accompanied by a
Board Resolution, and upon the filing with the Trustee of evidence of the
consent of the Holders as aforesaid, and upon receipt by the Trustee of the
documents described in Section 9.06, the Trustee shall, subject to Section
9.06, join with the Company and the Subsidiary Guarantors in the execution of
such amendment or supplemental indenture.


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


The Holders of a majority in principal amount of the
then outstanding Securities of one or more series or of all series may waive
compliance in a particular instance by the Company or any Subsidiary Guarantor
with any provision of this Indenture with respect to Securities of such series
(including waivers obtained in connection with a tender offer or exchange offer
for Securities of such series or a solicitation of consents in respect of
Securities of such series, provided that
in each case such offer or solicitation is made to all Holders of then
outstanding Securities of such series (but the terms of such offer or
solicitation may vary from series to series)).



 45
 









However, without the consent of each Holder affected,
an amendment, supplement or waiver under this Section 9.02 may not:


(1)           reduce the amount of Securities whose
Holders must consent to an amendment, supplement or waiver;


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


(3)           reduce the principal of, any premium
on or any mandatory sinking fund payment with respect to, or change the Stated
Maturity of, any Security or reduce the amount of the principal of an Original
Issue Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 6.02;


(4)           reduce the premium, if any, payable
upon the redemption of any Security or change the time at which any Security
may or shall be redeemed;


(5)           change any obligation of the Company
or any Subsidiary Guarantor to pay Additional Amounts with respect to any
Security;


(6)           change the coin or currency or
currencies (including composite currencies) in which any Security or any
premium, interest or Additional Amounts with respect thereto are payable;


(7)           impair the right to institute suit
for the enforcement of any payment of principal of, premium (if any) or
interest on or any Additional Amounts with respect to any Security pursuant to
Sections 6.07 and 6.08, except as limited by Section 6.06;


(8)           make any change in the percentage of
principal amount of Securities necessary to waive compliance with certain
provisions of this Indenture pursuant to Section 6.04 or 6.07 or make any
change in this sentence of Section 9.02;


(9)           modify the provisions of this
Indenture with respect to the subordination of any Security in a manner adverse
to the Holder thereof;


(10)         except as provided in Section 11.04,
release any Subsidiary Guarantor or modify the related Guarantee in any manner
materially adverse to the Holders; or


(11)         waive a continuing Default or Event of
Default in the payment of principal of, premium (if any) or interest on or
Additional Amounts with respect to the Securities.


An amendment under this Section 9.02 may not make any
change that adversely affects the rights under Article X of any holder of an
issue of Senior Debt unless the holders of the issue pursuant to its terms
consent to the change.


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 



 46
 









more particular series of
Securities, or which modifies the rights of the Holders of Securities of such
series with respect to such covenant or other provision, shall be deemed not to
affect the rights under this Indenture of the Holders of Securities of any
other series.


The right of any Holder to participate in any consent
required or sought pursuant to any provision of this Indenture (and the
obligation of the Company or any Subsidiary Guarantor to obtain any such
consent otherwise required from such Holder) may be subject to the requirement
that such Holder shall have been the Holder of record of any Securities with
respect to which such consent is required or sought as of a date identified by
the Company or such Subsidiary Guarantor in a notice furnished to Holders in
accordance with the terms of this Indenture.


After an amendment, supplement or waiver under this
Section 9.02 becomes effective, the Company shall mail to the Holders of each
Security affected thereby a notice briefly describing the amendment, supplement
or waiver.  Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such amendment, supplement or waiver.


SECTION 9.03                                                                    Compliance
with Trust Indenture Act.


Every amendment or supplement to this Indenture or the
Securities shall comply in form and substance with the TIA as then in effect.


SECTION 9.04                                                                    Revocation
and Effect of Consents.


Until an amendment, supplement or waiver becomes
effective, a consent to it by a Holder is a continuing consent by the Holder
and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder’s Security, even if notation
of the consent is not made on any Security. 
However, any such Holder or subsequent Holder may revoke the consent as
to his or her Security or portion of a Security if the Trustee receives written
notice of revocation before a date and time therefor identified by the Company
or any Subsidiary Guarantor in a notice furnished to such Holder in accordance
with the terms of this Indenture or, if no such date and time shall be
identified, the date the amendment, supplement or waiver becomes
effective.  An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds
every Holder.


The Company or any Subsidiary Guarantor may, but shall
not be obligated to, fix a record date (which need not comply with TIA §
316(c)) for the purpose of determining the Holders entitled to consent to any
amendment, supplement or waiver or to take any other action under this
Indenture.  If a record date is fixed,
then notwithstanding the provisions of the immediately preceding paragraph,
those Persons who were Holders at such record date (or their duly designated
proxies), and only those Persons, shall be entitled to consent to such
amendment, supplement or waiver or to revoke any consent previously given,
whether or not such Persons continue to be Holders after such record date.  No consent shall be valid or effective for
more than 90 days after such record date unless consents from Holders of the
principal amount of Securities required hereunder for such amendment or waiver
to be effective shall have also been given and not revoked within such 90-day
period.



