<PAGE>
                                                                     EXHIBIT 4.8


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


                          TESORO PETROLEUM CORPORATION

                                     Issuer

                                       and

                          CERTAIN SUBSIDIARY GUARANTORS


                   9 5/8% SENIOR SUBORDINATED NOTES DUE 2008


                                    INDENTURE


                          Dated as of November 6, 2001


                      U.S. Bank Trust National Association


                                     Trustee



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



<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                             PAGE
<S>                                                                                          <C>
                                             ARTICLE I
                             DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.     Definitions...................................................................1
SECTION 1.02.     Other Definitions............................................................21
SECTION 1.03.     Incorporation by Reference of Trust Indenture Act............................22
SECTION 1.04.     Rules of Construction........................................................22

                                             ARTICLE II
                                             THE NOTES

SECTION 2.01.     Form and Dating..............................................................23
SECTION 2.02.     Execution and Authentication.................................................24
SECTION 2.03.     Registrar and Paying Agent...................................................25
SECTION 2.04.     Paying Agent to Hold Money in Trust..........................................25
SECTION 2.05.     Holder Lists.................................................................26
SECTION 2.06.     Transfer and Exchange........................................................26
SECTION 2.07.     Replacement Notes............................................................40
SECTION 2.08.     Outstanding Notes............................................................40
SECTION 2.09.     Treasury Notes...............................................................40
SECTION 2.10.     Temporary Notes..............................................................41
SECTION 2.11.     Cancellation.................................................................41
SECTION 2.12.     Defaulted Interest...........................................................41
SECTION 2.13.     CUSIP Numbers................................................................42

                                            ARTICLE III
                                     REDEMPTION AND PREPAYMENT

SECTION 3.01.     Notices to Trustee...........................................................42
SECTION 3.02.     Selection of Notes to be Redeemed............................................42
SECTION 3.03.     Notice of Redemption.........................................................43
SECTION 3.04.     Effect of Notice of Redemption...............................................44
SECTION 3.05.     Deposit of Redemption Price..................................................44
SECTION 3.06.     Notes Redeemed in Part.......................................................44
SECTION 3.07.     Optional Redemption..........................................................44
SECTION 3.08.     Mandatory Redemption.........................................................45
SECTION 3.09.     Offer to Purchase by Application of Excess Proceeds..........................45
</Table>



                                        i
<PAGE>

<Table>
<S>                                                                                          <C>
                                             ARTICLE IV
                                             COVENANTS

SECTION 4.01.     Payment of Notes.............................................................47
SECTION 4.02.     Maintenance of Office or Agency..............................................47
SECTION 4.03.     Reports......................................................................48
SECTION 4.04.     Compliance Certificate.......................................................48
SECTION 4.05.     Taxes........................................................................49
SECTION 4.06.     Waiver of Stay, Extension and Usury Laws.....................................49
SECTION 4.07.     Restricted Payments..........................................................49
SECTION 4.08.     Dividend and Other Payment Restrictions Affecting Subsidiaries...............53
SECTION 4.09.     Incurrence of Indebtedness and Issuance of Preferred Stock...................54
SECTION 4.10.     Asset Sales..................................................................55
SECTION 4.11.     Transactions with Affiliates.................................................56
SECTION 4.12.     Liens........................................................................57
SECTION 4.13.     Business Activities..........................................................57
SECTION 4.14.     Corporate Existence..........................................................57
SECTION 4.15.     Offer to Repurchase upon Change of Control...................................58
SECTION 4.16.     No Senior Subordinated Debt..................................................59
SECTION 4.17.     Additional Subsidiary Guarantees.............................................59
SECTION 4.18.     Payments for Consent.........................................................60
SECTION 4.19.     Termination of Covenants.....................................................60

                                             ARTICLE V
                                             SUCCESSORS

SECTION 5.01.     Merger, Consolidation, or Sale of Assets.....................................60
SECTION 5.02.     Successor Corporation Substituted............................................61

                                             ARTICLE VI
                                       DEFAULTS AND REMEDIES

SECTION 6.01.     Events of Default............................................................61
SECTION 6.02.     Acceleration.................................................................63
SECTION 6.03.     Other Remedies...............................................................63
SECTION 6.04.     Waiver of Past Defaults......................................................64
SECTION 6.05.     Control by Majority..........................................................64
SECTION 6.06.     Limitation on Suits..........................................................64
SECTION 6.07.     Rights of Holders of Notes to Receive Payment................................65
SECTION 6.08.     Collection Suit by Trustee...................................................65
SECTION 6.09.     Trustee May File Proofs of Claim.............................................65
SECTION 6.10.     Priorities...................................................................65
SECTION 6.11.     Undertaking for Costs........................................................66
</Table>



                                       ii
<PAGE>

<Table>
<S>                                                                                          <C>
                                            ARTICLE VII
                                              TRUSTEE

SECTION 7.01.     Duties of Trustee............................................................66
SECTION 7.02.     Rights of Trustee............................................................67
SECTION 7.03.     Individual Rights of Trustee.................................................68
SECTION 7.04.     Trustee's Disclaimer.........................................................68
SECTION 7.05.     Notice of Defaults...........................................................68
SECTION 7.06.     Reports by Trustee to Holders of the Notes...................................68
SECTION 7.07.     Compensation and Indemnity...................................................69
SECTION 7.08.     Replacement of Trustee.......................................................70
SECTION 7.09.     Successor Trustee by Merger, Etc.............................................71
SECTION 7.10.     Eligibility; Disqualification................................................71
SECTION 7.11.     Preferential Collection of Claims Against Company............................71

                                            ARTICLE VIII
                               SATISFACTION AND DISCHARGE; DEFEASANCE

SECTION 8.01.     Satisfaction and Discharge of Indenture......................................71
SECTION 8.02.     Application of Trust Money...................................................72
SECTION 8.03.     Option to Effect Legal Defeasance or Covenant Defeasance.....................73
SECTION 8.04.     Legal Defeasance and Discharge...............................................73
SECTION 8.05.     Covenant Defeasance..........................................................73
SECTION 8.06.     Conditions to Legal or Covenant Defeasance...................................74
SECTION 8.07.     Deposited Money and Government Securities to be Held in Trust; Other
                  Miscellaneous Provisions.....................................................76
SECTION 8.08.     Repayment to Company.........................................................77
SECTION 8.09.     Reinstatement................................................................76

                                             ARTICLE IX
                                  AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.     Without Consent of Holders of Notes..........................................76
SECTION 9.02.     With Consent of Holders of Notes.............................................77
SECTION 9.03.     Compliance with Trust Indenture Act..........................................79
SECTION 9.04.     Revocation and Effect of Consents............................................79
SECTION 9.05.     Notation on or Exchange of Notes.............................................79
SECTION 9.06.     Trustee to Sign Amendments, Etc..............................................79
</Table>



                                       iii
<PAGE>

<Table>
<S>                                                                                          <C>
                                             ARTICLE X
                                           SUBORDINATION

SECTION 10.01.    Agreement to Subordinate.....................................................80
SECTION 10.02.    Liquidation; Dissolution; Bankruptcy.........................................80
SECTION 10.03.    Default on Designated Senior Debt............................................80
SECTION 10.04.    Acceleration of Notes........................................................81
SECTION 10.05.    Notice by Company............................................................81
SECTION 10.06.    Subrogation..................................................................81
SECTION 10.07.    Relative Rights..............................................................82
SECTION 10.08.    Subordination May Not Be Impaired by Company.................................82
SECTION 10.09.    Distribution or Notice to Representative.....................................82
SECTION 10.10.    Rights of Trustee and Paying Agent...........................................82
SECTION 10.11.    Authorization to Effect Subordination........................................83
SECTION 10.12.    Amendments...................................................................83
SECTION 10.13.    Continued Effectiveness......................................................83
SECTION 10.14.    Cumulative Rights; No Waivers................................................83
SECTION 10.15.    Trustee......................................................................84

                                             ARTICLE XI
                                             GUARANTEES

SECTION 11.01.    Subsidiary Guarantees........................................................84
SECTION 11.02.    Execution and Delivery of Additional Subsidiary Guarantee or
                  Supplemental Indenture; Notation of Subsidiary Guarantee.....................85
SECTION 11.03.    Guarantors May Consolidate, Etc., on Certain Terms...........................86
SECTION 11.04.    Releases Following Release Under All Indebtedness or Sale of Assets..........87
SECTION 11.05.    Limitation on Guarantor Liability; Contribution..............................88
SECTION 11.06.    Trustee to Include Paying Agent..............................................88
SECTION 11.07.    Subordination of Subsidiary Guarantee........................................88

                                            ARTICLE XII
                                           MISCELLANEOUS

SECTION 12.01.    Trust Indenture Act Controls.................................................89
SECTION 12.02.    Notices......................................................................89
SECTION 12.03.    Communication by Holders of Notes with Other Holders of Notes................90
SECTION 12.04.    Certificate and Opinion as to Conditions Precedent...........................90
SECTION 12.05.    Statements Required in Certificate or Opinion................................90
SECTION 12.06.    Rules by Trustee and Agents..................................................91
</Table>



                                       iv
<PAGE>

<Table>
<S>                                                                                          <C>
SECTION 12.07.    No Personal Liability of Directors, Officers, Employees and Stockholders.....91
SECTION 12.08.    Governing Law................................................................91
SECTION 12.09.    No Adverse Interpretation of Other Agreements................................91
SECTION 12.10.    Successors...................................................................91
SECTION 12.11.    Severability.................................................................91
SECTION 12.12.    Counterpart Originals........................................................92
SECTION 12.13.    Table of Contents, Headings, Etc.............................................92


EXHIBIT A-1       (Face of Note).............................................................A1-1
EXHIBIT A-2       (Face of Regulation S Temporary Global Note)...............................A2-1
EXHIBIT B         Form of Certificate of Transfer.............................................B-1
EXHIBIT C         Form of Certificate of Exchange.............................................C-1
EXHIBIT D         Form of Certificate from Acquiring Institutional Accredited Investor........D-1
EXHIBIT E         Form of Supplemental Indenture..............................................E-1
EXHIBIT F         Registration Rights Agreement...............................................F-1
</Table>



                                        v
<PAGE>

                              CROSS-REFERENCE TABLE

<Table>
<Caption>
Trust Indenture
Act Section                                                               Indenture Section
<S>                                                                       <C>
310 (a)(1) .............................................................         7.10
    (a)(2) .............................................................         7.10
    (a)(3) .............................................................         N.A.
    (a)(4) .............................................................         N.A.
    (a)(5) .............................................................         7.10
    (b) ................................................................         7.10
    (c) ................................................................         N.A.
311 (a) ................................................................         7.11
    (b) ................................................................         7.11
    (c) ................................................................         N.A.
312 (a) ................................................................         2.05
    (b) ................................................................         12.03
    (c) ................................................................         12.03
313 (a) ................................................................         7.06
    (b)(2) .............................................................         7.06, 7.07
    (c) ................................................................         7.06, 12.02
    (d) ................................................................         7.06
314 (a) ................................................................         4.03
    (a)(4) .............................................................         12.04
    (c)(1) .............................................................         N.A.
    (c)(2) .............................................................         N.A.
    (c)(3) .............................................................         N.A.
    (e) ................................................................         12.05
    (f) ................................................................         N.A.
315 (a) ................................................................         7.01
    (b) ................................................................         7.05
    (c) ................................................................         7.01
    (d) ................................................................         7.01
    (e) ................................................................         6.11
316 (a)(last sentence) .................................................         2.09
    (a)(1)(A) ..........................................................         6.05
    (a)(1)(B) ..........................................................         6.04
    (a)(2) .............................................................         N.A.
    (b) ................................................................         6.07
    (c) ................................................................         2.12
317 (a)(1) .............................................................         6.09
    (a)(2) .............................................................         6.09
    (b) ................................................................         2.04
318 (a) ................................................................         12.01
    (b) ................................................................         12.01
    (c) ................................................................         12.01
</Table>


N.A. means not applicable.

----------

         This Cross-Reference Table shall not, for any purpose, be deemed to be
part of this Indenture.



                                       vi
<PAGE>

         INDENTURE dated as of November 6, 2001 among Tesoro Petroleum
Corporation, a Delaware corporation (the "Company"), the subsidiaries of the
Company listed on the signature pages hereof (the "Guarantors") and U.S. Bank
Trust National Association, as trustee (the "Trustee").

         The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
(i) the 9 5/8% Senior Subordinated Notes due 2008 (the "Initial Notes") and (ii)
if and when issued, each series of the 9 5/8% Senior Subordinated Notes due 2008
issued in exchange for any Initial Notes in an Exchange Offer or upon transfer
pursuant to a Shelf Registration Statement (the "Exchange Notes" and, together
with the Initial Notes, the "Notes"):

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

         "Acquired Debt" means, with respect to any specified Person, (1)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Restricted Subsidiary of such specified Person,
including, without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Restricted Subsidiary of such specified Person and (2) Indebtedness secured by a
Lien encumbering any asset acquired by such specified Person, but excluding, in
any event, Indebtedness that is extinguished, retired or repaid in connection
with such Person merging with or becoming a Restricted Subsidiary of such
specified Person.

         "Adjusted Net Assets" of a Guarantor at any date means the lesser of
the amount by which (i) the fair value of the property of such Guarantor exceeds
the total amount of liabilities, including contingent liabilities (after giving
effect to all other fixed and contingent liabilities incurred or assumed on such
date), but excluding liabilities under its Subsidiary Guarantee, of such
Guarantor at such date and (ii) the present fair salable value of the assets of
such Guarantor at such date exceeds the amount that will be required to pay the
probable liability of such Guarantor on its debts (after giving effect to all
other fixed and contingent liabilities incurred or assumed on such date and
after giving effect to any collection from any Subsidiary of such Guarantor in
respect of the obligations of such Subsidiary under such Subsidiary Guarantee),
excluding debt in respect of such Subsidiary Guarantee, as they become absolute
and matured.

         "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"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that, for
purposes of Section 4.11 hereof and the



<PAGE>

use of the term "Affiliates" thereunder, beneficial ownership of 10% or more of
the voting securities of a specified Person shall be deemed to be control by the
owner thereof.

         "Agent" means any Registrar, Paying Agent or Authenticating Agent.

         "Applicable Procedures" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary, Euroclear and Clearstream that apply to such transfer or
exchange.

         "Asset Sale" means (i) the sale, lease, conveyance or other disposition
of any assets or rights (including, without limitation, by way of a sale and
leaseback) other than in the ordinary course of business (provided that the
sale, lease, conveyance or other disposition of all or substantially all of the
assets of the Company and its Restricted Subsidiaries taken as a whole will be
governed by Sections 4.15 and 5.01 hereof and not by the provisions in Section
4.10 hereof); and (ii) the issue or sale by the Company or any of its Restricted
Subsidiaries of Equity Interests of any of the Company's Restricted
Subsidiaries, in the case of either clause (i) or (ii), whether in a single
transaction or a series of related transactions, (a) that have a Fair Market
Value in excess of $5,000,000 or (b) for Net Proceeds in excess of $5,000,000;
provided that the following will not be deemed to be Asset Sales: (i) any
transfer, conveyance, sale, lease or other disposition of assets or rights
securing the Senior Credit Facility or other Senior Debt in connection with the
enforcement of the Liens therein; (ii) any sale or exchange of production of
crude oil, natural gas and natural gas liquids, or refined products or residual
hydrocarbons, or any other asset or right constituting inventory, made in the
ordinary course of the Permitted Business; (iii) any disposition of assets in
trade or exchange for assets of comparable Fair Market Value used or usable in
any Permitted Business (including, without limitation, the trade or exchange for
a controlling interest in another business or all or substantially all of the
assets of a business, in each case engaged in a Permitted Business or for other
non-current assets to be used in a Permitted Business, including, without
limitation, assets or Investments of the nature or type described in clause (m)
of the definition of "Permitted Investments"), provided that (x) except for
trades or exchanges of oil and gas properties and interests therein for other
oil and gas properties and interests therein, if the Fair Market Value of the
assets so disposed of, in a single transaction or in a series of related
transactions, is in excess of $35,000,000, the Company shall obtain an opinion
or report from an Independent Financial Advisor confirming that the assets
received by the Company and the Restricted Subsidiaries in such trade or
exchange have a fair market value of at least the fair market value of the
assets so disposed and (y) any cash or Cash Equivalents received by the Company
or a Restricted Subsidiary in connection with such trade or exchange (net of any
transaction costs of the type deducted under the definition of "Net Proceeds")
shall be treated as Net Proceeds of an Asset Sale and shall be applied in the
manner set forth in Section 4.10 hereof; (iv) a transfer of assets by the
Company to a Restricted Subsidiary of the Company or by a Restricted Subsidiary
of the Company to the Company or to a Restricted Subsidiary of the Company; (v)
an issuance or sale of Equity Interests by a Restricted Subsidiary of the
Company to the Company or to another Restricted Subsidiary of the Company; (vi)
(A) a Permitted Investment or (B) a Restricted Payment that is permitted by
Section 4.07 hereof; (vii) the trade, sale or exchange of Cash Equivalents;
(viii) the sale, exchange or other disposition of obsolete assets not integral
to any Permitted Business; (ix) the abandonment or relinquishment of assets or
property in the ordinary course of business, including without limitation the
abandonment, relinquishment or farm-out of oil and gas leases, concessions or



                                       2
<PAGE>

drilling or exploration rights or interests therein; (x) any lease of assets
entered into in the ordinary course of business and with respect to which the
Company or any Restricted Subsidiary of the Company is the lessor and the lessee
has no option to purchase such assets for less than Fair Market Value at any
time the right to acquire such asset occurs; (xi) the disposition of assets
received in settlement of debts accrued in the ordinary course of business;
(xii) the creation or perfection of a Lien on any properties or assets (or any
income or profit therefrom) of the Company or any of its Restricted Subsidiaries
that is not prohibited by any provision hereof; (xiii) the surrender or waiver
in the ordinary course of business of contract rights or the settlement, release
or surrender of contractual, non-contractual or other claims of any kind; and
(xiv) the grant in the ordinary course of business of any non-exclusive license
of patents, trademarks, registrations therefor and other similar intellectual
property.

         "Bankruptcy Code" means Title 11, U.S. Code, as amended, or any similar
federal or state law for the relief of debtors.

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

         "Business Day" means any day other than a Legal Holiday.

         "Capital Lease Obligation" means, at the time any determination thereof
is to be made, the amount of the liability in respect of a capital lease that
would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.

         "Capital Stock" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited) and (iv) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

         "Cash Equivalents" means (i) United States dollars, (ii) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof having maturities of not
more than one year from the date of acquisition, (iii) certificates of deposit
and Eurodollar time deposits with maturities of not more than one year from the
date of acquisition, bankers' acceptances with maturities of not more than one
year from the date of acquisition and overnight bank deposits, in each case with
any domestic commercial bank having capital and surplus in excess of
$500,000,000 and a Thompson Bank Watch Rating of "B" or better, (iv) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (ii) and (iii) above entered into with any
financial institution meeting the qualifications specified in clause (iii)
above, (v) commercial paper having the highest rating obtainable from Moody's
Investors Service, Inc. or Standard & Poor's Rating Group with maturities of not
more than one year from the date of acquisition.