 47
 









After an amendment, supplement or waiver becomes
effective, it shall bind every Holder, unless it is of the type described in
any of clauses (1) through (9) of Section 9.02 hereof.  In such case, the amendment, supplement or
waiver shall bind each Holder who has consented to it and every subsequent
Holder that evidences the same debt as the consenting Holder’s Security.


SECTION 9.05                                                                Notation
on or Exchange of Securities.


If an amendment or supplement changes the terms of an
outstanding Security, the Company may require the Holder of the Security to
deliver it to the Trustee.  The Trustee
may place an appropriate notation on the Security at the request of the Company
regarding the changed terms and return it to the Holder.  Alternatively, if the Company so determines,
the Company in exchange for the Security shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms.  Failure to make the appropriate notation or
to issue a new Security shall not affect the validity of such amendment or
supplement.


Securities of any series authenticated and delivered
after the execution of any amendment or supplement may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any
matter provided for in such amendment or supplement.


SECTION 9.06                                                                    Trustee
to Sign Amendments, etc.


The Trustee shall sign any amendment or supplement
authorized pursuant to this Article if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the
Trustee.  If it does, the Trustee may,
but need not, sign it.  In signing or
refusing to sign such amendment or supplement, the Trustee shall be entitled to
receive, and, subject to Section 7.01 hereof, shall be fully protected in
relying upon, an Officers’ Certificate and an Opinion of Counsel provided at
the expense of the Company or a Subsidiary Guarantor as conclusive evidence
that such amendment or supplement is authorized or permitted by this Indenture,
that it is not inconsistent herewith, and that it will be valid and binding
upon the Company in accordance with its terms.


ARTICLE X


SUBORDINATION OF
SECURITIES AND GUARANTEES


SECTION 10.01                                                              Securities
and Guarantees Subordinated to Senior Debt.


The Company, the Subsidiary Guarantors and each Holder
of a Security of a series, by his acceptance thereof, agree that (a) the
payment of the principal of, premium (if any) and interest on and any
Additional Amounts with respect to each and all the Securities of such series
and any related Guarantee and (b) any other payment in respect of the
Securities and any related Guarantee of such series, including on account of
the acquisition or redemption of Securities of such series by the Company or
the Subsidiary Guarantor, as the case may be, is subordinated, to the extent
and in the manner provided in this Article X, to the prior payment in full of
all Senior Debt of the Company, whether outstanding at the date of this Indenture
or thereafter created, incurred, assumed or guaranteed, and that these
subordination provisions are for the benefit of the holders of Senior Debt.



 48
 









This Article X shall constitute a continuing offer to
all Persons who, in reliance upon such provisions, become holders of, or
continue to hold, Senior Debt, and such provisions are made for the benefit of
the holders of Senior Debt, and such holders are made obligees hereunder and
any one or more of them may enforce such provisions.


SECTION 10.02                                                              No
Payment on Securities in Certain Circumstances.


(a)           Unless
otherwise provided with respect to the Securities of a series as contemplated
by Section 2.01, no payment shall be made by or on behalf of the Company
or the Subsidiary Guarantor, as the case may be, on account of the principal
of, premium (if any) or interest on or any Additional Amounts with respect to
the Securities and any related Guarantees of any series or to acquire any
Securities of such series (including any repurchases of Securities of such series
pursuant to the provisions thereof at the option of the Holder thereof) for
cash or property, or on account of any redemption provisions of Securities of
such series, in the event of default in payment of any principal of, premium
(if any) or interest on any Senior Debt of the Company when the same becomes
due and payable, whether at maturity or at a date fixed for prepayment or by
acceleration of maturity or otherwise (a “Payment Default”), unless and until
such Payment Default has been cured or waived or otherwise has ceased to exist
or such Senior Debt shall have been discharged or paid in full.


(b)           In
furtherance of the provisions of Section 10.01, in the event that,
notwithstanding the foregoing provisions of this Section 10.02, any payment or
distribution of assets of the Company or the Subsidiary Guarantors, as the case
may be, shall be received by the Trustee, the Paying Agent or the Holders of
Securities of any series and any related Guarantees at a time when such payment
or distribution was prohibited by the provisions of this Section 10.02, then,
unless such payment or distribution is no longer prohibited by this Section
10.02, such payment or distribution (subject to the provisions of Section
10.07) shall be received and held in trust by the Trustee, the Paying Agent or
such Holder for the benefit of the holders of Senior Debt of the Company, and
shall be paid or delivered by the Trustee, the Paying Agent or such Holders, as
the case may be, to the holders of Senior Debt of the Company remaining unpaid
or unprovided for or their representative or representatives, or to the trustee
or trustees under any indenture pursuant to which any instruments evidencing
such Senior Debt of the Company may have been issued, ratably, according to the
aggregate amounts remaining unpaid on account of such Senior Debt of the
Company held or represented by each, for application to the payment of all
Senior Debt in full after giving effect to all concurrent payments and
distributions to or for the holders of such Senior Debt.


SECTION 10.03                                                              Securities
and Guarantees Subordinated to Prior Payment of All Senior Debt on Dissolution,
Liquidation or Reorganization.


Upon any distribution of assets of the Company or the
Subsidiary Guarantors, as the case may be, or upon any dissolution, winding up,
total or partial liquidation or reorganization of the Company or the Subsidiary
Guarantors, as the case may be, whether voluntary or involuntary, in
bankruptcy, insolvency, receivership or similar proceeding or upon assignment
for the benefit of creditors:


 



 49















(1)                                  the
holders of all Senior Debt of the Company shall first be entitled to receive
payments in full before the Holders of Securities of any series and any related
Guarantees are entitled to receive any payment on account of the principal of,
premium (if any) or interest on or any Additional Amounts with respect to
Securities of such series and any related Guarantees;


(2)                                  any
payment or distribution of assets of the Company or the Subsidiary Guarantors,
as the case may be, of any kind or character, whether in cash, property or
securities, to which the Holders of Securities of any series and any related
Guarantees, or the Trustee on behalf of such Holders would be entitled, except
for the provisions of this Article X, shall be paid by the liquidating trustee
or agent or other Person making such a payment or distribution directly to the
holders of such Senior Debt or their representative, ratably according to the
respective amounts of Senior Debt held or represented by each, to the extent
necessary to make payment in full of all such Senior Debt remaining unpaid
after giving effect to all concurrent payments and distributions to the holders
of such Senior Debt; and


(3)                                  in
the event that, notwithstanding the foregoing, any payment or distribution of
assets of the Company or the Subsidiary Guarantors, as the case may be, of any
kind or character, whether in cash, property or securities, shall be received
by the Trustee or the Holders of Securities of any series and any related
Guarantees or any Paying Agent (or, if the Company, the Subsidiary Guarantor or
any other Subsidiary is acting as the Paying Agent, money for any such payment
or distribution shall be segregated or held in trust) on account of the
principal of, premium (if any) or interest on or any Additional Amounts with
respect to the Securities of such series and any related Guarantees before all
Senior Debt of the Company is paid in full, such payment or distribution
(subject to the provisions of Section 10.07) shall be received and held in
trust by the Trustee or such Holder or Paying Agent for the benefit of the
holders of such Senior Debt, or their respective representatives, ratably
according to the respective amounts of such Senior Debt held or represented by
each, to the extent necessary to make payment as provided herein of all such
Senior Debt remaining unpaid after giving effect to all concurrent payments and
distributions and all provisions therefor to or for the holders of such Senior
Debt, but only to the extent that as to any holder of such Senior Debt, as
promptly as practical following notice from the Trustee to the holders of such
Senior Debt that such prohibited payment has been received by the Trustee,
Holder(s) or Paying Agent (or has been segregated as provided above), such
holder (or a representative therefor) notifies the Trustee of the amounts then
due and owing on such Senior Debt, if any, held by such holder and only the
amounts specified in such notices to the Trustee shall be paid to the holders
of such Senior Debt.


SECTION 10.04                                                              Subrogation to Rights of Holders of Senior Debt.


Subject to the payment in full of all Senior Debt of
the Company as provided herein, the Holders of the Securities of any series and
any related Guarantees shall be subrogated (to the extent of the payments or
distributions made to the holders of such Senior Debt pursuant to the
provisions of this Article X) to the rights of the holders of such Senior Debt
to receive payments or distributions of assets of the Company or the Subsidiary
Guarantors, as the case



 50
 









may be, applicable to the
Senior Debt until all amounts owing on the Securities of such series and any
related Guarantees shall be paid in full. 
For the purpose of such subrogation, no such payments or distributions to
the holders of such Senior Debt by the Company or the Subsidiary Guarantors, as
the case may be, or by or on behalf of the Holders of the Securities of such
series and any related Guarantees by virtue of this Article X, which otherwise
would have been made to such Holders shall, as between the Company or the
Subsidiary Guarantors, as the case may be, and such Holders, be deemed to be
payment by the Company or the Subsidiary Guarantors, as the case may be, or on
account of such Senior Debt, it being understood that the provisions of this
Article X are and are intended solely for the purpose of defining the relative
rights of the Holders of the Securities of a series and any related Guarantees,
on the one hand, and the holders of such Senior Debt, on the other hand.


If any payment or distribution to which the Holders of
the Securities and any related Guarantees would otherwise have been entitled
but for the provisions of this Article X shall have been applied, pursuant to
the provisions of this Article X, to the payment of amounts payable under Senior
Debt, then such Holders shall be entitled to receive from the holders of such
Senior Debt any payments or distributions received by such holders of Senior
Debt in excess of the amount sufficient to pay all amounts payable under or in
respect of such Senior Debt in full.


SECTION 10.05                                                              Obligations of the Company and the Subsidiary
Guarantors Unconditional.