         "Change of Control" means the occurrence of one or more of the
following events: (i) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of
the assets of the Company to any Person or group of related Persons



                                       3
<PAGE>

for purposes of Section 13(d) of the Exchange Act (a "Group") together with any
Affiliates thereof (whether or not otherwise in compliance with the provisions
hereof) unless immediately following such sale, lease, exchange or other
transfer in compliance with this Indenture such assets are owned, directly or
indirectly, by the Company or a Subsidiary of the Company; (ii) the approval by
the holders of Capital Stock of the Company of any plan or proposal for the
liquidation or dissolution of the Company; (iii) the acquisition in one or more
transactions, of beneficial ownership (within the meaning of Rule 13d-3 under
the Exchange Act) of Voting Securities of the Company by any Person or Group
that either (A) beneficially owns (within the meaning of Rule 13d-3 under the
Exchange Act), directly or indirectly, at least 50% of the Company's then
outstanding voting securities entitled to vote on a regular basis for the board
of directors of the Company, or (B) otherwise has the ability to elect, directly
or indirectly, a majority of the members of the Company's board of directors,
including, without limitation, by the acquisition of revocable proxies for the
election of directors; or (iv) during any period of two consecutive years,
individuals who at the beginning of such period constituted the board of
directors of the Company (together with any new directors whose election by such
board of directors or whose nomination for election by the shareholders (or
members, as applicable) of the Company was approved by a vote of 66 2/3% of the
directors of the Company then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
board of directors then in office. Notwithstanding the foregoing, a Change of
Control shall not be deemed to occur upon the consummation of any actions
undertaken by the Company or any of its Restricted Subsidiaries solely for the
purpose of changing the legal structure of the Company or such Restricted
Subsidiary.

         "Clearstream" means Clearstream Banking, societe anonyme.

         "Commodity Hedging Agreements" means agreements or arrangements
designed to protect such Person against fluctuations in the price of (i) crude
oil, natural gas, or other hydrocarbons, including refined hydrocarbon products;
(ii) electricity and other sources of energy or power used in the Company's
refining or processing operations; or (iii) any other commodity; in each case in
connection with the conduct of its business and not for speculative purposes.

         "Commodity Hedging Obligations" means, with respect to any Person, the
net payment Obligations of such Person under Commodity Hedge Agreements.

         "Consolidated Cash Flow" means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period plus (i) an
amount equal to any extraordinary, unusual or non-recurring expenses or losses
(including, whether or not otherwise includable as a separate item in the
statement of Consolidated Net Income for such period, losses on sales of assets
outside of the ordinary course of business) plus any net loss realized in
connection with an Asset Sale (to the extent such losses were deducted in
computing such Consolidated Net Income), plus (ii) provision for taxes based on
income or profits of such Person and its Restricted Subsidiaries for such
period, to the extent that such provision for taxes was included in computing
such Consolidated Net Income, plus (iii) consolidated interest expense of such
Person and its Restricted Subsidiaries for such period, whether paid or accrued
and whether or not capitalized (including, without limitation, amortization of
debt issuance costs and original



                                       4
<PAGE>

issue discount, non-cash interest payments, the interest component of any
deferred payment obligations, the interest component of all payments associated
with Capital Lease Obligations, commissions, discounts and other fees and
charges incurred in respect of letter of credit or bankers' acceptance
financings, and net payments (if any) pursuant to Hedging Obligations), to the
extent that any such expense was deducted in computing such Consolidated Net
Income, plus (iv) depreciation and amortization (including amortization of
goodwill and other intangibles but excluding amortization of prepaid cash
expenses that were paid in a prior period) of such Person and its Restricted
Subsidiaries for such period to the extent that such depreciation and
amortization were deducted in computing such Consolidated Net Income, minus (v)
non-cash items increasing such Consolidated Net Income for such period, in each
case, on a consolidated basis and determined in accordance with GAAP.
Notwithstanding the foregoing, the provision for taxes on the income or profits
of, and the depreciation and amortization and other non-cash charges of, a
Restricted Subsidiary of the referent Person shall be added to Consolidated Net
Income to compute Consolidated Cash Flow only to the extent (and in same
proportion) that the Net Income of such Restricted Subsidiary was included in
calculating the Consolidated Net Income of such Person and only if a
corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Restricted Subsidiary without prior
governmental approval (that has not been obtained), and without direct or
indirect restriction pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Restricted Subsidiary or its stockholders.

         "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries (for such period, on a consolidated basis, determined in accordance
with GAAP); provided that (i) the Net Income (but not loss) of any Person that
is not a Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the referent Person or a Restricted Subsidiary;
(ii) the Net Income of any Restricted Subsidiary shall be excluded to the extent
that the declaration or payment of dividends or similar distributions by that
Restricted Subsidiary of that Net Income is not at the date of determination
permitted without any prior governmental approval (that has not been obtained)
or, directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary or its stockholders; (iii)
the Net Income of any Person acquired in a pooling of interests transaction for
any period prior to the date of such acquisition shall be excluded; (iv) the
cumulative effect of a change in accounting principles shall be excluded; and
(v) any ceiling limitation writedowns under Securities and Exchange Commission
guidelines shall be treated as capitalized costs, as if such writedown had not
occurred.

         "Consolidated Net Worth" means, with respect to any Person as of any
date, the sum of: (i) the consolidated equity of the common stockholders of such
Person and its consolidated Restricted Subsidiaries as of such date, plus (ii)
the respective amounts reported on such Person's balance sheet as of such date
with respect to any series of preferred stock (other than Disqualified Stock)
that by its terms is not entitled to the payment of dividends unless such
dividends may be declared and paid only out of net earnings in respect of the
year of such declaration and payment, but only to the extent of any cash
received by such Person upon issuance of such preferred stock, all of the
foregoing determined in accordance with GAAP.



                                       5
<PAGE>

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

         "Credit Facility" means, with respect to the Company or any Restricted
Subsidiary of the Company, one or more debt facilities (including, without
limitation, the Senior Credit Facility) or commercial paper facilities with
banks or other institutional lenders providing for revolving credit loans, other
borrowings (including term loans), receivables financing (including through the
sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables) or letters of credit, in each
case, as amended, restated, modified, renewed, extended, refunded, replaced or
refinanced (in each case, without limitation as to amount) in whole or in part
from time to time.

         "Custodian" means any receiver, trustee, assignee, liquidator,
sequester or similar official under the Bankruptcy Code.

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

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof, in the
form of Exhibit A-1 hereto except that such Note shall not bear the Global Note
Legend and shall not have the "Schedule of Exchanges of Interests in the Global
Note" attached thereto.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

         "Designated Senior Debt" means (i) any Indebtedness outstanding under
the Senior Credit Facility and (ii) any other Senior Debt permitted hereunder
the principal amount of which is $25,000,000 or more and that has been
designated by the Company as "Designated Senior Debt."

         "Disqualified Stock" means, with respect to any Person, any Capital
Stock to the extent that by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable) or upon the happening
of any event, it matures or is mandatorily redeemable pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of the Holder thereof,
in whole or in part, on or prior to the date that is 91 days after the date on
which the Notes mature, except such Capital Stock that is solely redeemable
with, or solely exchangeable for, any Capital Stock of such Person that is not
Disqualified Stock. Notwithstanding the preceding sentence, any Capital Stock
that would constitute Disqualified Stock solely because the Holders thereof have
the right to require the Company or any of its Restricted Subsidiaries to
repurchase Capital Stock upon the occurrence of a change of control or an asset
sale shall not constitute Disqualified Stock if the terms of such Capital Stock
provide that the Company or such Restricted Subsidiary may not repurchase or
redeem any such Capital Stock pursuant to such provisions unless such repurchase
or redemption complies with Section 4.07 hereof.



                                       6
<PAGE>

         "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

         "Equity Offering" means any public or private sale of Capital Stock of
the Company (other than sales made to any Restricted Subsidiary of the Company
and sales of Disqualified Stock) made for cash after the Issue Date.

         "Euroclear" means Euroclear Bank S.A./N.V.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Exchange Notes" has the meaning set forth in the preamble of this
Indenture.

         "Exchange Offer" has the meaning set forth in a corresponding
Registration Rights Agreement.

         "Exchange Offer Registration Statement" has the meaning set forth in a
corresponding Registration Rights Agreement.

         "Existing Indebtedness" means the aggregate Indebtedness of the Company
and its Restricted Subsidiaries (other than Indebtedness under the Senior Credit
Facility and the Notes) in existence on the Issue Date.

         "Fair Market Value" means, with respect to consideration received or to
be received, or given or to be given, pursuant to any transaction by the Company
or any Restricted Subsidiary, the fair market value of such consideration as
determined in good faith by the Board of Directors of the Company.

         "Financial Hedging Obligations" means, with respect to any Person, the
net payment Obligations of such Person under (i) interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates or currency exchange rates in connection with the conduct of
its business and not for speculative purposes.

         "Fixed Charges" means, with respect to any Person for any period, the
sum, without duplication, of: (i) the consolidated interest expense of such
Person and its Restricted Subsidiaries for such period, whether paid or accrued
(including, without limitation or duplication, amortization of debt issuance
costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all
payments associated with Capital Lease Obligations, commissions, discounts and
other fees and charges incurred in respect of letter of credit or bankers'
acceptance financings, and net payments (if any) pursuant to Hedging
Obligations); (ii) the consolidated interest of such Person and its Restricted
Subsidiaries that was capitalized during such period; (iii) any interest expense
on Indebtedness of another Person that is guaranteed by such Person or one of
its Restricted Subsidiaries or secured by a Lien on assets of such Person or one
of its Restricted Subsidiaries (whether or not such guarantee or Lien is called
upon); and (iv) the product of: (a) all dividend payments, whether or not in
cash, on any series of preferred stock of such Person or any of its



                                       7
<PAGE>

Restricted Subsidiaries, other than dividend payments on Equity Interests
payable solely in Equity Interests of the Company (other than Disqualified
Stock), times (b) a fraction, the numerator of which is one and the denominator
of which is one minus the then current combined federal, state and local
statutory tax rate of such Person, expressed as a decimal, in each case, on a
consolidated basis and in accordance with GAAP.

         "Fixed Charge Coverage Ratio" means, with respect to any Person for any
period, the ratio of the Consolidated Cash Flow of such Person for such period
to the Fixed Charges of such Person for such period. In the event that the
Company or any of its Restricted Subsidiaries incurs, assumes, guarantees or
redeems any Indebtedness (other than revolving credit borrowings under any
Credit Facility) or issues or redeems preferred stock subsequent to the
commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated but on or prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"),
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect
to such incurrence, assumption, guarantee or redemption of Indebtedness, or such
issuance or redemption of preferred stock, as if the same had occurred at the
beginning of the applicable four-quarter reference period. In addition, for
purposes of making the computation referred to above: (i) acquisitions that have
been made by the Company or any of its Restricted Subsidiaries, including
through mergers or consolidations and including any related financing
transactions, during the four-quarter reference period or subsequent to such
reference period and on or prior to the Calculation Date shall be deemed to have
occurred on the first day of the four-quarter reference period and Consolidated
Cash Flow for such reference period shall be calculated without giving effect to
clause (iii) of the proviso set forth in the definition of Consolidated Net
Income; (ii) the Consolidated Cash Flow attributable to discontinued operations,
as determined in accordance with GAAP, and operations or businesses disposed of
prior to the Calculation Date, shall be excluded; and (iii) the Fixed Charges
attributable to discontinued operations, as determined in accordance with GAAP,
and operations or businesses disposed of prior to the Calculation Date, shall be
excluded, but only to the extent that the obligations giving rise to such Fixed
Charges will not be obligations of the referent Person or any of its Restricted
Subsidiaries following the Calculation Date.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants, the statements and pronouncements of
the Financial Accounting Standards Board and such other statements by such other
entities as have been approved by a significant segment of the accounting
profession, which are applicable at the date of determination.

         "Global Note Legend" means the legend set forth in Section 2.06(g)(ii)
hereof, which is required to be placed on all Global Notes issued under this
Indenture.

         "Global Notes" means, individually and collectively, each of the Notes
(which may be either Restricted Global Notes or Unrestricted Global Notes)
issued or issuable in the global form of Exhibit A-1 (or in the case of
Regulation S Temporary Global Notes, Exhibit A-2) hereto issued in accordance
with Section 2.01, 2.06(b)(iv), 2.06(d)(iv) or 2.06(f) hereof.



                                       8
<PAGE>

         "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantees
or obligations the full faith and credit of the United States is pledged.

         "Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof or pledging assets to secure), of
all or any part of any Indebtedness.

         "Guarantors" means (i) each of Digicomp Inc., Far East Maritime
Company, Gold Star Maritime Company, Kenai Pipe Line Company, Smiley's Super
Service, Inc., Tesoro Alaska Company, Tesoro Alaska Pipeline Company, Tesoro
Aviation Company, Tesoro Financial Services Holding Company, Tesoro Gas
Resources Company, Inc., Tesoro Hawaii Corporation, Tesoro Marine Services
Holding Company, Tesoro Marine Services, Inc., Tesoro Maritime Company, Tesoro
Northstore Company, Tesoro Petroleum Companies, Inc., Tesoro South Pacific
Petroleum Company, Tesoro Refining, Marketing & Supply Company, Tesoro
Technology Company, Tesoro Vostok Company, Tesoro West Coast Company, Tesoro
High Plains Pipeline Company and Victory Finance Company; (ii) each of the
Company's Restricted Subsidiaries that becomes a guarantor of the Notes pursuant
to Section 4.17 hereof; and (iii) each of the Company's Restricted Subsidiaries
executing a supplemental indenture in which such Restricted Subsidiary agrees to
be bound by the terms of this Indenture; provided that any Person constituting a
Guarantor as described above shall cease to constitute a Guarantor when its
respective Subsidiary Guarantee is released in accordance with the terms
thereof.

         "Hedging Obligations" means, with respect to any Person, collectively,
the Commodity Hedging Obligations of such Person and the Financial Hedging
Obligations of such Person.

         "Holder" means a Person in whose name a Note is registered.

         "Indebtedness" means, with respect to any Person, without duplication,
(i) the principal of and premium, if any, with respect to indebtedness of such
Person for borrowed money or evidenced by bonds, notes, debentures or similar
instruments; (ii) reimbursement obligations of such Person for letters of credit
or banker's acceptances; (iii) Capital Lease Obligations of such Person; (iv)
obligations of such Person for the payment of the balance deferred and unpaid of
the purchase price of any property except any such balance that constitutes an
accrued expense or trade payable; or (v) Hedging Obligations, in each case of
the foregoing clauses (i) through (v) if and to the extent any of the foregoing
obligations or indebtedness (other than letters of credit, banker's acceptances
and Hedging Obligations), but excluding amounts recorded in accordance with
Statement of Financial Accounting Standard No. 133, would appear as a liability
upon a balance sheet of such Person prepared in accordance with GAAP. In
addition, the term "Indebtedness" includes: (A) obligations or indebtedness of
others of the type referred to in the foregoing clauses (i) through (v) that are
secured by a Lien on any asset of such Person (whether or not such Indebtedness
is assumed by such Person), but in an amount not to exceed the lesser of the
amount of such other Person's obligation or indebtedness or the Fair Market
Value of such asset; and (B) to the extent not otherwise included, the guarantee
by such Person of any obligations or indebtedness of others of the type referred
to in the foregoing clauses (i) through



                                       9
<PAGE>

(v), whether or not such guarantee is contingent, and whether or not such
guarantee appears on the balance sheet of such Person.

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

         "Independent Financial Advisor" means a nationally recognized
accounting, appraisal or investment banking firm that is, in the reasonable
judgment of the Board of Directors, qualified to perform the task for which such
firm has been engaged hereunder and disinterested and independent with respect
to the Company and its Affiliates; provided, that providing accounting,
appraisal or investment banking services to the Company or any of its Affiliates
or having an employee, officer or other representative serving as a member of
the Board of Directors of the Company or any of its Affiliates will not
disqualify any firm from being an Independent Financial Advisor.

         "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

         "Initial Notes" has the meaning set forth in the preamble of this
Indenture.

         "Initial Purchaser" has the meaning set forth in the respective
Purchase Agreement.

         "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

         "Investment Grade Rating" means a rating equal to or higher than Baa3
(or the equivalent) by Moody's or BBB- (or the equivalent) by S&P.

         "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other Obligations),
advances (other than advances to customers in the ordinary course of business
which are recorded as accounts receivable on the balance sheet of the lender and
commissions, moving, travel and similar advances to employees and officers made
in the ordinary course of business) or capital contributions, purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any of its Restricted Subsidiaries sells or otherwise disposes of any Equity
Interests of any direct or indirect Restricted Subsidiary of the Company such
that, after giving effect to any such sale or disposition, such Person is no
longer a direct or indirect Restricted Subsidiary of the Company, the Company,
or such Restricted Subsidiary, as the case may be, shall be deemed to have made
an Investment on the date of any such sale or disposition equal to the Fair
Market Value of the Equity Interests of such Restricted Subsidiary not sold or
disposed of in an amount determined as provided in the fourth paragraph of
Section 4.07 hereof.

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

         "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive



                                       10
<PAGE>

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

         "Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of Initial Notes for use by such Holders
in connection with an Exchange Offer.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in any asset and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction).

         "Liquidated Damages" means all liquidated damages then owing pursuant
to Section 5 of the Registration Rights Agreement.

         "Moody's" means Moody's Investors Service, Inc., or any successor to
the rating agency business thereof.

         "Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (i) any gain (but not
loss), together with any related provision for taxes on such gain (but not
loss), realized in connection with (a) any Asset Sale (including, without
limitation, dispositions pursuant to sale and leaseback transactions); or (b)
the disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries; and (ii) any extraordinary or nonrecurring gain
(but not loss), together with any related provision for taxes on such
extraordinary or nonrecurring gain (but not loss).

         "Net Proceeds" means the aggregate cash proceeds or Cash Equivalents
received by the Company or any of its Restricted Subsidiaries in respect of any
Asset Sale (including, without limitation, any cash received upon the sale or
other disposition of any non-cash consideration received in any Asset Sale), net
of (i) the direct costs relating to such Asset Sale (including, without
limitation, legal, accounting, investment banking and brokers fees, sales and
underwriting commissions and other reasonable costs incurred in preparing such
asset for sale) and any relocation expenses incurred as a result thereof, and
any related severance and associated costs, expenses and charges of personnel
related to the sold assets and related operations, (ii) taxes paid or reserved
as payable as a result thereof (after taking into account any available tax
credits or deductions and any tax sharing arrangements), (iii) amounts required
to be applied to the repayment of Indebtedness (other than Indebtedness under
any Credit Facility the repayment of which is expressly subordinate to the
Notes) secured by a Lien on the asset or assets that were the subject of such
Asset Sale, (iv) distributions and payments required to be made to minority
interest holders in Restricted Subsidiaries as a result of such Asset Sale and
(v) any reserve for adjustment (whether or not placed in escrow) in respect of
the sale price of such asset or assets established in accordance with GAAP.



                                       11
<PAGE>

         "Non-Recourse Indebtedness" means Indebtedness (i) as to which neither
the Company nor any of its Restricted Subsidiaries, (a) provides any guarantee
or credit support of any kind (including any undertaking, guarantee, indemnity,
agreement or instrument that would constitute Indebtedness); or (b) is directly
or indirectly liable (as a guarantor or otherwise); (ii) the incurrence of which
will not result in any recourse against any of the assets of the Company or its
Restricted Subsidiaries; and (iii) no default with respect to which would permit
(upon notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare pursuant to the express
terms governing such Indebtedness a default on such other Indebtedness or cause
the payment thereof to be accelerated or payable prior to its Stated Maturity.

         "Non-U.S. Person" means a person who is not a U.S. Person.

         "Note Custodian" means the Trustee, as custodian for the Depositary
with respect to the Notes in global form, or any successor entity thereto.

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

         "Obligations" means any principal, premium (if any), interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company or its Restricted
Subsidiaries whether or not a claim for post-filing interest is allowed in such
proceeding), penalties, fees, charges, expenses, indemnifications, reimbursement
obligations, damages (including Liquidated Damages), guarantees (including the
Subsidiary Guarantees) and other liabilities or amounts payable under the
documentation governing any Indebtedness or in respect thereof.

         "Offering" means the offering of the Original Notes by the Company on
the Issue Date.

         "Offering Memorandum" means (i) the Offering Memorandum of the Company
dated November 1, 2001 with respect to the Offering, and (ii) any similar
document of the Company dated subsequent to the Issue Date with respect to the
offering of Initial Notes other than the Original Notes.