Nothing contained in this Article X or elsewhere in
this Indenture or in the Securities is intended to or shall impair, as between
the Company or the Subsidiary Guarantors, as the case may be, and the Holders
of the Securities of any series and any related Guarantee, the obligation of
the Company or the Subsidiary Guarantors, as the case may be, which is absolute
and unconditional, to pay to such Holders the principal of such series, premium
(if any) and interest on and any Additional Amounts with respect to the
Securities of such series and any related Guarantees of such series as and when
the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of such Holders and creditors
of the Company or the Subsidiary Guarantors, as the case may be, other than the
holders of the Senior Debt, nor shall anything herein or therein prevent the
Trustee or any Holder from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if
any, under this Article X, of the holders of Senior Debt in respect of cash,
property or securities of the Company or the Subsidiary Guarantors, as the case
may be, received upon the exercise of any such remedy.  Notwithstanding anything to the contrary in
this Article X or elsewhere in this Indenture or in the Securities, upon any
distribution of assets of the Company or the Subsidiary Guarantors, as the case
may be, referred to in this Article X, the Trustee, subject to the provisions
of Sections 7.01 and 7.02, and the Holders of the Securities and any related
Guarantees shall be entitled to rely upon any order or decree made by any court
of competent jurisdiction in which such dissolution, winding up, liquidation or
reorganization proceedings are pending, or a certificate of the liquidating
trustee or agent or other Person making any distribution to the Trustee or to such
Holders for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Debt and other Debt of the Company
or any Subsidiary Guarantors, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all



 51
 









other facts pertinent
thereto or to this Article X so long as such court has been apprised of the
provisions of, or the order, decree or certificate makes reference to, the
provisions of this Article X.


SECTION 10.06                                                              Trustee Entitled to Assume Payments Not Prohibited in
Absence of Notice.


The Trustee shall not at any time be charged with
knowledge of the existence of any facts that would prohibit the making of any
payment to or by the Trustee unless and until a Responsible Officer of the
Trustee or any Paying Agent shall have received, no later than two Business
Days prior to such payment, written notice thereof from the Company or any
Subsidiary Guarantor, as the case may be, or from one or more holders of Senior
Debt or from any representative thereof and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of Sections 7.01 and
7.02, shall be entitled in all respects conclusively to assume that no such
fact exists.


SECTION 10.07                                                              Application by Trustee of Amounts Deposited with It.


Amounts deposited in trust with the Trustee pursuant
to and in accordance with Article VIII shall be for the sole benefit of Holders
of Securities of the series for the benefit of which such amounts were
deposited, and, to the extent allocated for the payment of Securities and any
related Guarantees of such series, shall not be subject to the subordination
provisions of this Article X.  Otherwise,
any deposit of assets with the Trustee or the Paying Agent (whether or not in
trust) for the payment of principal of, premium (if any) or interest on or any
Additional Amounts with respect to any Securities of any series and any related
Guarantees shall be subject to the provisions of Sections 10.01, 10.02, 10.03
and 10.04; provided that if prior to two Business
Days preceding the date on which by the terms of this Indenture any such assets
may become distributable for any purpose (including, without limitation, the
payment of either principal of, premium (if any) or interest on or any
Additional Amounts with respect to any Security and any related Guarantees), a
Responsible Officer of the Trustee or such Paying Agent shall not have received
with respect to such assets the written notice provided for in Section 10.06,
then the Trustee or such Paying Agent shall have full power and authority to
receive such assets and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary that may be
received by it on or after such date; and provided  further that nothing contained in this Article X shall
prevent the Company or the Subsidiary Guarantors, as the case may be, from
making, or the Trustee from receiving or applying, any payment in connection
with the redemption of Securities of a series if the first publication of
notice of such redemption (whether by mail or otherwise in accordance with this
Indenture) has been made, and the Trustee has received such payment from the
Company or the Subsidiary Guarantors, as the case may be, prior to the
occurrence of any of the contingencies specified in Section 10.02 or 10.03.


SECTION 10.08                                                              Subordination Rights Not Impaired by Acts or
Omissions of the Company, the Subsidiary Guarantors or Holders of Senior Debt.


No right of any present or future holders of any
Senior Debt to enforce subordination provisions contained in this Article X
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or the Subsidiary Guarantors, as



 52
 









the case may be, or by
any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company or the Subsidiary Guarantors, as the case may be,
with the terms of this Indenture, regardless of any knowledge thereof that any
such holder may have or be otherwise charged with.  The holders of Senior Debt may extend, renew,
modify or amend the terms of the Senior Debt or any security therefor and
release, sell or exchange such security and otherwise deal freely with the
Company or the Subsidiary Guarantors, as the case may be, all without affecting
the liabilities and obligations of the parties to this Indenture or the Holders
of the Securities of any series and any related Guarantees.


SECTION 10.09                                                              Trustee to Effectuate Subordination of Securities.