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

         "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 12.05 hereof.

         "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
12.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.



                                       12
<PAGE>

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

         "Participating Broker-Dealer" has the meaning set forth in a
Registration Rights Agreement.

         "Permitted Business" means, with respect to the Company and its
Restricted Subsidiaries, the businesses of (i) the acquisition, development,
operation and disposition of interests in oil, gas and other hydrocarbon
properties, (ii) the acquisition, gathering, treating, processing, storage,
transportation of production from such interests or properties, (iii) the
acquisition, processing, marketing, refining, distilling, storage and/or
transportation of hydrocarbons and/or royalty or other interests in crude oil or
refined or associated products related thereto, (iv) the acquisition, operation,
improvement, leasing and other use of convenience stores, retail service
stations, truck stops and other public accommodations in connection therewith,
(v) the marketing and distribution of petroleum and marine products and the
provision of logistical services to marine and offshore exploration and
production industries, (vi) any business currently engaged in by the Company or
its Restricted Subsidiaries and (vii) any activity or business that is a
reasonable extension, development or expansion of, or reasonably related to, any
of the foregoing.

         "Permitted Debt" means (i) the incurrence by the Company or any
Guarantor of additional Indebtedness and letter of credit reimbursement
obligations under one or more Credit Facilities (with letter of credit
reimbursement obligations being deemed to have a principal amount equal to the
maximum potential liability of the Company or its Restricted Subsidiaries for
reimbursement obligations thereunder) in an aggregate principal amount not to
exceed $800,000,0000 at any one time outstanding under this clause (i); (ii) the
incurrence by the Company and the Guarantors of Indebtedness represented by the
Original Notes, the Exchange Notes and the Subsidiary Guarantees; (iii) the
incurrence by the Company or any of its Restricted Subsidiaries of Existing
Indebtedness; (iv) the incurrence by the Company or any of its Restricted
Subsidiaries of Permitted Refinancing Indebtedness other than Indebtedness
incurred pursuant to clause (i) above; (v) the incurrence by the Company or any
of its Restricted Subsidiaries of intercompany Indebtedness between or among the
Company and any of its Restricted Subsidiaries; provided, however, that (A) if
the Company or any Guarantor is the obligor and a Restricted Subsidiary of the
Company that is not a Guarantor is the obligee on such Indebtedness, such
Indebtedness will be subordinated to the payment in full of all Obligations with
respect to the Notes and (B) (1) any subsequent issuance or transfer of Equity
Interests that results in any such Indebtedness being held by a Person other
than the Company or a Restricted Subsidiary of the Company and (2) any sale or
other transfer of any such Indebtedness to a Person that is not either the
Company or a Restricted Subsidiary of the Company shall be deemed, in each case,
to constitute an incurrence of such Indebtedness by the Company or such
Restricted Subsidiary, as the case may be; (vi) the incurrence by the Company or
any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease
Obligations, mortgage financings or purchase money obligations, in each case
incurred for the purpose of financing all or any part of the purchase price or
cost of construction, improvement or development of property, plant or equipment
used in the Permitted Business (including, without limitation, oil and gas
properties) of the Company or a Restricted Subsidiary of the Company or incurred
to extend, refinance, renew, replace, defease or refund any such purchase price
or cost of



                                       13
<PAGE>

construction, improvement or development, in each case in an aggregate principal
amount not to exceed $50,000,000 at any time outstanding; (vii) the incurrence
by the Company or any of its Restricted Subsidiaries of Indebtedness incurred in
the ordinary course of business under (A) documentary letters of credit, or
surety bonds or insurance contracts, which are to be repaid in full not more
than one year after the date on which such Indebtedness is originally incurred
to finance the purchase of goods by the Company or a Restricted Subsidiary of
the Company, (B) standby letters of credit, surety bonds or insurance contracts
issued for the purpose of supporting (1) workers' compensation or similar
liabilities of the Company or any of its Restricted Subsidiaries, or (2)
performance, payment, deposit or surety obligations of the Company or any of its
Restricted Subsidiaries and (C) bid, advance payment and performance bonds and
surety bonds, or similar insurance contracts, for the Company and its Restricted
Subsidiaries, and refinancings thereof; (viii) the incurrence by the Company or
any of its Restricted Subsidiaries of Indebtedness consisting of Hedging
Obligations entered into in the ordinary course of business and not for
speculative purposes; (ix) Indebtedness arising from agreements of the Company
or any of its Restricted Subsidiaries providing for indemnification, adjustment
of purchase price or similar obligations, in each case, incurred in connection
with the disposition or acquisition of any business, assets or a Restricted
Subsidiary of the Company or any business or assets of its Restricted
Subsidiaries, other than guarantees of Indebtedness incurred by any Person
acquiring all or any portion of such business, assets or a Restricted Subsidiary
of the Company or any of its Restricted Subsidiaries for the purposes of
financing such acquisition; provided, however, that (A) such Indebtedness is not
reflected on the balance sheet of the Company or any of its Restricted
Subsidiaries (contingent obligations referred to in a footnote to financial
statements and not otherwise reflected on the balance sheet will not be deemed
to be reflected on such balance sheet for purposes of this clause (A)) and (B)
the maximum liability in respect of all such Indebtedness shall at no time
exceed the gross proceeds including noncash proceeds (the Fair Market Value of
such noncash proceeds being measured at the time received and without giving
effect to any subsequent changes in value) actually received by the Company and
its Restricted Subsidiaries in connection with such disposition; (x) the
guarantee by the Company or any of the Guarantors of Indebtedness of the Company
or a Restricted Subsidiary of the Company that was permitted to be incurred by
Section 4.09 hereof (other than pursuant to this clause (x); provided, that the
guarantee of any Indebtedness of a Restricted Subsidiary of the Company that
ceases to be such a Restricted Subsidiary shall be deemed a Restricted
Investment at the time such Restricted Subsidiary's status terminates in an
amount equal to the maximum principal amount so guaranteed, for so long as, and
to the extent that, such guarantee remains outstanding; (xi) the issuance by a
Restricted Subsidiary of the Company of preferred stock to the Company or to any
of its Restricted Subsidiaries; provided, however, that any subsequent event or
issuance or transfer of any Equity Interests that results in the owner of such
preferred stock ceasing to be the Company or any of its Restricted Subsidiaries
or any subsequent transfer of such preferred stock to a Person, other than the
Company or one of its Restricted Subsidiaries, shall be deemed to be an issuance
of preferred stock by such Subsidiary that was not permitted by this clause
(xi); and (xii) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness (in addition to Indebtedness permitted by any other
clause of this paragraph) in an aggregate principal amount (or accreted value,
as applicable) at any time outstanding not to exceed $50,000,000.

         "Permitted Investments" means (a) any Investment in the Company or in a
Restricted Subsidiary of the Company; (b) any Investment in Cash Equivalents or
deposit accounts



                                       14
<PAGE>

maintained in the ordinary course of business consistent with past practices;
(c) any Investment by the Company or any Restricted Subsidiary of the Company in
a Person, if as a result of such Investment (i) such Person becomes a Restricted
Subsidiary of the Company; or (ii) such Person is merged, consolidated or
amalgamated with or into, or transfers or conveys all or substantially all of
its assets to, or is liquidated into, the Company or a Restricted Subsidiary of
the Company; (d) any security or other Investment received or Investment made as
a result of the receipt of non-cash consideration from (i) an Asset Sale that
was made pursuant to and in compliance with Section 4.10 hereof; or (ii) a
disposition of assets that do not constitute an Asset Sale; (e) any acquisition
of assets solely in exchange for the issuance of Equity Interests (other than
Disqualified Stock) of the Company; (f) any Investment received in settlement of
debts, claims or disputes owed to the Company or any Restricted Subsidiary of
the Company that arose out of transactions in the ordinary course of business;
(g) any Investment received in connection with or as a result of a bankruptcy,
workout or reorganization of any Person; (h) advances and extensions of credit
in the nature of accounts receivable arising from the sale or lease of goods or
services or the licensing of property in the ordinary course of business; (i)
relocation allowances for, and advances and loans to, employees, officers and
directors (including, without limitation, loans and advances the net cash
proceeds of which are used solely to purchase Equity Interests of the Company in
connection with restricted stock or employee stock purchase plans, or to
exercise stock received pursuant thereto or other incentive plans in a principal
amount not to exceed the aggregate exercise or purchase price), or loans to
refinance principal and accrued interest on any such loans, provided that the
aggregate principal amount of such loans, advances and allowances shall not
exceed at any time $10,000,000; (j) other Investments by the Company or any
Restricted Subsidiary of the Company in any Person having an aggregate Fair
Market Value (measured as of the date each such Investment is made and without
giving effect to subsequent changes in value), when taken together with all
other Investments made pursuant to this clause (j) (net of returns of capital,
dividends and interest paid on Investments and sales, liquidations and
redemptions of Investments), not in excess of the greater of $50,000,000 and 15%
of the Consolidated Net Worth of the Company; (k) Investments in the form of
intercompany Indebtedness or Guarantees of Indebtedness of a Restricted
Subsidiary of the Company permitted under clauses (v) and (xii) of the
definition of "Permitted Debt"; (l) Investments arising in connection with
Hedging Obligations that are incurred in the ordinary course of business for the
purpose of fixing or hedging currency, commodity or interest rate risk in
connection with the conduct of the business of the Company and its Subsidiaries
and not for speculative purposes; (m) Investments in the form of, or pursuant
to, operating agreements, joint ventures, partnership agreements, working
interests, royalty interests, mineral leases, processing agreements, farm-out
agreements, contracts for the sale, transportation or exchange of oil and
natural gas, unitization agreements, pooling agreements, area of mutual
interests agreements, production sharing agreements or other or other similar or
customary agreements, transactions, properties, interests or arrangements, and
Investments and expenditures in connection therewith or pursuant thereto, in
each case made or entered into the ordinary course of the business described in
clauses (i) and (ii) of the definition of "Permitted Business" excluding,
however, investments in corporations; (n) any Investments in prepaid expenses,
negotiable instruments held for collection and lease, utility, worker's
compensation, performance and other similar deposits and prepaid expenses made
in the ordinary course of business; and (o) Investments pursuant to agreements
and obligations of the Company and any Restricted Subsidiary in effect on the
Issue Date.



                                       15
<PAGE>

         "Permitted Junior Securities" means (i) Equity Interests in the Company
or any Guarantor which, to the extent received by any Holder in connection with
any bankruptcy, reorganization, insolvency or similar proceeding in which any
Equity Interests are also exchanged for or distributed in respect of Senior
Debt, are either common equity securities or are subordinated to all such Equity
Interests so exchanged or distributed to substantially the same extent as, or to
a greater extent than, the Notes are subordinated to Senior Debt pursuant to
this Indenture; and (ii) debt securities that are subordinated to all Senior
Debt (and any debt securities issued in exchange for Senior Debt) to
substantially the same extent as, or to a greater extent than, the Notes are
subordinated to Senior Debt pursuant to this Indenture.

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness), including Indebtedness that extends,
refinances, renews, replaces, defeases or refunds Permitted Refinancing
Indebtedness, provided that: (i) the principal amount (or accreted value, if
applicable) of such Permitted Refinancing Indebtedness does not exceed the
principal amount of (or accreted value, if applicable), plus accrued and unpaid
interest on, the Indebtedness so extended, refinanced, renewed, replaced,
defeased or refunded (plus fees and expenses incurred in connection therewith,
including any premium or defeasance cost); (ii) such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and has a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; (iii) if the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded is
subordinated in right of payment to the Notes, such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and is subordinated in right of payment to, the Notes on terms at least as
favorable to the Holders of Notes as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; and (iv) such Indebtedness is incurred either by the
Company or a Restricted Subsidiary who is the obligor on the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded.

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

         "preferred stock" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect to
dividends, distributions or liquidation proceeds of such Person over the holders
of the other Capital Stock issued by such Person.

         "Private Placement Legend" means the legend set forth in Section
2.06(g)(i) hereof to be placed on all Notes issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.

         "Purchase Agreement" means (i) the Purchase Agreement dated November 1,
2001 among the Company, the Guarantors and each Initial Purchaser relating to
the Offering, and (ii) any similar agreement dated subsequent to the Issue Date
among the Company, the Guarantors



                                       16
<PAGE>

and each Initial Purchaser relating to the offering of Initial Notes other than
the Original Notes, in each case as such agreement may be amended, modified or
supplemented from time to time.

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

         "Rating Agency" means each of S&P and Moody's, or if S&P or Moody's or
both shall not make a rating on the Notes publicly available, a nationally
recognized statistical rating agency or agencies, as the case may be, selected
by the Company (as certified by a resolution of the Board of Directors) which
shall be substituted for S&P or Moody's, or both, as the case may be.

         "Registration Rights Agreement" means (i) the Registration Rights
Agreement, dated as of the Issue Date, by and among the Company and the other
parties named on the signature pages thereof relating to the Original Notes,
attached hereto as Exhibit F, and (ii) any similar agreement that the Company
and other parties may enter into in relation to any other Initial Notes, in each
case as such agreement may be amended, modified or supplemented from time to
time.

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

         "Regulation S Global Note" means a Regulation S Temporary Global Note
or Regulation S Permanent Global Note, as appropriate.

         "Regulation S Permanent Global Note" means a permanent global Note in
the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

         "Regulation S Temporary Global Note" means a temporary global Note in
the form of Exhibit A-2 hereto bearing the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee, issued in a denomination equal to the outstanding principal amount
of the Notes initially sold in reliance on Rule 903 of Regulation S.

         "Representative" means the administrative agent under the Senior Credit
Facility or its successor thereunder or any other agent or representative on
behalf of the holders of Designated Senior Debt.

         "Responsible Officer," when used with respect to the Trustee, means any
officer, including, without limitation, any vice president, assistant vice
president, assistant treasurer or secretary within the Corporate Trust
Administration of the Trustee (or any successor group of the Trustee) or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to particular corporate trust matter, any other officer or employee to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject.

         "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.



                                       17
<PAGE>

         "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

         "Restricted Investment" means an Investment other than a Permitted
Investment.

         "Restricted Period" means the 40-day distribution compliance period as
set forth in Regulation S, which period shall be terminated with respect to any
Regulation S Temporary Global Note as provided in Section 2.01.

         "Restricted Subsidiary" of a Person means any Subsidiary of the
referenced Person that is not an Unrestricted Subsidiary or a direct or indirect
Subsidiary of an Unrestricted Subsidiary; provided that, on the Issue Date, all
Subsidiaries of the Company shall be Restricted Subsidiaries of the Company.

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

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

         "Rule 144A Global Note" means the Global Note in the form of Exhibit
A-1 hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with and registered in the name of the Depositary or its nominee that
will be issued in a denomination equal to the outstanding principal amount of
the Notes sold in reliance on Rule 144A.

         "Rule 903" means Rule 903 promulgated under the Securities Act.

         "Rule 904" means Rule 904 promulgated under the Securities Act.

         "S&P" means Standard & Poor's Ratings Group, Inc., or any successor to
the rating agency business thereof.

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Senior Credit Facility" means those certain senior secured credit
facilities of the Company available pursuant to the Credit Agreement, by and
among the Company, Lehman Brothers Inc., as Arranger, Lehman Commercial Paper
Inc., as Syndication Agent, ABN AMRO Bank N.V., Bank of America, N.A., Credit
Lyonnais New York Branch and The Bank of Nova Scotia, as Co-Documentation
Agents, Bank One, NA, as Administrative Agent, and certain other lenders and
agents, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith and in each case as
amended, modified, renewed, restated, refunded, replaced or refinanced (in each
case, without limitation as to amount), in whole or in part, from time to time
and any agreements (and related documents) governing Indebtedness incurred to
refund or refinance credit extensions and commitments then outstanding or
permitted to be outstanding under such Senior Credit Facility, whether by the
same or any other lender or group of lenders. The Company shall promptly notify
the Trustee of any such refunding or refinancing of the existing Senior Credit
Facility.



                                       18
<PAGE>

         "Senior Debt" means (i) Indebtedness of the Company or any Guarantor
for money borrowed and all obligations of such Person under, or with respect to,
the Senior Credit Facility or any other Credit Facility, whether direct or
indirect, under guarantees, letters of credit, banker's acceptances, foreign
currency or interest rate swaps, foreign exchange contracts, caps, collars,
options, hedges or other agreements or arrangements designed to protect against
fluctuations in currency values or interest rates and other Hedging Obligations,
other extensions of credit, expenses, fees, reimbursements, indemnities and all
other amounts (including interest at the contract rate accruing on or after the
filing of any petition in bankruptcy or reorganization relating to the Company
or any Guarantor whether or not a claim for post-filing interest is allowed in
such proceeding); (ii) the principal of and premium, if any, and accrued and
unpaid interest, whether existing on the date hereof or hereafter incurred, in
respect of (A) indebtedness of the Company or any Guarantor for money borrowed;
(B) guarantees by the Company or any Guarantor of indebtedness for money
borrowed by any other Person; (C) indebtedness evidenced by notes, debentures,
bonds, or other instruments for the payment of which the Company or any
Guarantor is responsible or liable, by guarantees or otherwise; (D) obligations
of the Company or any Guarantor for the reimbursement of any obligor on any
letter of credit, banker's acceptance or similar credit transaction; (E)
obligations of the Company or any Guarantor under any agreement to lease, or any
lease of, any real or personal property which, in accordance with GAAP, is
classified on the Company's or any Guarantor's consolidated balance sheet as a
liability; (F) obligations of the Company or any Guarantor under Hedging
Obligations; and (G) modifications, renewals, extensions, replacements,
refinancings and refundings of any such indebtedness, obligations or guarantees,
unless, in the instrument creating or evidencing the same or pursuant to which
the same is outstanding, it is expressly provided that such indebtedness,
obligations or guarantees, or such modifications, renewals, extensions,
replacements, refinancings or refundings thereof, are not superior in right of
payment to the Notes; provided that Senior Debt will not be deemed to include
(a) Indebtedness represented by preferred stock; (b) any obligation of the
Company or any Guarantor to any Subsidiary or other Affiliate; (c) any liability
for federal, state, local or other taxes owed or owing by the Company or any
Guarantor; (d) any accounts payable or other liability to trade creditors; (e)
any Indebtedness, guarantee or obligation of the Company or any Guarantor which
is expressly subordinate or junior by its terms in right of payment to any other
Indebtedness, guarantee or obligation of the Company or any Guarantor; (f) that
portion of any Indebtedness incurred in violation of Section 4.09 hereof (other
than Indebtedness incurred under a Credit Facility if prior to the incurrence
thereof or, in the case of contingent obligations such as letters of credit
pursuant to which such Indebtedness is incurred, prior to the issuance thereof
or agreement to extend credit in respect thereof, the Company has certified to
the lenders under such Credit Facility that the incurrence or extension of
credit does not violate such covenant); or (g) Indebtedness of the Company or
any Guarantor which is classified as non-recourse in accordance with GAAP or any
unsecured claim arising in respect thereof by reason of the application of
section 1111(b)(1) of the Bankruptcy Code.

         "Shelf Registration Statement" has the meaning set forth in a
corresponding Registration Rights Agreement.

         "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the Issue Date.



                                       19
<PAGE>

         "Stated Maturity" means, with respect to any installment of interest or
principal, or sinking fund or mandatory redemption of principal, on any series
of Indebtedness, the date on which such payment of interest or principal was
scheduled to be paid or made, as applicable, in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

         "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person and (ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or an entity described in clause (i) and
related to such Person or (b) the only general partners of which are such Person
or of one or more entities described in clause (i) and related to such Person
(or any combination thereof).

         "Subsidiary Guarantee" means the guarantee of the Notes (including any
Exchange Notes) by each of the Guarantors pursuant to Article XI hereof and in
the related form of guarantee notation endorsed on the form of Note attached
hereto as Exhibit A-1 or A-2 and any additional guarantee of the Notes
(including any Exchange Notes) to be executed by any Restricted Subsidiary of
the Company pursuant to Section 4.17.

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

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

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

         "Unrestricted Global Note" means a permanent Global Note in the form of
Exhibit A-1 attached hereto that bears the Global Note Legend and that has the
"Schedule of Exchanges of Interests in the Global Note" attached thereto, and
that is deposited with or on behalf of and registered in the name of the
Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

         "Unrestricted Subsidiary" means (i) any Subsidiary of the Company
(including any newly acquired or newly formed Subsidiary of the Company) that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
resolution of the Board of Directors as certified in an Officers' Certificate
delivered to the Trustee and (ii) each Subsidiary of an Unrestricted Subsidiary,
whenever it shall become such a Subsidiary. The Board of Directors may designate
any Subsidiary of the Company to become an Unrestricted Subsidiary if it (a) has
no Indebtedness other than Non-Recourse Indebtedness; (b) is not party to any
agreement, contract, arrangement or understanding with the Company or any
Restricted Subsidiary of the Company unless the terms of any such agreement,
contract, arrangement or understanding are no



                                       20
<PAGE>

less favorable to the Company or such Restricted Subsidiary than those that
might be obtained, in light of all the circumstances, at the time from Persons
who are not Affiliates of the Company; (c) is a Person with respect to which
neither the Company nor any of its Restricted Subsidiaries has any direct or
indirect obligation (x) to subscribe for additional Equity Interests or (y) to
maintain or preserve such Person's financial condition or to cause such Persons
to achieve any specified levels of operating results; (d) has not guaranteed or
otherwise directly or indirectly provided credit support for any Indebtedness of
the Company or any of its Restricted Subsidiaries; and (e) does not own any
Capital Stock of or own or hold any Lien on any property of, the Company or any
Restricted Subsidiary of the Company; and (f) would constitute an Investment
which the Company could make in compliance with Section 4.07. Notwithstanding
the foregoing, if, at any time, any Unrestricted Subsidiary would fail to meet
the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter
cease to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred as of such date.

         "U.S." means the United States of America.

         "U.S. Person" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

         "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.

SECTION 1.02. Other Definitions.

<Table>
<Caption>
                                                                                         DEFINED IN
                                          TERM                                             SECTION
                                          ----                                           ----------
<S>                                                                                      <C>
     "Affiliate Transaction".......................................................           4.11
     "Asset Sale Offer"............................................................           3.09
     "Change of Control Offer".....................................................           4.15
     "Change of Control Payment"...................................................           4.15
     "Change of Control Payment Date"..............................................           4.15
     "Covenant Defeasance".........................................................           8.03
     "DTC".........................................................................           2.03
     "Event of Default"............................................................           6.01
     "Excess Proceeds".............................................................           4.10
     "Funding Guarantor"...........................................................          11.05
     "incur".......................................................................           4.09
     "Legal Defeasance"............................................................           8.02
     "Nonpayment Default"..........................................................          10.03
</Table>



                                       21
<PAGE>

<Table>
<Caption>
                                                                                         DEFINED IN
                                          TERM                                             SECTION
                                          ----                                           ----------
<S>                                                                                      <C>
     "Offer Amount"................................................................           3.09
     "Offer Period"................................................................           3.09
     "Original Notes"..............................................................           2.02
     "Paying Agent"................................................................           2.03
     "Payment Blockage Default.....................................................          10.03
     "Payment Default".............................................................           6.01
     "Permitted Debt"..............................................................           4.09
     "Purchase Date"...............................................................           3.09
     "Registrar"...................................................................           2.03
     "Restricted Payments".........................................................           4.07
</Table>

SECTION 1.03. Incorporation by Reference of Trust Indenture Act.

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

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

         "indenture securities" means the Notes;

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

         "indenture to be qualified" means this Indenture;

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

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

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

SECTION 1.04. Rules of Construction.

         Unless the context otherwise requires:

         (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, and "including" means "including without
limitation," "including but not limited to" or words of similar import;

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



                                       22
<PAGE>

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

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

                                   ARTICLE II
                                    THE NOTES

SECTION 2.01. Form and Dating.

         The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A-1 (or in the case of a Regulation S
Temporary Global Note, Exhibit A-2) hereto. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage. Each Note
shall be dated the date of its authentication. The Notes shall be in
denominations of $1,000 and integral multiples thereof. Subject to Section 4.17
and 11.02 hereof, the Notes may bear notations of Subsidiary Guarantees.

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

         Notes issued in global form shall be substantially in the form of
Exhibit A-1 or A-2 attached hereto (including the Global Note Legend and the
"Schedule of Exchanges in the Global Note" attached thereto). Notes issued in
definitive form shall be substantially in the form of Exhibit A-1 attached
hereto (but without the Global Note Legend and without the "Schedule of
Exchanges of Interests in the Global Note" attached thereto). Each Global Note
shall represent such aggregate principal amount of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee, the
Depositary or the Note Custodian, at the direction of the Trustee, in accordance
with instructions given by the Holder thereof as required by Section 2.06
hereof.

         Notes offered and sold in reliance on Regulation S shall be issued
initially in the form of the Regulation S Temporary Global Note, which shall be
deposited on behalf of the purchasers of the Notes represented thereby with the
Trustee, as Note Custodian for the Depositary, and registered in the name of the
nominee of the Depositary for credit to the accounts of designated agents
holding on behalf of Euroclear or Clearstream, duly executed by the Company and



                                       23
<PAGE>

authenticated by the Trustee as hereinafter provided. The Restricted Period
shall be terminated upon the receipt by the Trustee of (i) a written certificate
from the Depositary, together with copies of certificates from Euroclear and
Clearstream certifying that they have received certification of non-United
States beneficial ownership of 100% of the aggregate principal amount of the
Regulation S Temporary Global Note (except to the extent of any beneficial
owners thereof who acquired an interest therein during the Restricted Period
pursuant to another exemption from registration under the Securities Act and who
will take delivery of a beneficial ownership interest in a Rule 144A Global Note
or a Restricted Definitive Note bearing a Private Placement Legend, to the
extent permitted by Section 2.06(b) hereof) or an Opinion of Counsel to the
effect that no such certification is required under Regulation S, and (ii) an
Officers' Certificate from the Company certifying to the effect that the 40-day
distribution compliance period applicable to the Regulation S Temporary Global
Note has expired. Following the termination of the Restricted Period, beneficial
interests in the Regulation S Temporary Global Note shall be exchanged for
beneficial interests in one or more Regulation S Permanent Global Notes pursuant
to the Applicable Procedures. Simultaneously with the authentication of
Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S
Temporary Global Note. The aggregate principal amount of the Regulation S
Temporary Global Note and the Regulation S Permanent Global Notes may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the Depositary or its nominee, as the case may be, in connection
with transfers of interest as hereinafter provided.

         The provisions of the "Operating Procedures of the Euroclear System"
and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and
Conditions of Clearstream Bank" and "Customer Handbook" of Clearstream shall be
applicable to transfers of beneficial interests in the Regulation S Temporary
Global Note and the Regulation S Permanent Global Notes that are held by members
of, or Participants, in DTC through Euroclear or Clearstream.

SECTION 2.02. Execution and Authentication.

         One Officer shall sign the Notes for the Company by manual or facsimile
signature.

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

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

         The Trustee shall authenticate (i) the Initial Notes for original issue
on the Issue Date in the aggregate principal amount of $215,000,000 (the
"Original Notes"), (ii) additional Initial Notes for original issue from time to
time after the Issue Date in such principal amounts as may be set forth in a
written order of the Company described in this sentence (such Notes, together
with the Original Notes, the "Initial Notes"); provided that the issuance of
such additional Initial Notes shall be subject to Section 4.09 and (iii) any
Exchange Notes from time to time for issue only in exchange for a like principal
amount of Initial Notes, in each case, upon a written order of the Company
signed by one Officer, which written order shall specify (a) the amount of Notes
to be authenticated and the date of original issue thereof, (b) whether the
Notes are Initial Notes or Exchange Notes and (c) the amount of Notes to be
issued in global form or definitive form.



                                       24
<PAGE>

The aggregate principal amount of Notes outstanding at any time may not exceed
$215,000,000 plus such additional principal amounts as may be issued and
authenticated pursuant to clause (ii) of this paragraph, except as provided in
Section 2.07 hereof.

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

SECTION 2.03. Registrar and Paying Agent.

         The Company shall maintain an office or agency within the City and
State of New York where Notes may be presented for registration of transfer or
for exchange ("Registrar") and an office or agency where Notes may be presented
for payment ("Paying Agent"). The Registrar shall keep a register of the Notes
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 may change any Paying Agent or Registrar without
notice to any Holder. The Company shall promptly notify the Trustee in writing
of the name and address of any Agent not a party to this Indenture. If the
Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may
act as Paying Agent or Registrar.

         The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes. The Trustee has been
appointed by DTC to act as Note Custodian with respect to the Global Notes.

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

SECTION 2.04. 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, or premium or Liquidated Damages, if any, or interest on, the
Notes, 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. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or an
Affiliate of the Company (including any 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. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.



                                       25
<PAGE>

SECTION 2.05. Holder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall provide to a Responsible Officer of the
Trustee at least seven Business Days before each interest payment date 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 the Holders of Notes and the Company shall otherwise comply with TIA Section
312(a).

SECTION 2.06. Transfer and Exchange.

                  (a) Transfer and Exchange of Global Notes. A Global Note may
not be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes
will be exchanged by the Company for Definitive Notes if (i) the Company
delivers to the Trustee notice from the Depositary that it is unwilling or
unable to continue to act as Depositary for the Global Notes or that it is no
longer a clearing agency registered under the Exchange Act and, in either case,
a successor Depositary is not appointed by the Company within 90 days after the
date of such notice from the Depositary or (ii) the Company in its sole
discretion notifies the Trustee in writing that it elects to cause issuance of
the Notes in certificated form; provided that in no event shall the Regulation S
Temporary Global Note be exchanged by the Company for Definitive Notes prior to
(x) the expiration of the Restricted Period and (y) the receipt by the Registrar
of any certificates required pursuant to Rule 903 under the Securities Act or an
Opinion of Counsel to the effect that such certificates are not required
pursuant to Rule 903. Upon the occurrence of either of the preceding events in
(i) or (ii) above, Definitive Notes shall be issued in such names as the
Depositary shall instruct the Trustee. Global Notes also may be exchanged or
replaced, in whole or in part, as provided in Sections 2.07 and 2.11 hereof.
Every Note authenticated and delivered in exchange for, or in lieu of, a Global
Note or any portion thereof, pursuant to Section 2.07 or 2.11 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

                  (b) Transfer and Exchange of Beneficial Interests in the
Global Notes. The transfer and exchange of beneficial interests in the Global
Notes shall be effected through the Depositary, in accordance with the
provisions of this Indenture and the Applicable Procedures. Beneficial interests
in the Restricted Global Notes shall be subject to restrictions on transfer
comparable to those set forth herein to the extent required by the Securities
Act. Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs as applicable:

                           (i) Transfer of Beneficial Interests in the Same
         Global Note. Beneficial interests in any Restricted Global Note may be
         transferred to Persons who take



                                       26
<PAGE>

         delivery thereof in the form of a beneficial interest in the same
         Restricted Global Note in accordance with the transfer restrictions set
         forth in the Private Placement Legend; provided, however, that prior to
         the expiration of the Restricted Period transfers of beneficial
         interests in the Regulation S Temporary Global Note may not be made to
         a U.S. Person or for the account or benefit of a U.S. Person (other
         than an Initial Purchaser). Beneficial interests in any Unrestricted
         Global Note may be transferred only to Persons who take delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note. No written orders or instructions shall be required to be
         delivered to the Registrar to effect the transfers described in this
         Section 2.06(b)(i).

                           (ii) All Other Transfers and Exchanges of Beneficial
         Interests in Global Notes. In connection with all transfers and
         exchanges of beneficial interests (other than a transfer of a
         beneficial interest in a Global Note to a Person who takes delivery
         thereof in the form of a beneficial interest in the same Global Note),
         the transferor of such beneficial interest must deliver to the
         Registrar (A) (1) a written order from a Participant or an Indirect
         Participant given to the Depositary in accordance with the Applicable
         Procedures directing the Depositary to credit or cause to be credited a
         beneficial interest in another Global Note in an amount equal to the
         beneficial interest to be transferred or exchanged and (2) instructions
         given in accordance with the Applicable Procedures containing
         information regarding the Participant account to be credited with such
         increase or (B) (1) a written order from a Participant or an Indirect
         Participant given to the Depositary in accordance with the Applicable
         Procedures directing the Depositary to cause to be issued a Definitive
         Note in an amount equal to the beneficial interest to be transferred or
         exchanged and (2) instructions given by the Depositary to the Registrar
         containing information regarding the Person in whose name such
         Definitive Note shall be registered to effect the transfer or exchange
         referred to in (1) above; provided that in no event shall Definitive
         Notes be issued upon the transfer or exchange of beneficial interests
         in the Regulation S Temporary Global Note prior to (x) the expiration
         of the Restricted Period and (y) the receipt by the Registrar of any
         certificates required pursuant to Rule 903 under the Securities Act.
         Upon an Exchange Offer by the Company in accordance with Section
         2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be
         deemed to have been satisfied upon receipt by the Registrar of the
         instructions contained in the Letter of Transmittal delivered by the
         Holder of such beneficial interests in the Restricted Global Notes.
         Upon notification from the Registrar that all of the requirements for
         transfer or exchange of beneficial interests in Global Notes contained
         in this Indenture, the Notes and otherwise applicable under the
         Securities Act have been satisfied, the Trustee shall adjust the
         principal amount of the relevant Global Notes pursuant to Section
         2.06(h) hereof.

                           (iii) Transfer of Beneficial Interests to Another
         Restricted Global Note. A beneficial interest in any Restricted Global
         Note may be transferred to a Person who takes delivery thereof in the
         form of a beneficial interest in another Restricted Global Note if the
         transfer complies with the requirements of clause (ii) above and the
         Registrar receives the following:

                                    (A) if the transferee will take delivery in
                  the form of a beneficial interest in the Rule 144A Global
                  Note, then the transferor must deliver



                                       27
<PAGE>

                  a certificate in the form of Exhibit B hereto, including the
                  certifications in Item (1) thereof; or

                                    (B) if the transferee will take delivery in
                  the form of the Regulation S Temporary Global Note or the
                  Regulation S Permanent Global Note, then the transferor must
                  deliver a certificate in the form of Exhibit B hereto,
                  including the certifications in Item (2) thereof.

                           (iv) Transfer and Exchange of Beneficial Interests in
         a Restricted Global Note for Beneficial Interests in the Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         clause (ii) above and:

                                    (A) such exchange or transfer is effected
                  pursuant to an Exchange Offer in accordance with the
                  corresponding Registration Rights Agreement and the holder of
                  the beneficial interest to be transferred, in the case of an
                  exchange, or the transferee, in the case of a transfer, is not
                  (1) a broker-dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

                                    (B) any such transfer is effected pursuant
                  to a Shelf Registration Statement in accordance with the
                  corresponding Registration Rights Agreement;

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

                                    (D) the Registrar receives the following:

         (1) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a beneficial interest in
an Unrestricted Global Note, a certificate from such holder in the form of
Exhibit C hereto, including the certifications in Item (1)(a) thereof;

         (2) if the holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a Person who shall take
delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note, a certificate from such holder in the form of Exhibit B hereto, including
the certifications in Item (4) thereof; and

         (3) in each such case set forth in this subparagraph (D), an Opinion of
Counsel in form reasonably acceptable to the Trustee and the Company to the
effect that such exchange or transfer is in compliance with the Securities Act
and that the restrictions on transfer contained herein and in the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act.



                                       28
<PAGE>

         If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an authentication order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of beneficial interests transferred pursuant to subparagraph
(B) or (D) above.

         Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

                  (c) Transfer or Exchange of Beneficial Interests for
Definitive Notes.

                           (i) If any holder of a beneficial interest in a
         Restricted Global Note proposes to exchange such beneficial interest
         for a Definitive Note or to transfer such beneficial interest to a
         Person who takes delivery thereof in the form of a Definitive Note,
         then, upon receipt by the Registrar of the following documentation:

                                    (A) if the holder of such beneficial
                  interest in a Restricted Global Note proposes to exchange such
                  beneficial interest for a Restricted Definitive Note, a
                  certificate from such holder in the form of Exhibit C hereto,
                  including the certifications in Item (2)(a) thereof;

                                    (B) if such beneficial interest is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in Item (1)
                  thereof;

                                    (C) if such beneficial interest is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in Item (2) thereof;

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

                                    (E) if such beneficial interest is being
                  transferred to an Institutional Accredited Investor or in
                  reliance on any other exemption from the registration
                  requirements of the Securities Act, in either case other than
                  those listed in subparagraphs (B) through (D) above, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications, certificates and any
                  Opinion of Counsel required by Item (3) thereof, if
                  applicable;

                                    (F) if such beneficial interest is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in Item (3)(b) thereof; or



                                       29
<PAGE>

                                    (G) if such beneficial interest is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  Item (3)(c) thereof,

the Trustee, upon notice of receipt of such documentation by the Registrar,
shall cause the aggregate principal amount of the applicable Global Note to be
reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall
execute and the Trustee shall authenticate and make available for delivery to
the Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall make available for delivery such
Definitive Notes to the Persons in whose names such Notes are so registered. Any
Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement
Legend and shall be subject to all restrictions on transfer contained therein.

                           (ii) Notwithstanding Sections 2.06(c)(i)(A) and (C)
         hereof, a beneficial interest in the Regulation S Temporary Global Note
         may not be (A) exchanged for a Definitive Note prior to (x) the
         expiration of the Restricted Period and (y) the receipt by the
         Registrar of any certificates required pursuant to Rule 903(c)(3)(B)
         under the Securities Act or (B) transferred to a Person who takes
         delivery thereof in the form of a Definitive Note prior to the
         conditions set forth in clause (A) above or unless the transfer is
         pursuant to an exemption from the registration requirements of the
         Securities Act other than Rule 903 or Rule 904.

                           (iii) Notwithstanding 2.06(c)(i) hereof, a holder of
         a beneficial interest in a Restricted Global Note may exchange such
         beneficial interest for an Unrestricted Definitive Note or may transfer
         such beneficial interest to a Person who takes delivery thereof in the
         form of an Unrestricted Definitive Note only if:

                                    (A) such exchange or transfer is effected
                  pursuant to an Exchange Offer in accordance with the
                  corresponding Registration Rights Agreement and the holder of
                  such beneficial interest, in the case of an exchange, or the
                  transferee, in the case of a transfer, is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

                                    (B) any such transfer is effected pursuant
                  to a Shelf Registration Statement in accordance with the
                  corresponding Registration Rights Agreement;

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



                                       30
<PAGE>

                                    (D) the Registrar receives the following:

         (1) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a Definitive Note that
does not bear the Private Placement Legend, a certificate from such holder in
the form of Exhibit C hereto, including the certifications in Item (1)(b)
thereof;

         (2) if the holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a Person who shall take
delivery thereof in the form of a Definitive Note that does not bear the Private
Placement Legend, a certificate from such holder in the form of Exhibit B
hereto, including the certifications in Item (4) thereof; and

         (3) in each such case set forth in this subparagraph (D), an Opinion of
Counsel in form reasonably acceptable to the Trustee and the Company, to the
effect that such exchange or transfer is in compliance with the Securities Act
and that the restrictions on transfer contained herein and in the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act.