Each Holder of a Security of any series and any
related Guarantees by his acceptance thereof authorizes and expressly directs
the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provisions contained in this
Article X and to protect the rights of the Holders of the Securities and any
related Guarantee of such series pursuant to this Indenture, and appoints the
Trustee his attorney-in-fact for such purpose, including, in the event of any
dissolution, winding up, liquidation or reorganization of the Company or the
Subsidiary Guarantors, as the case may be (whether in bankruptcy, insolvency or
receivership proceedings or upon an assignment for the benefit of creditors of
the Company or the Subsidiary Guarantors, as the case may be), the filing of a
claim for the unpaid balance of his Securities and any related Guarantees in
the form required in said proceedings and cause said claim to be approved.  If the Trustee does not file a proper claim
or proof of debt in the form required in such proceeding prior to 30 days
before the expiration of the time to file such claim or claims, then the
holders of the Senior Debt or their representative is hereby authorized to have
the right to file and is hereby authorized to file an appropriate claim for and
on behalf of the Holders of Securities of such series and any related
Guarantees.  Nothing contained herein
shall be deemed to authorize the Trustee or the holders of Senior Debt or their
representative to authorize or consent to or accept or adopt on behalf of any
Holder of Securities of any series and any related Guarantees any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
of such series and any related Guarantees or the rights of any Holder thereof,
or to authorize the Trustee or the holders of Senior Debt or their
representative to vote in respect of the claim of any Holder of the Securities
of such series and any related Guarantees in any such proceeding.


SECTION 10.10                                                              Right of Trustee to Hold Senior Debt.


The Trustee in its individual capacity shall be
entitled to all of the rights set forth in this Article X in respect of any
Senior Debt at any time held by it to the same extent as any other holder of
Senior Debt, and nothing in this Indenture shall be construed to deprive the
Trustee of any of its rights as such holder.


SECTION 10.11                                                              Article X Not to Prevent Events of Default.


The failure to make a payment on account of principal
of or premium (if any) or interest on the Securities of any series and any
related Guarantees by reason of any provision of this Article X shall not be
construed as preventing the occurrence of a Default or an Event of Default
under Section 6.01 with respect to Securities of such series and any related
Guarantees or



 53
 









in any way prevent the
Holders of the Securities of such series and any related Guarantees from
exercising any right hereunder other than the right to receive payment on the
Securities of such series and any related Guarantees.


SECTION 10.12                                                              No Fiduciary Duty of Trustee to Holders of Senior
Debt.


The Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Debt, and shall not be liable to any such holders
(other than for its willful misconduct or negligence) if it shall in good faith
mistakenly pay over or distribute to the Holders of the Securities of any
series and any related Guarantees or the Company or the Subsidiary Guarantors,
as the case may be, or any other Person, cash, property or securities to which
any holders of Senior Debt shall be entitled by virtue of this Article X or
otherwise.  Nothing in this Section 10.12
shall affect the obligation of any other such Person to hold such payment for
the benefit of, and to pay such payment over to, the holders of Senior Debt or
their representative.


SECTION 10.13                                                              Article Applicable to Paying Agent.


In case at any time any Paying Agent other than the
Trustee shall have been appointed by the Company and be then acting hereunder,
the term “Trustee” as used in this Article X shall in such case (unless the
context shall otherwise require) be construed as extending to and including
such Paying Agent within its meaning as fully for all intents and purposes as
if such Paying Agent were named in this Article X in addition to or in place of
the Trustee; provided, however,
that this Section 10.13 shall not apply to the Company, any Subsidiary
Guarantor or any other Subsidiary if the Company, such Subsidiary Guarantor or
such other Subsidiary acts as Paying Agent.


ARTICLE XI


GUARANTEE


SECTION 11.01                                                             Guarantee.


(a)                                  Notwithstanding any
provision of this Article XI to the contrary, the provisions of this Article XI
relating to the Subsidiary Guarantors shall be applicable only to, and inure
solely to the benefit of, the Securities of any series designated, pursuant to
Section 2.01, as entitled to the benefits of the related Guarantee of each of
the Subsidiary Guarantors.


(b)                                 For value received,
each of the Subsidiary Guarantors hereby fully, unconditionally and absolutely
guarantees (each, a “Guarantee”) to the Holders and to the Trustee the due and
punctual payment of the principal of, and premium, if any, and interest on the
Securities and all other amounts due and payable under this Indenture and the
Securities by the Company, when and as such principal, premium, if any, and
interest shall become due and payable, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise, according to the
terms of the Securities and this Indenture, subject to the limitations set
forth in Section 11.03 and the subordination provisions contained in Article X.


(c)                                  Failing payment when
due of any amount guaranteed pursuant to the related Guarantee, for whatever
reason, each of the Subsidiary Guarantors will be jointly and



 54
 









severally obligated to pay the same immediately, subject to the
subordination provisions contained in Article X.  Each of the Guarantees hereunder is intended
to be a general, unsecured, subordinated obligation of the related Subsidiary
Guarantor and will rank pari passu in right of payment with all Debt of such
Subsidiary Guarantor that is not, by its terms, expressly subordinated in right
of payment to such Guarantee.  Each of the
Subsidiary Guarantors hereby agrees that its obligations hereunder shall be
full, unconditional and absolute, irrespective of the validity, regularity or
enforceability of the Securities, its Guarantee, the Guarantee of any other
Subsidiary Guarantor or this Indenture, the absence of any action to enforce
the same, any waiver or consent by any Holder of the Securities with respect to
any provisions hereof or thereof, the recovery of any judgment against the
Company or any Subsidiary Guarantor, or any action to enforce the same or any
other circumstances which might otherwise constitute a legal or equitable
discharge or defense of the Subsidiary Guarantors.  Each of the Subsidiary Guarantors hereby
agrees that in the event of a default in payment of the principal of, or
premium, if any, or interest on the Securities of such series, whether at the
Stated Maturity or by declaration of acceleration, call for redemption or
otherwise, legal proceedings may be instituted by the Trustee on behalf of the
Holders or, subject to Section 6.06, by the Holders, on the terms and
conditions set forth in this Indenture, directly against such Subsidiary
Guarantor to enforce such Guarantee without first proceeding against the
Company or any other Subsidiary Guarantor.