                           (iv) If any holder of a beneficial interest in an
         Unrestricted Global Note proposes to exchange such beneficial interest
         for a Definitive Note or to transfer such beneficial interest to a
         Person who takes delivery thereof in the form of a Definitive Note,
         then, upon notice by the Registrar of satisfaction of the conditions
         set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the
         aggregate principal amount of the applicable Global Note to be reduced
         accordingly pursuant to Section 2.06(h) hereof, and the Company shall
         execute and the Trustee shall authenticate and make available for
         delivery to the Person designated in the instructions a Definitive Note
         in the appropriate principal amount. Any Definitive Note issued in
         exchange for a beneficial interest pursuant to this Section 2.06(c)(iv)
         shall be registered in such name or names and in such authorized
         denomination or denominations as the holder of such beneficial interest
         shall instruct the Registrar through instructions from the Depositary
         and the Participant or Indirect Participant. The Trustee shall make
         available for delivery such Definitive Notes to the Persons in whose
         names such Notes are so registered. Any Definitive Note issued in
         exchange for a beneficial interest pursuant to this Section 2.06(c)(iv)
         shall not bear the Private Placement Legend. A beneficial interest in
         an Unrestricted Global Note cannot be exchanged for a Definitive Note
         bearing the Private Placement Legend or transferred to a Person who
         takes delivery thereof in the form of a Definitive Note bearing the
         Private Placement Legend.

                  (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests.

                           (i) If any Holder of a Restricted Definitive Note
         proposes to exchange such Note for a beneficial interest in a
         Restricted Global Note or to transfer such Definitive Notes to a Person
         who takes delivery thereof in the form of a beneficial interest in a
         Restricted Global Note, then, upon receipt by the Registrar of the
         following documentation:



                                       31
<PAGE>

                                    (A) if the Holder of such Restricted
                  Definitive Note proposes to exchange such Note for a
                  beneficial interest in a Restricted Global Note, a certificate
                  from such Holder in the form of Exhibit C hereto, including
                  the certifications in Item (2)(b) thereof;

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

                                    (C) if such Definitive Note is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in Item (2) thereof;

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

                                    (E) if such Definitive Note is being
                  transferred to an Institutional Accredited Investor or in
                  reliance on any other exemption from the registration
                  requirements of the Securities Act, in either case, other than
                  those listed in subparagraphs (B) through (D) above, a
                  certificate in the form of Exhibit B hereto, including
                  certifications, certificates, and any Opinion of Counsel
                  required by Item (3) thereof, if applicable;

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

                                    (G) if such Definitive Note is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  Item (3)(c) thereof,

the Trustee, upon notice of receipt of such documentation by the Registrar,
shall cancel the Definitive Note, increase or cause to be increased the
aggregate principal amount of, in the case of subparagraph (A) above, the
appropriate Restricted Global Note and, in the case of subparagraph (B) above,
the Rule 144A Global Note, and, in the case of subparagraph (C) above, the
Regulation S Global Note.

                           (ii) A Holder of a Restricted Definitive Note may
         exchange such Note for a beneficial interest in an Unrestricted Global
         Note or transfer such Restricted Definitive Note to a Person who takes
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note only if:

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



                                       32
<PAGE>

                  case of a transfer, is not (1) a broker-dealer, (2) a Person
                  participating in the distribution of the Exchange Notes or (3)
                  a Person who is an affiliate (as defined in Rule 144) of the
                  Company;

                                    (B) any such transfer is effected pursuant
                  to a Shelf Registration Statement in accordance with the
                  corresponding Registration Rights Agreement;

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

                                    (D) the Registrar receives the following:

         (1) if the Holder of such Definitive Notes proposes to exchange such
Notes for a beneficial interest in the Unrestricted Global Note, a certificate
from such Holder in the form of Exhibit C hereto, including the certifications
in Item (1)(c) thereof;

         (2) if the Holder of such Definitive Notes proposes to transfer such
Notes to a Person who shall take delivery thereof in the form of a beneficial
interest in the Unrestricted Global Note, a certificate from such Holder in the
form of Exhibit B hereto, including the certifications in Item (4) thereof; and

         (3) in each such case set forth in this subparagraph (D), an Opinion of
Counsel in form reasonably acceptable to the Trustee and the Company to the
effect that such exchange or transfer is in compliance with the Securities Act,
that the restrictions on transfer contained herein and in the Private Placement
Legend are not required in order to maintain compliance with the Securities Act,
and such Definitive Notes are being exchanged or transferred in compliance with
any applicable blue sky securities laws of any State of the United States.

Upon satisfaction of the conditions of any of the subparagraphs in this Section
2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause
to be increased the aggregate principal amount of the Unrestricted Global Note.

                           (iii) A Holder of an Unrestricted Definitive Note may
         exchange such Note for a beneficial interest in an Unrestricted Global
         Note or transfer such Definitive Notes to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note at any time. Upon receipt of a request for such an exchange or
         transfer, the Trustee shall cancel the applicable Unrestricted
         Definitive Note and increase or cause to be increased the aggregate
         principal amount of one of the Unrestricted Global Notes.

                           (iv) If any such exchange or transfer from a
         Definitive Note to a beneficial interest is effected pursuant to
         subparagraphs (ii)(B), (ii)(D) or (iii) above at a time when an
         Unrestricted Global Note has not yet been issued, the Company shall
         issue and, upon receipt of an authentication order in accordance with
         Section 2.02 hereof, the Trustee shall authenticate one or more
         Unrestricted Global Notes in an aggregate



                                       33
<PAGE>

         principal amount equal to the principal amount of beneficial interests
         transferred pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above.

                  (e) Transfer and Exchange of Definitive Notes for Definitive
Notes. Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by his attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, pursuant to the provisions of this Section 2.06(e).

                           (i) Restricted Definitive Notes may be transferred to
         and registered in the name of Persons who take delivery thereof if the
         Registrar receives the following:

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

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

                                    (C) if the transfer will be made pursuant to
                  any other exemption from the registration requirements of the
                  Securities Act, then the transferor must deliver a certificate
                  in the form of Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by Item (3)
                  thereof, if applicable.

                           (ii) Any Restricted Definitive Note may be exchanged
         by the Holder thereof for an Unrestricted Definitive Note or
         transferred to a Person or Persons who take delivery thereof in the
         form of an Unrestricted Definitive Note if:

                                    (A) such exchange or transfer is effected
                  pursuant to an Exchange Offer in accordance with the
                  corresponding Registration Rights Agreement and the Holder, in
                  the case of an exchange, or the transferee, in the case of a
                  transfer, is not (1) a broker-dealer, (2) a Person
                  participating in the distribution of the Exchange Notes or (3)
                  a Person who is an affiliate (as defined in Rule 144) of the
                  Company;

                                    (B) any such transfer is effected pursuant
                  to a Shelf Registration Statement in accordance with the
                  corresponding Registration Rights Agreement;

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



                                       34
<PAGE>

                                    (D) the Registrar receives the following:

         (1) if the Holder of such Restricted Definitive Notes proposes to
exchange such Notes for an Unrestricted Definitive Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in Item
(1)(b) thereof;

         (2) if the Holder of such Restricted Definitive Notes proposes to
transfer such Notes to a Person who shall take delivery thereof in the form of
an Unrestricted Definitive Note, a certificate from such Holder in the form of
Exhibit B hereto, including the certifications in Item (4) thereof; and

         (3) in each such case set forth in this subparagraph (D), an Opinion of
Counsel in form reasonably acceptable to the Trustee and the Company to the
effect that such exchange or transfer is in compliance with the Securities Act,
that the restrictions on transfer contained herein and in the Private Placement
Legend are not required in order to maintain compliance with the Securities Act,
and such Restricted Definitive Note is being exchanged or transferred in
compliance with any applicable blue sky securities laws of any State of the
United States.

                           (iii) A Holder of Unrestricted Definitive Notes may
         transfer such Notes to a Person who takes delivery thereof in the form
         of an Unrestricted Definitive Note. Upon receipt of a request for such
         a transfer, the Registrar shall register the Unrestricted Definitive
         Notes pursuant to the instructions from the Holder thereof.
         Unrestricted Definitive Notes cannot be exchanged for or transferred to
         Persons who take delivery thereof in the form of a Restricted
         Definitive Note.

                  (f) Exchange Offer. Upon the occurrence of an Exchange Offer
in accordance with the corresponding Registration Rights Agreement, the Company
shall issue and, upon receipt of (A) an authentication order in accordance with
Section 2.02 hereof and (B) an Opinion of Counsel opining as to the
enforceability of the Exchange Notes and the guarantees thereof, the Trustee
shall authenticate (i) one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of the beneficial interests in
the Restricted Global Notes tendered for acceptance by Persons that are not (1)
broker-dealers, (2) Persons participating in the distribution of the Exchange
Notes or (3) Persons who are affiliates (as defined in Rule 144) of the Company
and accepted for exchange in such Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in such Exchange Offer, unless the
Holders of such Restricted Definitive Notes shall request the receipt of
Definitive Notes, in which case the Company shall execute and the Trustee shall
authenticate and deliver to the Persons designated by the Holders of such
Restricted Definitive Notes one or more Definitive Notes without the Private
Placement Legend in the appropriate principal amount. Concurrent with the
issuance of such Unrestricted Global Notes, the Trustee shall cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company shall execute and the Trustee shall
authenticate and make available for delivery to the Persons designated by the
Holders of Definitive Notes so accepted Definitive Notes in the appropriate
principal amount.



                                       35
<PAGE>


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

                           (i) Private Placement Legend.

                                    (A) Except as permitted by subparagraph (B)
                  below, each Global Note and each Definitive Note (and all
                  Notes issued in exchange therefor or substitution thereof)
                  shall bear the legend in substantially the following form:

"THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES (1)
NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO (X) THE DATE
THAT IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k)
UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER
OF THE ORIGINAL ISSUE DATE HEREOF (OR ANY PREDECESSOR OF THIS SECURITY) AND THE
LAST DAY ON WHICH TESORO PETROLEUM CORPORATION (THE "COMPANY") OR ANY AFFILIATE
OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND
(Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE
RESTRICTION TERMINATION DATE"), EXCEPT (A) TO THE COMPANY OR A SUBSIDIARY
THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT IS
ACQUIRING SUCH NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED
IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL
ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS RELATING TO RESTRICTIONS ON
TRANSFER OF THE NOTE EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED
FROM THE TRUSTEE), (E) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
OCCUR IN AN "OFFSHORE TRANSACTION" WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND (2) THAT IT WILL GIVE TO
EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND; PROVIDED THAT THE



                                       36
<PAGE>

COMPANY, THE TRUSTEE, THE TRANSFER AGENT AND THE REGISTRAR SHALL HAVE THE RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (C), (D), (E)
OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE
FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THE
HOLDER HEREOF, BY PURCHASING THIS NOTE, REPRESENTS AND AGREES FOR THE BENEFIT OF
THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A, (2) AN INSTITUTIONAL ACCREDITED INVESTOR, (3) A NON-U.S. PERSON AND
IS ACQUIRING THE NOTE IN AN "OFFSHORE TRANSACTION" PURSUANT TO REGULATION S
UNDER THE SECURITIES ACT OR (4) IT IS A PERSON ELIGIBLE TO BE TRANSFERRED THIS
NOTE IN ACCORDANCE WITH CLAUSE (F) OF THE FOREGOING SENTENCE. THIS LEGEND WILL
BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED
STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER
THE SECURITIES ACT."

                                    (B) Notwithstanding the foregoing, any
                  Global Note or Definitive Note issued pursuant to subparagraph
                  (b)(iv), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f)
                  of this Section 2.06 (and all Notes issued in exchange
                  therefor or substitution thereof) shall not bear the Private
                  Placement Legend.

                           (ii) Global Note Legend. Each Global Note shall bear
         a legend in substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO ARTICLE II OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III)
THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF TESORO PETROLEUM
CORPORATION."

         Additionally, for so long as DTC is the Depositary with respect to any
Global Note, each such Global Note shall also bear a legend in substantially the
following form:

"UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
(AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE), TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED



                                       37
<PAGE>

REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN."

                           (iii) Regulation S Temporary Global Note Legend. The
         Regulation S Temporary Global Note shall bear a legend in substantially
         the following form:

"THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON."

                  (h) Cancellation and/or Adjustment of Global Notes. At such
time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased
or canceled in whole and not in part, each such Global Note shall be returned to
or retained and canceled by the Trustee in accordance with Section 2.11 hereof.
At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for or transferred to a Person who will take delivery thereof
in the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note, by the
Trustee, the Note Custodian or the Depositary at the direction of the Trustee,
to reflect such reduction; and if the beneficial interest is being exchanged for
or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note, such other Global Note shall be
increased accordingly and an endorsement shall be made on such Global Note, by
the Trustee, the Note Custodian or by the Depositary at the direction of the
Trustee, to reflect such increase.

                  (i) General Provisions Relating to Transfers and Exchanges.

                           (i) To permit registrations of transfers and
         exchanges, subject to Section 2.06, the Company shall execute and, upon
         the Company's order, the Trustee shall authenticate Global Notes and
         Definitive Notes at the Registrar's request.

                           (ii) No service charge shall be made to a holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, 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
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 3.06, 4.10, 4.15 and 9.05
         hereof).



                                       38
<PAGE>

                           (iii) The Registrar shall not be required to register
         the transfer or exchange of any Note selected for redemption in whole
         or in part, except the unredeemed portion of any Note being redeemed in
         part.

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

                           (v) The Company and the Registrar shall not be
         required (A) to issue, to register the transfer of or to exchange Notes
         during a period beginning at the opening of business 15 days before the
         day of any selection of Notes for redemption under Section 3.02 hereof
         and ending at the close of business on the day of selection, (B) to
         register the transfer of or to exchange any Note so selected for
         redemption in whole or in part, except the unredeemed portion of any
         Note being redeemed in part, (C) to register the transfer of or to
         exchange a Note between a record date and the next succeeding Interest
         Payment Date or (D) to register the transfer of a Note other than in
         denominations of $1,000 or multiple integrals thereof.

                           (vi) Prior to due presentment for the registration of
         a transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest on such Notes and for all other purposes, and
         none of the Trustee, any Agent or the Company shall be affected by
         notice to the contrary.

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

                           (viii) All certifications, certificates and Opinions
         of Counsel required to be submitted to the Registrar pursuant to this
         Section 2.06 to effect a transfer or exchange may be submitted by
         facsimile.

                           (ix) The Trustee and the Registrar shall have no
         obligation or duty to monitor, determine or inquire as to whether any
         Person is or is not a Person described in clauses (1), (2) and (3) of
         each of Sections 2.06(b)(iv)(A), 2.06(c)(iii)(A), 2.06(d)(ii)(A),
         2.06(e)(ii)(A) and 2.06(f) hereof or under applicable law (other than
         the TIA) with respect to any transfer of any interest in any Note
         (including any transfers between or among Participants or beneficial
         owners of interests in any Global Note) other than to require delivery
         of such certificates and other documentation or evidence as are
         expressly required by, and to do so if and when expressly required by
         the terms of, this Indenture, and to examine the same to determine
         substantial compliance as to form with the express requirements hereof.



                                       39
<PAGE>

SECTION 2.07. Replacement Notes.

         If any mutilated Note is surrendered to the Trustee or the Company, or
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and the Trustee, upon the written
order of the Company signed by one Officer of the Company, shall authenticate a
replacement Note if the Trustee's requirements are met. If required by the
Trustee or the Company, an indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee and any Agent from any loss that any of them may suffer if
a Note is replaced. The Company and the Trustee may charge for their respective
expenses in replacing a Note. If, after the delivery of such replacement Note, a
bona fide purchaser of the original Note in lieu of which such replacement Note
was issued presents for payment or registration such original Note, the Trustee
shall be entitled to recover such replacement Note from the Person to whom it
was delivered or any Person taking therefrom, except a bona fide purchaser, and
shall be entitled to recover upon the security or indemnity provided therefor to
the extent of any loss, damage, cost or expense incurred by the Company, the
Trustee and any Agent in connection therewith.

         Subject to the provisions of the final sentence of the preceding
paragraph of this Section 2.07, every replacement Note is an additional
obligation of the Company and shall be entitled to all of the benefits of this
Indenture equally and proportionately with all other Notes duly issued
hereunder.

SECTION 2.08. Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note.

         If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

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

         If the Paying Agent (other than the Company, a Subsidiary of the
Company or an Affiliate of any thereof) holds, on a redemption date or maturity
date, money sufficient to pay Notes payable on that date, then on and after that
date such Notes shall be deemed to be no longer outstanding and shall cease to
accrue interest and Liquidated Damages, if any.

SECTION 2.09. Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with



                                       40
<PAGE>

the Company, shall be considered as though not outstanding, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Notes that a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded. Notwithstanding the
foregoing, Notes that the Company, a Subsidiary of the Company or an Affiliate
of the Company offers to purchase or acquires pursuant to an offer, exchange
offer, tender offer or otherwise shall not be deemed to be owned by the Company,
such Subsidiary or such Affiliate until legal title to such Notes passes to the
Company, such Subsidiary or such Affiliate, as the case may be.

SECTION 2.10. Temporary Notes.

         Until Definitive Notes are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Notes upon a written order of the
Company signed by one Officer of the Company. Temporary Notes shall be
substantially in the form of Definitive Notes but may have variations that the
Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate Definitive Notes in exchange for temporary
Notes.

         Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

SECTION 2.11. Cancellation.

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

SECTION 2.12. Defaulted Interest.

         If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall promptly notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment. The Company shall fix or cause to be fixed
each such special record date and payment date, provided that no such special
record date shall be less than 10 days prior to the related payment date for
such defaulted interest. At least 15 days before the special record date, the
Company (or, upon the written request of the Company, the Trustee in the name
and at the expense of the Company) shall mail or cause to be mailed to Holders a
notice that states the special record date, the related payment date and the
amount of such interest to be paid.



                                       41
<PAGE>

SECTION 2.13. CUSIP Numbers.

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

                                   ARTICLE III
                            REDEMPTION AND PREPAYMENT

SECTION 3.01. Notices to Trustee.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 45 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed, (iv) the redemption price and (v) that the
redemption price will be deposited with the Trustee in immediately available
funds no later than 10:00 a.m., New York City time, on the redemption date.

SECTION 3.02. Selection of Notes to be Redeemed.

         If less than all of the Notes are to be redeemed at any time, selection
of Notes for redemption shall be made by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which the
Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot
or in accordance with any other method the Trustee considers fair and
appropriate; provided that no Notes of $1,000 or less shall be redeemed in part.
In the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

         The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000.
Except as provided in the preceding sentence, provisions of this Indenture that
apply to Notes called for redemption also apply to portions of Notes called for
redemption.

         The provisions of the two preceding paragraphs of this Section 3.02
shall not apply with respect to any redemption affecting only a Global Note,
whether such Global Note is to be



                                       42
<PAGE>

redeemed in whole or in part. In case of any such redemption in part, the
unredeemed portion of the principal amount of the Global Note shall be in an
authorized denomination.

SECTION 3.03. Notice of Redemption.

         Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

         The notice shall identify the Notes (including CUSIP numbers) to be
redeemed and shall state:

                  (a) the redemption date;

                  (b) the redemption price;

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

                  (d) the name and address of the Paying Agent;

                  (e) that Notes called for redemption must be surrendered to
the Paying Agent to collect the redemption price;

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

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

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

         If any of the Notes to be redeemed is in the form of a Global Note,
then the Company shall modify such notice to the extent necessary to accord with
the Applicable Procedures of the Depositary applicable to such redemption.

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



                                       43
<PAGE>

SECTION 3.04. Effect of Notice of Redemption.

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

SECTION 3.05. Deposit of Redemption Price.

         No later than 10:00 a.m. New York City Time on the redemption date, the
Company shall deposit with the Trustee or with the Paying Agent immediately
available funds sufficient to pay the redemption price of and accrued interest
and Liquidated Damages, if any, on all Notes to be redeemed on that date. The
Trustee or the Paying Agent shall promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued interest and
Liquidated Damages, if any, on, all Notes to be redeemed.

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

SECTION 3.06. Notes Redeemed in Part.

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

SECTION 3.07. Optional Redemption.