(d)                                 The obligations of
each of the Subsidiary Guarantors under this Article XI shall be as aforesaid
full, unconditional and absolute and shall not be impaired, modified, released
or limited by any occurrence or condition whatsoever, including, without
limitation, (i) any compromise, settlement, release, waiver, renewal,
extension, indulgence or modification of, or any change in, any of the
obligations and liabilities of the Company or any of the Subsidiary Guarantors
contained in the Securities or this Indenture, (ii) any impairment,
modification, release or limitation of the liability of the Company, any of the
Subsidiary Guarantors or any of their estates in bankruptcy, or any remedy for
the enforcement thereof, resulting from the operation of any present or future
provision of any applicable Bankruptcy Law, as amended, or other statute or
from the decision of any court, (iii) the assertion or exercise by the Company,
any of the Subsidiary Guarantors or the Trustee of any rights or remedies under
the Securities or this Indenture or their delay in or failure to assert or
exercise any such rights or remedies, (iv) the assignment or the purported
assignment of any property as security for the Securities, including all or any
part of the rights of the Company or any of the Subsidiary Guarantors under
this Indenture, (v) the extension of the time for payment by the Company or any
of the Subsidiary Guarantors of any payments or other sums or any part thereof
owing or payable under any of the terms and provisions of the Securities or
this Indenture or of the time for performance by the Company or any of the
Subsidiary Guarantors of any other obligations under or arising out of any such
terms and provisions or the extension or the renewal of any thereof, (vi) the
modification or amendment (whether material or otherwise) of any duty,
agreement or obligation of the Company or any of the Subsidiary Guarantors set
forth in this Indenture, (vii) the voluntary or involuntary liquidation,
dissolution, sale or other disposition of all or substantially all of the
assets, marshaling of assets and liabilities, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of, or other similar proceeding
affecting, the Company or any of the Subsidiary Guarantors or any of their
respective assets, or the disaffirmance of the Securities, the Guarantees or
this Indenture in any such proceeding, (viii) the release or discharge of the
Company or any of the Subsidiary Guarantors from the performance or observance
of any agreement, covenant, term or



 55
 









condition contained in any of such instruments by operation of law,
(ix) the unenforceability of the Securities of such series, the related
Guarantees or this Indenture or (x) any other circumstances (other than payment
in full or discharge of all amounts guaranteed pursuant to the related
Guarantees) which might otherwise constitute a legal or equitable discharge of
a surety or guarantor.


(e)                                  Each of the
Subsidiary Guarantors hereby (i) waives diligence, presentment, demand of
payment, filing of claims with a court in the event of the merger, insolvency
or bankruptcy of the Company or any of the Subsidiary Guarantors, and all
demands whatsoever, (ii) acknowledges that any agreement, instrument or
document evidencing its Guarantee may be transferred and that the benefit of
its obligations hereunder shall extend to each holder of any agreement,
instrument or document evidencing its Guarantee without notice to it and (iii)
covenants that its Guarantee will not be discharged except by complete
performance of such Guarantee.  Each of
the Subsidiary Guarantors further agrees that if at any time all or any part of
any payment theretofore applied by any Person to its Guarantee is, or must be,
rescinded or returned for any reason whatsoever, including, without limitation,
the insolvency, bankruptcy or reorganization of the Company or any of the
Subsidiary Guarantors, such Guarantee shall, to the extent that such payment is
or must be rescinded or returned, be deemed to have continued in existence
notwithstanding such application, and such Guarantee shall continue to be
effective or be reinstated, as the case may be, as though such application had
not been made.


(f)                                    Each of the
Subsidiary Guarantors shall be subrogated to all rights of the Holders and the
Trustee against the Company in respect of any amounts paid by such Subsidiary
Guarantor pursuant to the provisions of this Indenture; provided,
however, that such Subsidiary Guarantor shall not be entitled to
enforce or to receive any payments arising out of, or based upon, such right of
subrogation until all of the Securities of such series and the related
Guarantees shall have been paid in full or discharged.


SECTION 11.02                                                             Execution and Delivery of Guarantees.


To further evidence its Guarantee set forth in Section
11.01, each of the Subsidiary Guarantors hereby agrees that a notation relating
to such Guarantee, substantially in the form attached hereto as Annex A, shall
be endorsed on each Security of the series entitled to the benefits of such
Guarantee authenticated and delivered by the Trustee, which notation of
Guarantee shall be executed by either manual or facsimile signature of an
Officer of such Subsidiary Guarantor. 
Each of the Subsidiary Guarantors hereby agrees that its Guarantee set
forth in Section 11.01 shall remain in full force and effect notwithstanding
any failure to endorse on each Security a notation relating to such
Guarantee.  If any Officer of such
Subsidiary Guarantor whose signature is on this Indenture or a notation of
Guarantee no longer holds that office at the time the Trustee authenticates
such Security or at any time thereafter, the Guarantee of such Security shall
be valid nevertheless.  The delivery of
any Security of a series entitled to the benefits of a Guarantee under this
Article XI by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Guarantee set forth in this Indenture on behalf
of each Subsidiary Guarantor.