                  (a) Except as set forth in clause (b) of this Section 3.07,
the Notes shall not be redeemable at the Company's option prior to November 1,
2005. Thereafter, the Notes will be subject to redemption at any time or from
time to time at the option of the Company, in whole or in part, upon not less
than 30 nor more than 60 days' notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Liquidated Damages, if any, thereon, if any, to the applicable
redemption date, if redeemed during the twelve-month period beginning on
November 1 of the years indicated below:

<Table>
<Caption>
     YEAR                                                 PERCENTAGE
<S>                                                       <C>
     2005...................................               104.813%
     2006...................................               102.406%
     2007 and thereafter....................                   100%
</Table>



                                       44
<PAGE>

                  (b) Notwithstanding the foregoing, at any time or from time to
time before November 1, 2004, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued under this
Indenture at a redemption price of 109.625% of the principal amount thereof,
plus accrued and unpaid interest, if any, and Liquidated Damages, if any,
thereon, to the redemption date, with the net cash proceeds of any one or more
Equity Offerings; provided that at least 65% of the aggregate principal amount
of Notes issued under this Indenture remain outstanding immediately after each
occurrence of such redemption; and provided, further, that each such redemption
shall occur within 90 days of the date of the closing of such Equity Offering.

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

SECTION 3.08. Mandatory Redemption.

         The Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes. However, pursuant to Sections
3.09, 4.10 and 4.15 hereof, under certain circumstances, the Company may be
required to offer to purchase the Notes.

SECTION 3.09. Offer to Purchase by Application of Excess Proceeds.

         In the event that, pursuant to Section 4.10 hereof, the Company shall
be required to commence an offer to all Holders to purchase Notes (an "Asset
Sale Offer"), it shall follow the procedures specified below.

         The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period"). No later than five
Business Days after the termination of the Offer Period (the "Purchase Date"),
the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof (the "Offer Amount") or, if less than
the Offer Amount has been tendered, all Notes validly tendered in response to
the Asset Sale Offer. Payment for any Notes so purchased shall be made in the
same manner as interest payments are made.

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

         Upon the commencement of an Asset Sale Offer, the Company shall send,
by first class mail, a notice to each of the Holders, with a copy to the
Trustee. The notice shall contain all instructions and materials necessary to
enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset
Sale Offer shall be made to all Holders. The notice, which shall govern the
terms of the Asset Sale Offer, shall state:



                                       45
<PAGE>

                  (a) that the Asset Sale Offer is being made pursuant to this
Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer
shall remain open;

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

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

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

                  (e) that Holders electing to have a Note purchased pursuant to
an Asset Sale Offer may only elect to have all of such Note purchased and may
not elect to have only a portion of such Note purchased;

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

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

                  (h) that, if the aggregate principal amount of Notes
surrendered by Holders exceeds the Offer Amount, the Trustee shall select the
Notes to be purchased on a pro rata basis (with such adjustments as may be
deemed appropriate by the Trustee so that only Notes in denominations of $1,000,
or integral multiples thereof, shall be purchased); and

                  (i) that Holders whose Notes were purchased only in part shall
be issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered (or transferred by book-entry transfer).

         If any of the Notes subject to an Asset Sale Offer is in the form of a
Global Note, then the Company shall modify such notice to the extent necessary
to accord with the Applicable Procedures of the Depositary applicable to such
repurchases.

         On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
and shall deliver to the Trustee an Officers' Certificate stating that such
Notes or portions thereof were accepted for payment by the Company in accordance
with the terms of this Section 3.09. The Company, the depositary (if any, and as
referred to in clause (f) above of this Section 3.09) or the Paying Agent, as
the case may be, shall promptly (but in



                                       46
<PAGE>

any case not later than five days after the Purchase Date) mail or deliver to
each tendering Holder an amount equal to the purchase price of the Notes
tendered by such Holder and accepted by the Company for purchase, and the
Company shall promptly issue a new Note, and the Trustee, upon written request
from the Company, shall authenticate and make available for delivery such new
Note to such Holder, in a principal amount equal to any unpurchased portion of
the Note surrendered. Any Note not so accepted shall be promptly mailed or
delivered by the Company to the Holder thereof. The Company shall publicly
announce the results of the Asset Sale Offer on the Purchase Date.

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

                                   ARTICLE IV
                                    COVENANTS

SECTION 4.01. Payment of Notes.

         The Company shall pay or cause to be paid the principal of, and
premium, if any, interest and Liquidated Damages, if any, on, the Notes on the
dates and in the manner provided in the Notes. Principal, premium, if any,
interest and Liquidated Damages, if any, shall be considered paid on the date
due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 10:00 a.m. New York City Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, interest and Liquidated Damages, if any, then
due. The Company shall pay all Liquidated Damages, if any, in the same manner on
the dates and in the amounts set forth in the corresponding Registration Rights
Agreement.

         The Company shall pay interest (including post-petition interest in any
proceeding under the Bankruptcy Code) on overdue principal at the rate borne on
the Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under the Bankruptcy Code) on overdue installments of
interest and Liquidated Damages, if any, (without regard to any applicable grace
period) at the same rate to the extent lawful.

SECTION 4.02. Maintenance of Office or Agency.

         The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be presented or
surrendered for payment, where Notes may be surrendered for registration of
transfer or for exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Company shall give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee.



                                       47
<PAGE>

         The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company shall 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.

         The Company hereby designates the office of the Trustee at 100 Wall
Street, 16th Floor, New York, New York, 10005, as one such office or agency of
the Company in accordance with Section 2.03 hereof.

SECTION 4.03. Reports.

                  (a) Whether or not required by the rules and regulations of
the SEC, so long as any Notes are outstanding, the Company shall furnish to each
of the Holders of Notes, beginning with annual financial information for the
year ended December 31, 2001, (i) all quarterly and annual financial information
with respect to the Company and its Subsidiaries that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were
required to file such forms, including a "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and, with respect to the
annual information only, a report thereon by the Company's independent public
accountants and (ii) all current reports that would be required to be filed with
the SEC on Form 8-K if the Company were required to file such reports. All such
information and reports shall be mailed or otherwise delivered to the Holders of
Notes within 15 days after the dates on which such filings would have been
required to be made had the Company been subject to the rules and regulations of
the SEC. The Company shall at all times comply with TIA Section 314(a).

                  (b) For so long as any Initial Notes remain outstanding, the
Company shall furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.

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

SECTION 4.04. Compliance Certificate.

                  (a) The Company shall deliver to the Trustee, within 90 days
after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default



                                       48
<PAGE>

in the performance or observance of any of the terms, provisions and conditions
of this Indenture (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he or she may have
knowledge and what action the Company is taking or proposes to take with respect
thereto) and that to the best of his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of
or interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

                  (b) So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
year-end financial statements delivered pursuant to Section 4.03(a) above shall
be accompanied by a written statement of the Company's independent public
accountants that in making the examination necessary for certification of such
financial statements, nothing has come to their attention that would lead them
to believe that the Company has violated any provisions of Article IV or Article
V hereof or, if any such violation has occurred, specifying the nature and
period of existence thereof, it being understood that such accountants shall not
be liable directly or indirectly to any Person for any future knowledge of any
such violation.

                  (c) The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith upon any executive Officer having
knowledge that an event or circumstance constitutes a Default or an Event of
Default and that such event or circumstance has occurred and is existing, an
Officers' Certificate specifying such Default or Event of Default and what
action the Company is taking or proposes to take with respect thereto.

SECTION 4.05. Taxes.

         The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, charges, assessments, and governmental
levies except such as are contested in good faith and, if required, by
appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders of the Notes.

SECTION 4.06. Waiver of Stay, Extension and Usury Laws.

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

SECTION 4.07. Restricted Payments.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make
any other payment or distribution on account of the Company's or any of its
Restricted Subsidiaries' Equity Interests (including,



                                       49
<PAGE>

without limitation, any payment in connection with any merger or consolidation
involving the Company or any of its Restricted Subsidiaries) or to the direct or
indirect holders of the Company's or any of its Restricted Subsidiaries' Equity
Interests in their capacity as such, in each case other than dividends or
distributions declared or paid in Equity Interests (other than Disqualified
Stock) of the Company or declared or paid to the Company or any of its
Restricted Subsidiaries; (ii) purchase, redeem or otherwise acquire or retire
for value (including without limitation, in connection with any merger or
consolidation involving the Company) any Equity Interests of the Company (other
than any such Equity Interests owned by a Restricted Subsidiary of the Company);
(iii) make any payment to purchase, redeem, defease or otherwise acquire or
retire for value any Indebtedness that is subordinated to the Notes, except a
payment of interest or principal at its Stated Maturity; or (iv) make any
Investment other than a Permitted Investment (all such payments and other
actions set forth in clauses (i) through (iv) above being collectively referred
to as "Restricted Payments"), unless, at the time of and after giving effect to
such Restricted Payment:

                  (a) no Default or Event of Default shall have occurred and be
         continuing; and

                  (b) the Company would, at the time of such Restricted Payment
         and after giving pro forma effect thereto as if such Restricted Payment
         had been made at the beginning of the applicable four-quarter period,
         have been permitted to incur at least $1.00 of additional Indebtedness
         pursuant to the Fixed Charge Coverage Ratio test set forth in the first
         paragraph of Section 4.09; and

                  (c) such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments made by the Company or any of
         its Restricted Subsidiaries after the Issue Date (excluding Restricted
         Payments permitted by clauses (ii), (iii), (iv), (v), (vi), (viii) or
         (x) of the next succeeding paragraph), is less than the sum of (1) 50%
         of the Consolidated Net Income of the Company for the period (taken as
         one accounting period) from the beginning of the first fiscal quarter
         commencing immediately prior to the Issue Date to the end of the
         Company's most recently ended fiscal quarter for which internal
         financial statements are available at the time of such Restricted
         Payment (or, if such Consolidated Net Income for such period is a loss,
         less 100% of such loss), plus (2) 100% of the aggregate net cash
         proceeds, or the Fair Market Value of assets or property other than
         cash, received by the Company from the issue or sale, in either case,
         since the Issue Date of (A) Equity Interests of the Company (other than
         Disqualified Stock), or (B) Disqualified Stock or debt securities of
         the Company that have been converted into, or exchanged for, such
         Equity Interests, together with the aggregate cash received at the time
         of such conversion or exchange, or received by the Company from any
         such conversion or exchange of such debt securities sold or issued
         prior to the Issue Date other than Equity Interests (or Disqualified
         Stock or convertible or exchangeable debt securities) sold to a
         Restricted Subsidiary of the Company and other than Disqualified Stock
         or debt securities that have been converted or exchanged into
         Disqualified Stock, plus (3) in case any Unrestricted Subsidiary has
         been redesignated a Restricted Subsidiary pursuant to the terms hereof
         or has been merged, consolidated or amalgamated with or into, or
         transfers or conveys assets to or is liquidated into, the Company or a
         Restricted Subsidiary and provided that no Default or Event of Default
         shall have occurred and be continuing or would occur as a consequence
         thereof, the lesser



                                       50
<PAGE>

         of (A) the book value (determined in accordance with GAAP) at the date
         of such redesignation, combination or transfer of the aggregate
         Investments made by the Company and its Restricted Subsidiaries in such
         Unrestricted Subsidiary (or of the assets transferred or conveyed, as
         applicable) and (B) the fair market value of such Investment in such
         Unrestricted Subsidiary at the time of such redesignation, combination
         or transfer (or of the assets transferred or conveyed, as applicable),
         in each case as determined in good faith by the Board of Directors of
         the Company, whose determination shall be conclusive and evidenced by a
         resolution of such Board and, in each case, after deducting any
         Indebtedness of the Unrestricted Subsidiary so designated or combined
         or with the assets so transferred or conveyed, plus (4) to the extent
         not already included in Consolidated Net Income for such period, (A) if
         any Restricted Investment that was made by the Company or any
         Restricted Subsidiary after the Issue Date is sold for cash or
         otherwise liquidated or repaid for cash, the cash return of capital
         with respect to such Restricted Investment resulting from such sale or
         disposition (less the cost of disposition, if any) and (B) with respect
         to any Restricted Investment that was made by the Company or any
         Restricted Subsidiary after the Issue Date, the net reduction in such
         Restricted Investment resulting from payments of interest, dividends,
         principal repayments and other transfers and distributions of cash,
         assets or property, in an amount not to exceed the aggregate amount of
         such Restricted Investment.

         The foregoing provisions shall not prohibit: (i) the payment of any
dividend within 60 days after the date of declaration thereof, if at said date
of declaration such payment would have complied with the provisions hereof; (ii)
the redemption, repurchase, retirement, defeasance or other acquisition, prior
to its Stated Maturity, of any (y) Indebtedness (or portion thereof) which is
subordinated to the Notes, or the making of any principal payment thereon, or
(z) Equity Interests of the Company or any Restricted Subsidiary, in each case
in exchange for, or out of the net cash proceeds of the substantially concurrent
sale or issuance (a sale or issuance will be deemed substantially concurrent if
such redemption, repurchase, retirement or acquisition occurs not more than 30
days after such sale or issuance) (other than to a Restricted Subsidiary of the
Company) of, Equity Interests of the Company (other than any Disqualified
Stock), provided that the amount of any such net cash proceeds that are utilized
for any such redemption, repurchase, retirement, defeasance or other
acquisition, or payments, shall be excluded from clause (c)(2) of the preceding
paragraph; (iii) the making of any principal payment on, or the defeasance,
redemption, repurchase or other acquisition of, prior to its Stated Maturity,
Indebtedness which is subordinated to the Notes with the net cash proceeds from
an incurrence of, or in exchange for the issuance of, Permitted Refinancing
Indebtedness; (iv) the payment of any dividend or distribution by a Restricted
Subsidiary of the Company to the holders of its Equity Interests (other than
Disqualified Stock) on a pro rata basis; (v) the repurchase, redemption or other
acquisition or retirement for value of any Equity Interests of the Company or
any Restricted Subsidiary of the Company held by any current or former officer,
employee or director of the Company (or any of its Subsidiaries) pursuant to the
terms of agreements (including employment agreements) and plans approved by the
Company's Board of Directors, including any management equity plan or stock
option plan or any other management or employee benefit plan, agreement or
trust, provided, however, that the aggregate price paid for all such
repurchased, redeemed, acquired or retired Equity Interests pursuant to this
clause (v) shall not exceed the sum of (y) $2,000,000 in any twelve-month period
and (z) the aggregate net proceeds received by the Company during such 12-month
period from issuance of such Equity



                                       51
<PAGE>

Interests pursuant to such agreements or plans; (vi) repurchases of Equity
Interests deemed to occur upon the cashless exercise of stock options; (vii) the
purchase, redemption, defeasance or retirement, in each case prior to its Stated
Maturity, of any Indebtedness that is subordinated to the Notes in right of
payment by payments out of Excess Proceeds remaining after completion of an
Asset Sale Offer, provided that (x) any payments made or value given for such
purchase, redemption, defeasance or retirement shall be made out of, or shall
not be in excess of, any Excess Proceeds remaining after completion of an Asset
Sale Offer (but for the provision of the last sentence under Section 4.10
hereof) and (y) the Company would, at the time of such payment and after giving
pro forma effect thereto as if such payment had been made at the beginning of
the applicable four-quarter period, have been permitted to incur at least $1.00
of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in the first paragraph of Section 4.09 hereof; (viii) reasonable and
customary directors' fees to the members of the Company's Board of Directors,
provided that such fees are consistent with past practice or current
requirements; (ix) the purchase by the Company of fractional shares arising out
of stock dividends, splits or combinations or business combinations; and (x)
other Restricted Payments in an aggregate principal amount since the Issue Date
not to exceed $50,000,000; provided, further, that, with respect to clauses
(ii), (iii), (v), (vi), (vii), (viii) and (x) above, no Default or Event of
Default shall have occurred and be continuing.

         In determining whether any Restricted Payment is permitted by this
Section 4.07, the Company may allocate or reallocate all or any portion of such
Restricted Payment among the clauses (i) through (x) of the preceding paragraph
or among such clauses and the first paragraph of this Section 4.07 including
clauses (a), (b) and (c), provided that at the time of such allocation or
reallocation, all such Restricted Payments, or allocated portions thereof, would
be permitted under this Section 4.07.

         The amount of all Restricted Payments (other than cash) shall be the
Fair Market Value (as determined by the Board of Directors of the Company and as
evidenced by a resolution of the Board of Directors of the Company set forth in
an Officers' Certificate delivered to the Trustee) on the date of the transfer,
incurrence or issuance of such non-cash Restricted Payment. Not later than (i)
the end of any calendar quarter in which any Restricted Payment is made or (ii)
the making of a Restricted Payment which, when added to the sum of all previous
Restricted Payments made in a calendar quarter, would cause the aggregate of all
Restricted Payments made in such quarter to exceed $10,000,000, the Company
shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payments were permitted and setting forth the basis upon which the
calculations required by this Section 4.07 were computed, which calculations may
be based upon the Company's latest available financial statements.

         The Board of Directors may designate any Unrestricted Subsidiary to be
a Restricted Subsidiary only if (i) immediately after giving effect to such
designation, the Company could incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test under the first paragraph of
Section 4.09 hereof; (ii) immediately before and immediately after giving effect
to such designation, no Default or Event of Default shall have occurred and be
continuing; and (iii) the Company certifies that such designation complies with
this covenant. Any such designation by the Board of Directors shall be evidenced
by the Company promptly filing with the Trustee a copy of the resolution giving
effect to such designation and an Officers' Certificate certifying that such
designation complied with the foregoing provisions.



                                       52
<PAGE>

         The Board of Directors may designate any Subsidiary of the Company to
be an Unrestricted Subsidiary under the circumstances and pursuant to the
requirements described in the definition of "Unrestricted Subsidiary," which
requirements include that such designation will be made in compliance with this
covenant. For purposes of making the determination as to whether such
designation would be made in compliance with this covenant, all outstanding
Investments by the Company and its Restricted Subsidiaries (except to the extent
repaid in cash) in the Subsidiary so designated will be deemed to be Restricted
Payments at the time of such designation and will reduce the amount available
for Restricted Payments under the first paragraph of this Section 4.07. All such
outstanding Investments will be deemed to constitute Investments in an amount
equal to the greatest of (i) the net book value (determined in accordance with
GAAP) of such Investments at the time of such designation, (ii) the Fair Market
Value of such Investments at the time of such designation and (iii) the original
Fair Market Value of such Investments at the time they were made.

         If, at any time, any Unrestricted Subsidiary would fail to meet the
foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes hereof, and any Indebtedness of
such Subsidiary shall be deemed to be incurred as of such date.

SECTION 4.08. Dividend and Other Payment Restrictions Affecting Subsidiaries.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary of the Company or the Company to: (i) (x) pay dividends or
make any other distributions to the Company or any of its Restricted
Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest
or participation in, or measured by, its profits, or (y) pay any Indebtedness
owed to the Company or any of its Restricted Subsidiaries; (ii) make loans or
advances to the Company or any of its Restricted Subsidiaries; or (iii) transfer
any of its properties or assets to the Company or any of its Restricted
Subsidiaries. However the preceding restrictions will not apply to encumbrances
or restrictions existing under or by reason of: (a) agreements in effect on the
Issue Date and any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings (collectively, for the
purposes of this Section 4.08, "amendments") of any such agreements or any
Existing Indebtedness to which such agreements relate, provided that such
amendments are no more restrictive with respect to such dividend, distribution
or other payment restrictions and loan or investment restrictions than those
contained in such agreement, as in effect on the Issue Date; (b) any Credit
Facility in effect after the Issue Date to the extent its provisions are no more
restrictive with respect to such dividend, distribution or other payment
restrictions and loan or investment restrictions than those contained in the
Senior Credit Facility as in effect on the Issue Date; (c) this Indenture, the
Notes, the Exchange Notes and the Subsidiary Guarantees, or any other indenture
governing debt securities issued by the Company or any Guarantor that are no
more restrictive with respect to such dividend, distribution or other payment
restrictions and loan or investment restrictions than those contained herein and
the Notes; (d) any future Liens that may be permitted to be granted under, or
incurred not in violation of, any other provisions hereof; (e) applicable law;
(f) any instrument governing Indebtedness or Capital Stock, or any other
agreement relating to any property or assets, of a Person acquired by the
Company or any of its Restricted Subsidiaries as in effect at the time of



                                       53
<PAGE>

such acquisition (except with respect to Indebtedness incurred in connection
with or in contemplation of such acquisition), which encumbrance or restriction
is not applicable to any Person, or the properties or assets of any Person,
other than the Person, or the property or assets of the Person or such Person's
subsidiaries, so acquired, provided that, in the case of Indebtedness, such
Indebtedness was permitted by the terms hereof to be incurred; (g) restrictions
of the nature described in clause (iii) above by reason of customary
non-assignment provisions in contracts, agreements, licenses and leases entered
into in the ordinary course of business; (h) purchase money obligations for
property acquired in the ordinary course of business that impose restrictions of
the nature described in clause (iii) above on the property so acquired; (i) any
restriction with respect to a Restricted Subsidiary of the Company imposed
pursuant to an agreement entered into for the sale or disposition of all or
substantially all of the Capital Stock or assets of such Restricted Subsidiary
pending the closing of such sale or disposition; (j) agreements relating to
secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09
hereof, and not in violation of Section 4.12 hereof, that limit the right of the
debtor to dispose of assets securing such Indebtedness; (k) Permitted
Refinancing Indebtedness in respect of Indebtedness referred to in clauses (a),
(b), (c), (f), (h) and (j) of this paragraph, provided that the restrictions
contained in the agreements governing such Permitted Refinancing Indebtedness
are no more restrictive with respect to such dividend, distribution or other
payment restrictions and loan or investment restrictions than those contained in
the agreements governing the Indebtedness being refinanced; and (l) provisions
with respect to the disposition or distribution of assets in joint venture
agreements and other similar agreements entered into in the ordinary course of
business.

SECTION 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), other than Permitted Debt, and the Company shall not issue, and shall not
permit any of its Restricted Subsidiaries to issue, any Disqualified Stock;
provided, however, that the Company or any Guarantor may incur Indebtedness
(including Acquired Debt) or the Company or any Guarantor may issue shares of
Disqualified Stock if the Company's Fixed Charge Coverage Ratio for the
Company's most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock is issued would
have been at least 2.00 to 1, determined on a pro forma basis (including a pro
forma application of the net proceeds therefrom), as if such additional
Indebtedness had been incurred, or such Disqualified Stock had been issued, as
the case may be, at the beginning of such four-quarter period.

         The provisions of the first paragraph of this Section 4.09 shall not
apply to the incurrence of any Permitted Debt. Accrual of interest, the
accretion of accreted value and the payment of interest in the form of
additional Indebtedness will not be deemed to be an incurrence of Indebtedness
for purposes of this Section 4.09.

         In the case an Unrestricted Subsidiary incurs Non-Recourse Indebtedness
and any such Non-Recourse Indebtedness ceases to be Non-Recourse Indebtedness of
such Unrestricted



                                       54
<PAGE>

Subsidiary, then such event shall be deemed to constitute an incurrence of
Indebtedness by a Restricted Subsidiary that is subject to this Section 4.09.

         For purposes of determining compliance with this Section 4.09, in the
event that an item of Indebtedness (including Acquired Debt) meets the criteria
of more than one of the categories of Permitted Debt described above or is
entitled to be incurred pursuant to the first paragraph of this Section 4.09,
the Company will, in its sole discretion, classify (or later reclassify) in
whole or in part such item of Indebtedness in any manner that complies with this
Section 4.09 and such item of Indebtedness or a portion thereof may be
classified (or later reclassified) in whole or in part as having been incurred
under more than one of the applicable clauses or pursuant to the first paragraph
of this Section 4.09.

SECTION 4.10. Asset Sales.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless (i) the Company or the
Restricted Subsidiary, as the case may be, receives consideration at the time of
the Asset Sale at least equal to the fair market value (which, in the case of an
Asset Sale for consideration exceeding $20,000,000, shall be determined in good
faith by the Company's Board of Directors) of the assets or Equity Interests
issued or sold or otherwise disposed of and (ii) at least 75% of the
consideration therefor received by the Company or the Restricted Subsidiary is
in the form of, or any combination of, (A) cash or Cash Equivalents, (B) the
assumption of any liabilities (as shown on the Company's or the Restricted
Subsidiary's most recent balance sheet) of the Company or any Restricted
Subsidiary of the Company (other than liabilities that are by their terms
subordinated to the Notes or any Subsidiary Guarantee) by the transferee of any
such assets pursuant to a customary novation agreement that releases the Company
or the Restricted Subsidiary from further liability, (C) any securities, notes
or other obligations received by the Company or any such Restricted Subsidiary
from such transferee that are converted by the Company or the Restricted
Subsidiary into cash or Cash Equivalents within 60 days following their receipt
(to the extent of cash or Cash Equivalents received) and (D) assets or rights
used or useful in a Permitted Business; provided, that any Asset Sale pursuant
to a condemnation, appropriation or other similar taking, including by deed in
lieu of condemnation, or pursuant to the foreclosure or other enforcement of a
Lien incurred not in violation of Section 4.12 hereof or exercise by the related
lienholder of rights with respect thereto, including by deed or assignment in
lieu of foreclosure shall not be required to satisfy the conditions set forth in
clauses (i) and (ii) of this paragraph.

         Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company or the Restricted Subsidiary, as the case may be, may apply
such Net Proceeds, at its option, (a) to repay, repurchase or redeem Senior
Debt, (b) to acquire a controlling interest in another business or all or
substantially all of the assets of a business, in each case engaged in a
Permitted Business, (c) to make capital expenditures, or (d) to acquire other
non-current assets to be used in a Permitted Business, including, without
limitation, assets or Investments of the nature or type described in clause (m)
of the definition of "Permitted Investments" provided, that the Company or the
Restricted Subsidiary will have complied with clause (b) or (c) if, within 365
days of such Asset Sale, the Company or the Restricted Subsidiary shall have
commenced and not completed or abandoned an expenditure or Investment, or a
binding agreement with respect to an expenditure or Investment, in compliance
with clause (b) or (c), and that expenditure or



                                       55
<PAGE>

Investment is substantially completed within a date one year and six months
after the date of the Asset Sale. Pending the final application of any such Net
Proceeds, the Company may temporarily reduce Indebtedness under any Credit
Facility or otherwise expend or invest such Net Proceeds in any manner that is
not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not
applied or invested as provided in the first sentence of this paragraph shall be
deemed to constitute "Excess Proceeds." When the aggregate amount of Excess
Proceeds exceeds $15,000,000, the Company shall be required to make an offer to
all Holders of Notes and holders of each other Indebtedness that ranks by its
terms pari passu in right of payment with the Notes and the terms of which
contain substantially similar requirements with respect to the application of
net proceeds from asset sales as are contained herein (an "Asset Sale Offer") to
purchase on a pro rata basis (with the Excess Proceeds prorated between the
Holders and such holders of pari passu Indebtedness based upon outstanding
aggregate principal amounts) the maximum principal amount of the Notes, that is
an integral multiple of $1,000, that may be purchased out of the prorated Excess
Proceeds, at an offer price in cash in an amount equal to 100% of the principal
amount thereof plus accrued and unpaid interest and Liquidated Damages thereon,
if any, to the date of purchase, in accordance with the procedures set forth in
Section 3.09 hereof. To the extent that the aggregate amount of Notes and other
Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Company and its Restricted Subsidiaries may use any remaining
Excess Proceeds for general corporate purposes and any other purpose not
prohibited by this Indenture. If the aggregate principal amount of Notes
surrendered by Holders thereof exceeds the amount of the prorated Excess
Proceeds, the Trustee shall select the Notes to be purchased on a pro rata
basis. Upon completion of the offer to purchase, the amount of Excess Proceeds
shall be reset at zero.

SECTION 4.11. Transactions with Affiliates.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, make any payment to, or sell, lease,
transfer or otherwise dispose of any properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate of any such Person (each of the foregoing, an
"Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms that
are no less favorable to the Company or the relevant Restricted Subsidiary than
those that could have been obtained in a transaction by the Company or such
Restricted Subsidiary with an unrelated Person; and (ii) the Company delivers to
the Trustee: (a) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of at least
$5,000,000, an Officers' Certificate certifying that such Affiliate Transaction
complies with clause (i) above; (b) with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate consideration in
excess of $20,000,000, a resolution of its Board of Directors set forth in an
Officers' Certificate certifying that such Affiliate Transaction complies with
clause (i) above and that such Affiliate Transaction has been approved by a
majority of the disinterested members of its Board of Directors; and (c) with
respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $30,000,000 and for which there
are no disinterested members of its Board of Directors, an opinion as to the
fairness to the Company of such Affiliate Transaction from a financial point of
view issued by an Independent Financial Advisor; provided that none of the
following shall be deemed to be Affiliate Transactions and therefore shall not
be subject to the provisions of this Section 4.11: (1)



                                       56
<PAGE>

Affiliate Transactions involving the purchase or sale of crude oil, natural gas
and other hydrocarbons, and refined products therefrom, in the ordinary course
of any Permitted Business, so long as such transactions are priced in line with
industry accepted benchmark prices and the pricing of such transactions are
equivalent to the pricing of comparable transactions with unrelated third
parties; (2) any employment, equity award, equity option or equity appreciation
agreement or plan, agreement or other similar compensation plan or arrangement
entered into by the Company or any of its Restricted Subsidiaries in the
ordinary course of its business; (3) transactions between or among (A) the
Company and its Restricted Subsidiaries and (B) the Restricted Subsidiaries; (4)
the performance of any agreement in effect on the Issue Date; (5) loans or
advances to officers, directors and employees for moving, entertainment and
travel expenses, drawing accounts and similar expenditures and other purposes,
in each case in the ordinary course of business; (6) maintenance in the ordinary
course of business of customary benefit programs or arrangements for employees,
officers or directors, including vacation plans, health and life insurance
plans, deferred compensation plans and retirement or savings plans and similar
plans; (7) fees and compensation paid to, and indemnity provided on behalf of,
officers, directors, employees or consultants of the Company or any of its
Restricted Subsidiaries in their capacity as such, to the extent such fees and
compensation are reasonable and customary; (8) sales of Equity Interests of the
Company (other than Disqualified Stock) to Affiliates of the Company or any of
its Restricted Subsidiaries; and (9) Restricted Payments that are permitted by
Section 4.07 hereof.

SECTION 4.12. Liens.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien that secures obligations under any Indebtedness which is pari
passu with or subordinated to the Notes, unless the Notes are equally and
ratably secured with the obligations so secured or until such time as such
obligations are no longer secured by a Lien.

SECTION 4.13. Business Activities.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, engage in any business other than a Permitted Business, except
to such extent as would not be material to the Company and its Restricted
Subsidiaries taken as a whole.

SECTION 4.14. Corporate Existence.

         Subject to Articles V and X hereof, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence, and the corporate, partnership or other existence of each
of its Restricted Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Restricted Subsidiary; provided, however, that the Company shall not be
required to preserve the existence of any of its Restricted Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Restricted
Subsidiaries, taken as a whole.



                                       57
<PAGE>

SECTION 4.15. Offer to Repurchase upon Change of Control.

                  (a) Upon the occurrence of a Change of Control, each Holder of
Notes will have the right to require the Company to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of such Holder's Notes
pursuant to the offer described below (the "Change of Control Offer") at an
offer price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date
of purchase (the "Change of Control Payment").

         Within 30 days following any Change of Control, the Company will mail a
notice to each Holder stating: (i) the description of the transaction or
transactions that constitute the Change of Control, that the Change of Control
Offer is being made pursuant to this Section 4.15, and that all Notes validly
tendered and not withdrawn will be accepted for payment; (ii) the purchase price
and the purchase date, which shall be no earlier than 30 days and no later than
60 days from the date such notice is mailed (the "Change of Control Payment
Date"); (iii) that any Note not tendered will continue to accrue interest and
Liquidated Damages, if any; (iv) that, unless the Company defaults in the
payment of the Change of Control Payment, all Notes accepted for payment
pursuant to the Change of Control Offer shall cease to accrue interest and
Liquidated Damages, if any, after the Change of Control Payment Date; (v) that
Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender the Notes properly endorsed, with the form
entitled "Option of Holder to Elect Purchase" on the reverse of the Notes
properly completed, together with other customary documents as the Company may
reasonably request, to the Paying Agent at the address specified in the notice
prior to the close of business on the third Business Day preceding the Change of
Control Payment Date; (vi) that Holders will be entitled to withdraw their
election if the Paying Agent receives, not later than the close of business on
the second Business Day preceding the Change of Control Payment Date, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of Notes delivered for purchase, and a statement
that such Holder is withdrawing his election to have the Notes purchased; and
(vii) that Holders whose Notes are being purchased only in part will be issued
new Notes equal in principal amount to the unpurchased portion of the Notes
surrendered, which unpurchased portion must be equal to $1,000 in principal
amount or an integral multiple thereof. If any of the Notes subject to a Change
of Control Offer are in the form of a Global Note, then the Company shall modify
such notice to the extent necessary to accord with the Applicable Procedures of
the Depositary applicable to repurchases. In addition, the Company shall comply
with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of Notes as a
result of a Change of Control.

                  (b) On the Change of Control Payment Date, the Company will,
to the extent lawful, (i) accept for payment all Notes or portions thereof
properly tendered pursuant to the Change of Control Offer, (ii) deposit with the
Paying Agent in immediately available funds an amount equal to the Change of
Control Payment in respect of all Notes or portions thereof so tendered and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted
together with an Officers' Certificate stating the aggregate principal amount of
Notes or portions thereof being purchased by the Company. The Paying Agent will
promptly mail to each Holder of Notes so tendered the Change of Control Payment
for such Notes, and the Trustee will promptly



                                       58
<PAGE>

authenticate and mail (or cause to be transferred by book entry) to each Holder
a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered, if any; provided that each such new Note will be in a principal
amount of $1,000 or an integral multiple thereof. Prior to complying with the
provisions of this Section 4.15, but in any event within 90 days following a
Change of Control, the Company will either repay all of its outstanding Senior
Debt or obtain the requisite consents, if any, under all agreements governing
such outstanding Senior Debt to permit the repurchase of Notes required by this
Section 4.15. The Company will publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment
Date.

                  (c) The Change of Control provisions described above will be
applicable whether or not any other provisions of this Indenture are applicable,
except as set forth in Article VIII hereof.

                  (d) The Company will not be required to make a Change of
Control Offer upon a Change of Control if a third party makes the Change of
Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth herein applicable to a Change of Control Offer made by
the Company and purchases all Notes validly tendered and not withdrawn under
such Change of Control Offer.

SECTION 4.16. No Senior Subordinated Debt.

         Notwithstanding any other provision hereof, (i) the Company will not
incur, create, issue, assume, guarantee or otherwise become liable directly or
indirectly for any Indebtedness (including Acquired Debt) that is expressly
subordinate or junior in right of payment to any Senior Debt of the Company and
senior in any respect in right of payment to the Notes, and (ii) no Guarantor
will incur, create, issue, assume, guarantee or otherwise become liable for any
Indebtedness (including Acquired Debt) that is expressly subordinate or junior
in right of payment to any Senior Debt of a Guarantor and senior in any respect
in right of payment to the Subsidiary Guarantees, it being understood that
Indebtedness will not be considered senior to other Indebtedness solely by
reason of being secured.

SECTION 4.17. Additional Subsidiary Guarantees.

         If any Subsidiary of the Company guarantees any Indebtedness of the
Company, then such Subsidiary shall (i) execute a supplemental indenture
substantially in the form of Exhibit E hereto providing that such Subsidiary
shall become a Guarantor under this Indenture and (ii) deliver an Opinion of
Counsel to the effect that such supplemental indenture has been duly authorized
and executed by such Subsidiary; and upon (x) the release by the lenders of all
guarantees of a Guarantor guaranteeing, and all Liens on the property and assets
of such Guarantor securing, Indebtedness of the Company, or (y) a sale or other
disposition, whether in one or a series of related transactions, of all or
substantially all of the assets of any Guarantor, by way of merger,
consolidation or otherwise, or a sale or other disposition, whether in one or a
series of related transactions, of all of the Capital Stock of any Guarantor in
compliance herewith to any entity that is not the Company or a Subsidiary, then
such Guarantor and such acquiring, resulting, surviving or transferee Person
will be released and relieved of any obligations under any Subsidiary Guarantee;
provided, however, that any such termination shall occur only to the



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<PAGE>

extent that all obligations of such Guarantor under such Indebtedness and all of
its guarantees of, and under all of its pledges of assets or other security
interests which secure, Indebtedness of the Company shall also terminate upon
such release, sale or transfer and, in the event of any sale or other
disposition, delivery of an officer's certificate to the Trustee that the Net
Proceeds of such sale or other disposition will be applied in accordance with
the provisions hereof.

SECTION 4.18. Payments for Consent.

         The Company will not, and will not permit any of its Restricted
Subsidiaries, directly or indirectly to, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder of
any Notes for or as an inducement to any consent, waiver or amendment of any of
the terms or provisions of this Indenture or the Notes unless such consideration
is offered to be paid or is paid to all Holders of the Notes that consent, waive
or agree to amend in the time frame set forth in the solicitation documents
relating to such consent, waiver or agreement.

SECTION 4.19. Termination of Covenants.

         In the event that at any time (i) the rating assigned to the Notes by
each of S&P and Moody's is an Investment Grade Rating and (ii) no Default has
occurred and is continuing, the Company and its Restricted Subsidiaries will no
longer be subject to Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 5.01(iv) and
11.03(b)(iii) hereof (the "Terminated Covenants"); provided, however, that all
other provisions of this Indenture shall continue to be in full force and
effect.

                                    ARTICLE V
                                   SUCCESSORS

SECTION 5.01. Merger, Consolidation, or Sale of Assets.

         The Company will not consolidate or merge with or into (whether or not
the Company is the surviving corporation), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions, to another Person, unless (i) the
Company is the resulting, transferee or surviving Person or the Person formed by
or surviving any such consolidation or merger (if other than the Company) or to
which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made is a corporation organized or existing under the laws of
the United States, any state thereof or the District of Columbia; (ii) the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or the Person to whom such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made assumes all the obligations
and covenants of the Company under the Notes and this Indenture pursuant to a
supplemental indenture in a form reasonably satisfactory to the Trustee; (iii)
immediately before and after such transaction no Default or Event of Default
shall have occurred and be continuing; and (iv) except in the case of a merger
of the Company with or into a Restricted Subsidiary, the Company or the Person
formed by or surviving any such consolidation or merger (if other than the
Company), or to whom such sale, assignment, transfer, lease, conveyance or other
disposition shall have been



                                       60
<PAGE>

made will, at the time of such transaction and after giving pro forma effect
thereto as if such transaction had occurred at the beginning of the applicable
four-quarter period, be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the
first paragraph of Section 4.09 hereof; provided, however, that this clause (iv)
shall be permanently terminated in the event that the Company and its Restricted
Subsidiaries are no longer subject to the Terminated Covenants subject to
Section 4.19 hereof.

SECTION 5.02. Successor Corporation Substituted.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor Person
formed by such consolidation or into or with which the Company is merged or to
whom such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
such successor Person and not to the Company), and may exercise every right and
power of, the Company under this Indenture and the Notes with the same effect as
if such successor Person had been named as the Company herein; and when such
successor corporation duly assumes all of the obligations and covenants of the
Company pursuant to the Notes and hereto, except in the case of a lease of all
or substantially all of the properties or assets in one or more related
transactions (in which case, the Company shall not be released from the
obligation to pay the principal of and interest and Liquidated Damages, if any,
on the Notes), the predecessor Person shall be relieved of all such obligations.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.