 56
 









SECTION 11.03                                                             Limitation on Liability of the Subsidiary Guarantors.


Each Subsidiary Guarantor and by its acceptance hereof
each Holder of a Security of a series entitled to the benefits of a Guarantee
under this Article XI hereby confirms that it is the intention of all such
parties that the guarantee by such Subsidiary Guarantor pursuant to its
Guarantee not constitute a fraudulent transfer or conveyance for purposes of
any federal or state law.  To effectuate
the foregoing intention, the Holders of a Security entitled to the benefits of
such Guarantee and the Subsidiary Guarantors hereby irrevocably agree that the
obligations of each Subsidiary Guarantor under its Guarantee shall be limited
to the maximum amount as will, after giving effect to all other contingent and
fixed liabilities of such Subsidiary Guarantor and to any collections from or
payments made by or on behalf of any other Subsidiary Guarantor in respect of
the obligations of such other Subsidiary Guarantor under its Guarantee, result
in the obligations of such Subsidiary Guarantor under its Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal or
state law.


SECTION 11.04                    Release of
Subsidiary Guarantors from Guarantee.


(a)                                  Notwithstanding any
other provisions of this Indenture, the Guarantee of any Subsidiary Guarantor
may be released upon the terms and subject to the conditions set forth in this
Section 11.04.  Provided that no Default
shall have occurred and shall be continuing under this Indenture, any Guarantee
incurred by a Subsidiary Guarantor pursuant to this Article XI shall be
unconditionally released and discharged (i) automatically upon (A) any sale,
exchange or transfer, whether by way of merger or otherwise, to any Person that
is not an Affiliate of the Company, of all of the Company’s direct or indirect
equity interests in such Subsidiary Guarantor (provided
such sale, exchange or transfer is not prohibited by this Indenture) or
(B) the merger of such Subsidiary Guarantor into the Company or any other
Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary
Guarantor (in each case to the extent not prohibited by this Indenture) or (ii)
following delivery of a written notice of such release or discharge by the
Company to the Trustee, upon the release or discharge of all guarantees by such
Subsidiary Guarantor of any Debt of the Company other than obligations arising
under this Indenture and any Securities issued hereunder, except a discharge or
release by or as a result of payment under such guarantees.


(b)                                 The Trustee shall deliver
an appropriate instrument evidencing any release of a Subsidiary Guarantor from
its Guarantee upon receipt of a written request of the Company accompanied by
an Officers’ Certificate and an Opinion of Counsel that the Subsidiary
Guarantor is entitled to such release in accordance with the provisions of this
Indenture.  If the Subsidiary Guarantor
is not so released it shall remain liable for the full amount of principal of
(and premium, if any, on) and interest on the Securities entitled to the benefits
of such Guarantee as provided in this Indenture, subject to the limitations of
Section 11.03.


SECTION 11.05                    Contribution.


In order to provide for just and equitable
contribution among the Subsidiary Guarantors, the Subsidiary Guarantors hereby
agree, inter se, that in the event any payment or distribution is made by any
Subsidiary Guarantor (a “Funding Guarantor”) under its Guarantee, such Funding
Guarantor shall be entitled to a contribution from each other Subsidiary
Guarantor



 57
 









(as applicable) in a pro
rata amount based on the net assets of each Subsidiary Guarantor (including the
Funding Guarantor) for all payments, damages and expenses incurred by that
Funding Guarantor in discharging the Company’s obligations with respect to the
Securities of a series entitled to the benefits of a Guarantee under this
Article XI or any other Subsidiary Guarantor’s obligations with respect to its
Guarantee of such series of Securities.


ARTICLE XII


MISCELLANEOUS


SECTION 12.01                                                              Trust Indenture Act Controls.


If any provision of this Indenture limits, qualifies
or conflicts with the duties imposed by operation of TIA § 318(c), the imposed
duties shall control.


SECTION 12.02                                                              Notices.


Any notice or communication by the Company, any
Subsidiary Guarantor or the Trustee to the other is duly given if in writing
and delivered in person or mailed by first-class mail (registered or certified,
return receipt requested), telex, facsimile or overnight air courier
guaranteeing next day delivery, to the other’s address:


	
  If to the Company or any
  Subsidiary Guarantor:

  
	
   

  
	
  Edge Petroleum
  Corporation

  
	
  1301 Travis,
  Suite 2000

  
	
  Houston, Texas
  77002

  
	
  Attn: General
  Counsel

  
	
  Telephone: (713)
  654-8960

  
	
  Facsimile: (713)
  654-8910

  
	
   

  
	
  If to the
  Trustee:

  
	
   

  
	
   

  
	
   

  
	
  Attn:

  
	
   

  
	
   

  
	
  Telephone:

  
	
  Facsimile:

  



 


The Company, any Subsidiary Guarantor or the Trustee
by notice to the other may designate additional or different addresses for
subsequent notices or communications.


All notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if



 58
 









by facsimile; and the
next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery.


Any notice or communication to a Holder shall be
mailed by first-class mail, postage prepaid, to the Holder’s address shown on
the register kept by the Registrar. 
Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders.


If a notice or communication is mailed in the manner
provided above within the time prescribed, it is duly given, whether or not the
addressee receives it, except in the case of notice to the Trustee, it is duly
given only when received.


If the Company or a Subsidiary Guarantor mails a
notice or communication to Holders, it shall mail a copy to the Trustee and
each Agent at the same time.


All notices or communications, including without
limitation notices to the Trustee, the Company or a Subsidiary Guarantor by
Holders, shall be in writing, except as otherwise set forth herein.


In case by reason of the suspension of regular mail
service, or by reason of any other cause, it shall be impossible to mail any
notice required by this Indenture, then such method of notification as shall be
made with the approval of the Trustee shall constitute a sufficient mailing of
such notice.


SECTION 12.03                                                              Communication by Holders with Other Holders.


Holders may communicate pursuant to TIA § 312(b) with
other Holders with respect to their rights under this Indenture or the
Securities.  The Company, the Subsidiary
Guarantors, the Trustee, the Registrar and anyone else shall have the
protection of TIA § 312(c).


SECTION 12.04                                                              Certificate and Opinion as to Conditions Precedent.


Upon any request or application by the Company or a
Subsidiary Guarantor to the Trustee to take any action under this Indenture,
the Company or such Subsidiary Guarantor shall, if requested by the Trustee,
furnish to the Trustee at the expense of the Company or such Subsidiary
Guarantor, as the case may be:


(1)                                  an
Officers’ Certificate (which shall include the statements set forth in
Section 12.05) stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the
proposed action have been complied with; and


(2)                                  an
Opinion of Counsel (which shall include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of such counsel, all
such conditions precedent and covenants have been complied with.



 59
 









SECTION 12.05                                                              Statements Required in Certificate or Opinion.


Each certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture (other than a
certificate provided pursuant to TIA § 314(a)(4)) shall comply with the
provisions of TIA § 314(e) and shall include:


(1)                                  a
statement that the Person making such certificate or opinion has read such
covenant or condition;


(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 such Person, he or she has made such
examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and


(4)                                  a
statement as to whether or not, in the opinion of such Person, such condition
or covenant has been complied with.


SECTION 12.06                                                              Rules by Trustee and Agents.


The Trustee may make reasonable rules for action by or
at a meeting of Holders.  The Registrar
or the Paying Agent may make reasonable rules and set reasonable requirements
for its functions.


SECTION 12.07                                                              Legal Holidays.


If a payment date is a Legal Holiday at a Place of
Payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period.


SECTION 12.08                                                              No Recourse Against Others.


A director, officer, employee, stockholder, partner or
other owner of the Company, a Subsidiary Guarantor or the Trustee, as such,
shall not have any liability for any obligations of the Company under the
Securities, for the obligations of any Subsidiary Guarantor under any
Guarantee, or for any obligations of the Company, any Subsidiary Guarantor or
the Trustee under this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. 
Each Holder by accepting a Security waives and releases all such
liability.  The waiver and release shall
be part of the consideration for the issue of Securities.


SECTION 12.09                                                              Governing Law.


THIS INDENTURE, THE SECURITIES AND THE GUARANTEES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT GIVING EFFECT TO



 60
 









APPLICABLE PRINCIPLES OF
CONFLICTS OF LAWS TO THE EXTENT THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.


SECTION 12.10                                                              No Adverse Interpretation of Other Agreements.


This Indenture may not be used to interpret another
indenture, loan or debt agreement of the Company, any Subsidiary Guarantor or
any other Subsidiary.  Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.


SECTION 12.11                                                              Successors.


All agreements of the Company and each of the
Subsidiary Guarantors in this Indenture and the Securities shall bind their
successors.  All agreements of the Trustee
in this Indenture shall bind its successors.


SECTION 12.12                                                              Severability.


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


SECTION 12.13                                                              Counterpart Originals.


The parties may sign any number of copies of this
Indenture.  Each signed copy shall be an
original, but all of them together represent the same agreement.


SECTION 12.14                                                              Table of Contents, Headings, etc.


The table of contents, cross-reference table and
headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof and shall
in no way modify or restrict any of the terms or provisions hereof.



 61
 









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



 62
 









 


	
  

  	
  EDGE PETROLEUM CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EDGE PETROLEUM OPERATING COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EDGE PETROLEUM EXPLORATION COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EDGE PETROLEUM PRODUCTION COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MILLER EXPLORATION COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MILLER OIL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 



 63
 









 


	
  

  	
   

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 



 64















ANNEX A


NOTATION OF GUARANTEE


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


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


	
   

  	
  [NAME OF SUBSIDIARY GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 



 A-1