         An "Event of Default" occurs if:

                  (a) the Company defaults in the payment when due of interest
on, or Liquidated Damages, if any, with respect to, the Notes and such default
continues for a period of 30 days (whether or not prohibited by Article 10
hereof);

                  (b) the Company defaults in the payment when due of principal
of or premium, if any, on the Notes (whether or not prohibited by Article 10
hereof);

                  (c) the Company or any of its Restricted Subsidiaries fails to
comply with any of the provisions of Sections 4.15 or 5.01 hereof;

                  (d) the Company or any of its Restricted Subsidiaries fails to
observe or perform any covenant or other agreement in this Indenture or the
Notes (other than the provisions expressly set forth in clause (c) above) for 60
days after written notice of such failure



                                       61
<PAGE>

to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding;

                  (e) a default occurs under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its
Restricted Subsidiaries (or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now
exists, or is created after the Issue Date, which default (i) is caused by a
failure to pay principal of or premium, if any, or interest on such Indebtedness
prior to the expiration of the grace period provided in such Indebtedness (a
"Payment Default") or (ii) results in the acceleration of such Indebtedness
prior to its express maturity and, in each case, the principal amount of any
such Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates without duplication $15,000,000 or
more, and such default shall not have been cured or waived or any such
acceleration rescinded, or such Indebtedness is repaid, within ten Business Days
after the running of such grace period or the occurrence of such acceleration;

                  (f) a final judgment or final judgments for the payment of
money are entered by a court or courts of competent jurisdiction against the
Company or any of its Restricted Subsidiaries, and such judgment or judgments
remain unpaid, unstayed or undischarged for a period (during which execution
shall not be effectively stayed) of 60 days, provided that the aggregate of all
such unpaid or undischarged judgments exceeds $15,000,000 (excluding amounts
covered by insurance);

                  (g) the Company or any of its Significant Subsidiaries or any
group of Subsidiaries that, when taken together, would constitute a Significant
Subsidiary pursuant to or within the meaning of the Bankruptcy Code:

                           (i) commences a voluntary case,

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

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

                           (iv) makes a general assignment for the benefit of
         its creditors, or

                           (v) generally is not paying its debts as they become
         due;

                  (h) a court of competent jurisdiction enters an order or
decree under the Bankruptcy Code that:

                           (i) is for relief against the Company or any of its
         Significant Subsidiaries or any group of Subsidiaries that, when taken
         together, would constitute a Significant Subsidiary, in an involuntary
         case;



                                       62
<PAGE>

                           (ii) appoints a Custodian of the Company or any of
         its Significant Subsidiaries or any group of Subsidiaries that, when
         taken together, would constitute a Significant Subsidiary, or for all
         or substantially all of the property of the Company or any of its
         Significant Subsidiaries or any group of Subsidiaries that, when taken
         together, would constitute a Significant Subsidiary; or

                           (iii) orders the liquidation of the Company or any of
         its Significant Subsidiaries or any group of Subsidiaries that, when
         taken together, would constitute a Significant Subsidiary;

         and the order or decree remains unstayed and in effect for 60
         consecutive days; or

                  (i) except as permitted herein, any Subsidiary Guarantee shall
be held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any Guarantor, or any Person
acting on behalf of any Guarantor, shall deny or disaffirm its obligations under
its Subsidiary Guarantee (other than by reason of the termination of this
Indenture or the release of any such Subsidiary Guarantee in accordance with
this Indenture).

SECTION 6.02. Acceleration.

         If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately. Upon any such
declaration, the Notes shall become due and payable immediately. Notwithstanding
the foregoing, if an Event of Default specified in clause (g) or (h) of Section
6.01 hereof occurs with respect to the Company or any Significant Subsidiary or
any group of Subsidiaries that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes shall be due and payable immediately without
further action or notice. The Holders of at least a majority in aggregate
principal amount of the then outstanding Notes by written notice to the Trustee
may on behalf of all of the Holders rescind an acceleration and its consequences
if the rescission would not conflict with any judgment or decree and if all
existing Events of Default (except nonpayment of principal, interest or
Liquidated Damages that has become due solely because of the acceleration) have
been cured or waived.

SECTION 6.03. Other Remedies.

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

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



                                       63
<PAGE>

SECTION 6.04. Waiver of Past Defaults.

         Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of interest or Liquidated Damages, if any, on, or the principal of, the
Notes including in connection with an offer to purchase; provided, however, that
the Holders of a majority in aggregate principal amount of then outstanding
Notes may rescind an acceleration and its consequences, including any related
payment default that resulted from such acceleration, to the extent permitted by
applicable law. Upon any such waiver, such Default or Event of 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 Event of Default or impair any
right consequent thereon.

SECTION 6.05. Control by Majority.

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

SECTION 6.06. Limitation on Suits.

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

                  (a) the Holder of a Note has previously given to the Trustee
written notice of a continuing Event of Default;

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

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

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

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

A Holder of a Note may not use this Indenture to prejudice the rights of another
Holder of a Note or to obtain a preference or priority over another Holder of a
Note or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all of such Holders.



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<PAGE>

SECTION 6.07. Rights of Holders of Notes to Receive Payment.

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

SECTION 6.08. Collection Suit by Trustee.

         If an Event of Default specified in Section 6.01(a) or (b) 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 for the whole
amount of principal of, premium and Liquidated Damages, if any, and interest
remaining unpaid on the Notes and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.09. Trustee May File Proofs of Claim.

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

SECTION 6.10. Priorities.

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



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<PAGE>

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

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

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

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

SECTION 6.11. Undertaking for Costs.

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

                                   ARTICLE VII
                                     TRUSTEE

SECTION 7.01. Duties of Trustee.

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

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

                           (i) The Trustee need perform only those duties that
         are specifically set forth in this Indenture and the TIA and no others,
         and no implied covenants or obligations shall be read into this
         Indenture against the Trustee. To the extent of any conflict between
         the duties of the Trustee hereunder and under the TIA, the TIA shall
         control.

                           (ii) In the absence of bad faith on its part, the
         Trustee may conclusively rely, as to the truth of the statements and
         the correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee shall examine the certificates



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<PAGE>

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

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

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

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

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

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

                  (e) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or incur any liability. The Trustee shall be
under no obligation to exercise any of its rights and powers under this
Indenture at the request of any Holders, unless such Holder shall have offered
to the Trustee security and 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.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

SECTION 7.02. Rights of Trustee.

                  (a) The Trustee may conclusively rely upon any document
(whether in its original or facsimile form) 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 an Officers' Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may
consult with counsel of its selection and the advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection from
liability in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.

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



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<PAGE>

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

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

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

SECTION 7.03. Individual Rights of Trustee.

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

SECTION 7.04. Trustee's Disclaimer.

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

SECTION 7.05. Notice of Defaults.

         If a Default or Event of Default occurs and is continuing and if it is
actually known to a Responsible Officer of the Trustee, the Trustee shall mail
to Holders of Notes a notice of the Default or Event of Default within 90 days
after the later of (a) the date the Default or Event of Default shall have
occurred and (b) the date such Responsible Officer first had such actual
knowledge. Except in the case of a Default or Event of Default in payment of
principal of, or interest on, any Note, the Trustee may withhold the notice if
and so long as a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of the Holders of the Notes.

SECTION 7.06. Reports by Trustee to Holders of the Notes.

         Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of



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<PAGE>

the Notes a brief report dated as of such reporting date that complies with TIA
Section 313(a) (but if no event described in TIA Section 313(a) has occurred
within the twelve months preceding the reporting date, no report need be
transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA Section
313(c).

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

SECTION 7.07. Compensation and Indemnity.

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

         The Company shall indemnify each of the Trustee and any predecessor
Trustee against any and all losses, liabilities, claims, damages or expenses
incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company (including this Section
7.07) and defending itself against any claim (whether asserted by the Company or
any Holder or any other person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability, claim, damage or expense may be attributable to its
negligence, bad faith or willful misconduct. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. 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, which consent shall not be
unreasonably withheld.

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

         To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture.

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



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<PAGE>

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

SECTION 7.08. Replacement of Trustee.

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

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

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

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

                  (c) a Custodian takes charge of the Trustee or its property;
or

                  (d) the Trustee becomes incapable of acting.

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

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

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

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



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<PAGE>

SECTION 7.09. Successor Trustee by Merger, Etc.

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

SECTION 7.10. Eligibility; Disqualification.

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50,000,000
as set forth in its most recent published annual report of condition.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

SECTION 7.11. Preferential Collection of Claims Against Company.

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

                                  ARTICLE VIII
                     SATISFACTION AND DISCHARGE; DEFEASANCE

SECTION 8.01. Satisfaction and Discharge of Indenture.

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

                  (a) either

                           (i) all such Notes theretofore authenticated and
         delivered (other than (1) such Notes which have been destroyed, lost or
         stolen and which have been replaced or paid as provided in Section 2.07
         hereof and (2) such Notes for whose payment money has theretofore been
         deposited in trust or segregated and held in trust by the Company and
         thereafter repaid to the Company or discharged from such trust, as
         provided in Section 8.08 hereof) have been delivered to the Trustee for
         cancellation; or

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



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<PAGE>

                                    (A) have become due and payable by reason of
                  the making of a notice of redemption or otherwise,

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

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

and the Company, in the case of (A) , (B) or (C) above, has deposited or caused
to be deposited with the Trustee as trust funds , in trust solely for the
purpose and the benefit of the Holders of such Notes, an amount of U.S. dollars
or non-callable Government Securities, or a combination thereof, sufficient,
without consideration of any reinvestment of interest, to pay and discharge the
entire indebtedness on such Notes not theretofore delivered to the Trustee for
cancellation, for principal and any premium and interest and Liquidated Damages,
if any, to the date of such deposit (in the case of such Notes which have become
due and payable) or to the Stated Maturity or redemption date (as the case may
be) of the principal of the Notes;

                  (b) no Default or Event of Default with respect to this
Indenture or the Notes shall have occurred and be continuing on the date of such
deposit or shall occur as a result of such deposit (other than a Default or
Event of Default resulting from the incurrence of Indebtedness or the grant of
Liens securing such Indebtedness, all or a portion of the proceeds of which will
be used to defease all of the Outstanding Notes pursuant to this Article VIII
concurrently with such incurrence or within 30 days thereof), and such deposit
will not result in a breach or violation of, or constitute a default under, any
material instrument to which the Company is a party or by which the Company is
bound;

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

                  (d) the Company has delivered to the Trustee (i) irrevocable
instructions under this Indenture to apply the deposited funds toward the
payment of such Notes at their Stated Maturity or the redemption date, as the
case may be, and (ii) an Officers' Certificate and an Opinion of Counsel, each
stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to the Notes, the obligations of the Company to the Trustee under
Section 7.07 hereof, and, if U.S. dollars or Government Securities shall have
been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this
Section, the obligations of the Company or Trustee under Section 8.02 hereof and
Section 8.08 hereof shall survive.

SECTION 8.02. Application of Trust Money.

         Subject to the provisions of Section 8.08 hereof, all money and
Government Securities deposited with the Trustee pursuant to Section 8.01 hereof
shall be held in trust and applied by it, in accordance with the provisions of
the Notes and this Indenture, to the payment, either directly



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<PAGE>

or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal, any Liquidated Damages, and any premium and interest for whose
payment such money or Government Securities has been deposited with the Trustee.

SECTION 8.03. Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, exercise its
right under either Section 8.04 or 8.05 hereof with respect to all outstanding
Notes upon compliance with the conditions set forth below in this Article VIII.

SECTION 8.04. Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.03 hereof of the option
applicable to this Section 8.04, each of the Company and the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.06 hereof,
be deemed to have discharged its obligations with respect to all outstanding
Notes and, as applicable, its Subsidiary Guarantees on the date the conditions
set forth below are satisfied (hereinafter, "Legal Defeasance"). For this
purpose, Legal Defeasance means that each of the Company and the Guarantors
shall be deemed to have paid and discharged the entire Indebtedness represented
by the outstanding Notes, and to the extent applicable, represented by the
Subsidiary Guarantees, which in each case shall thereafter be deemed to be
"outstanding" only for the purposes of Section 8.07 hereof and the other
Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Notes or Subsidiary Guarantees
and this Indenture (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.06 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, and premium,
if any, and interest and Liquidated Damages, if any, on, such Notes when such
payments are due (but not the Change of Control Payment or the payment pursuant
to an Asset Sale Offer), (b) the Company's obligations with respect to such
Notes under Sections 2.03, 2.04, 2.07, 2.10 and 4.02 hereof, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the Company's
obligations in connection therewith and (d) this Article VIII. Subject to
compliance with this Article VIII, the Company may exercise its option under
this Section 8.04 notwithstanding the prior exercise of its option under Section
8.05 hereof.

SECTION 8.05. Covenant Defeasance.

         Upon the Company's exercise under Section 8.03 hereof of the option
applicable to this Section 8.05, each of the Company and the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.06 hereof,
be released from its obligations under the covenants contained in Article IV
hereof (other than those in Sections 4.01, 4.02, 4.06 and 4.14), Article V
hereof and Section 11.03 hereof on and after the date the conditions set forth
below are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders



                                       73
<PAGE>

(and the consequences of any thereof) in connection with such covenants, but
shall continue to be deemed "outstanding" for all other purposes hereunder (it
being understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document, and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.03 hereof of the option applicable to this Section 8.05 hereof,
subject to the satisfaction of the conditions set forth in Section 8.06 hereof,
Sections 6.01(e) through 6.01(g) hereof and 6.01(i) hereof shall not constitute
Events of Default.

SECTION 8.06. Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 8.04 or 8.05 hereof in order to exercise either Legal Defeasance or
Covenant Defeasance with respect to the outstanding Notes:

                  (a) the Company must irrevocably deposit with the Trustee, in
trust, for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, and premium, if any, and interest and
Liquidated Damages, if any, on, the outstanding Notes on the stated maturity or
on the applicable repurchase or redemption date, as the case may be, and the
Company must specify whether the Notes are being defeased to maturity or to a
particular repurchase or redemption date;

                  (b) in the case of an election under Section 8.04 hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

                  (c) in the case of an election under Section 8.05 hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;



                                       74
<PAGE>

                  (d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the incurrence of Indebtedness or the grant of Liens securing
such Indebtedness, all or a portion of the proceeds of which will be applied to
such deposit) or insofar as Section 6.01(g) or 6.01(h) hereof is concerned, at
any time in the period ending on the 91st day after the date of deposit;

                  (e) such deposit will not result in a breach or violation of,
or constitute a default under, any material agreement or instrument (other than
this Indenture) to which the Company or any of its Restricted Subsidiaries is a
party or by which the Company or any of its Restricted Subsidiaries is bound, or
if such breach, violation or default would occur, which is not waived as of, and
for all purposes, on and after, the date of such deposit;

                  (f) the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that on the 91st day following the deposit, the trust
funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally;

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

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

SECTION 8.07. Deposited Money and Government Securities to be Held in Trust;
              Other Miscellaneous Provisions.

         Subject to Section 8.08 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.07, the
"Trustee") pursuant to Section 8.06 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest and
Liquidated Damages, if any, but such money need not be segregated from other
funds except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.06 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

         Anything in this Article VIII to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable Government Securities held by it as
provided in Section 8.06 hereof which, in the



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opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which may
be the opinion delivered under Section 8.06(a) hereof), are in excess of the
amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.08. Repayment to Company.

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

SECTION 8.09. Reinstatement.

         If the Trustee or Paying Agent is unable to apply any U.S. dollars or
non-callable Government Securities in accordance with Section 8.04 or 8.05
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.04 or 8.05 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.04 or 8.05
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, or premium, if any, or interest and Liquidated Damages,
if any, on, any Note following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE IX
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. Without Consent of Holders of Notes.

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

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



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

                  (c) to provide for the assumption of the Company's or any
Guarantor's obligations to the Holders of the Notes in the case of a merger,
consolidation or sale of all or substantially all assets of the Company pursuant
to Article V hereof or of any Guarantor pursuant to Article XI hereof or to add
any Person as a Guarantor hereunder or to release any Guarantor or otherwise
comply with Article XI;

                  (d) to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights hereunder of any such Holder;

                  (e) to comply with requirements of the SEC in order to effect
or maintain the qualification of this Indenture under the TIA or to allow any
Guarantor to guarantee the Notes;

                  (f) to evidence or provide for the acceptance of appointment
of a successor Trustee pursuant to Sections 7.08 or 7.09 hereof;

                  (g) to add any additional Events of Default; or

                  (h) to secure the Notes or the Subsidiary Guarantees.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company in the execution of any
amended or supplemental indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental Indenture that affects its own rights, duties,
liabilities or immunities under this Indenture or otherwise.

SECTION 9.02. With Consent of Holders of Notes.

         Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture (including Sections 3.09, 4.10
and 4.15 hereof) and the Notes may be amended or supplemented with the consent
of the Holders of at least a majority in principal amount of the Notes then
outstanding (including consents obtained in connection with the purchase of, or
a tender offer or exchange offer for, the Notes), and, subject to Sections 6.04
and 6.07 hereof, any existing Default or Event of Default or compliance with any
provision of this Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes
(including consents obtained in connection with a tender offer or exchange offer
for the Notes).

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as



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aforesaid, and upon receipt by a Responsible Officer of the Trustee of the
documents described in Section 7.02 hereof, the Trustee shall join with the
Company in the execution of such amended or supplemental Indenture unless such
amended or supplemental Indenture affects the Trustee's own rights, duties,
liabilities or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
amended or supplemental indenture.

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

         After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes 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 amended or supplemental
indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding may waive
compliance in a particular instance by the Company with any provision of this
Indenture or the Notes. However, without the consent of each Holder affected, an
amendment or waiver may not (with respect to any Notes held by a nonconsenting
Holder):

                  (a) reduce the principal amount of Notes whose Holders must
consent to an amendment, supplement or waiver under any provision of this
Indenture, the Notes or any Subsidiary Guarantee;

                  (b) reduce the principal of or change the fixed maturity of
any Note or alter or waive in any manner that adversely affects the rights of
any Holder of Notes any of the provisions with respect to the redemption of the
Notes except as provided above with respect to Sections 3.09, 4.10 and 4.15
hereof and the related definitions;

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

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

                  (e) make any Note payable in money other than that stated in
the Notes;

                  (f) make any change that adversely affects the rights of any
Holder of Notes in the provisions of this Indenture relating to waivers of past
Defaults or make any change to the rights of Holders of Notes to receive
payments of principal of, or premium, if any, or interest or Liquidated Damages,
if any, on the Notes (except as permitted in clause (g) of this Section 9.02);

                  (g) waive a redemption payment with respect to any Note (other
than a payment required by Sections 3.09, 4.10 and 4.15 hereof); or



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

         In addition to any consent of Holders required in this Section 9.02,
any amendment to Article X hereof will require the consent of the Holders of at
least 75% in aggregate principal amount of the Notes then outstanding if such
amendment would adversely affect the rights of Holders of Notes.

SECTION 9.03. Compliance with Trust Indenture Act.

         Every amendment or supplement to this Indenture or the Notes shall be
set forth in a amended or supplemental indenture that complies 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 of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

SECTION 9.05. Notation on or Exchange of Notes.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company, in
exchange for all Notes, may issue and the Trustee shall authenticate new Notes
that reflect the amendment, supplement or waiver.

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

SECTION 9.06. Trustee to Sign Amendments, Etc.

         The Trustee shall sign any amended or supplemental indenture authorized
pursuant to this Article IX if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties, liabilities or immunities under
this Indenture or otherwise. The Company may not sign an amendment or
supplemental indenture until the Board of Directors approves it. In executing
any amended or supplemental indenture, 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 stating that the execution of
such amended or supplemental indenture is authorized or permitted by this
Indenture.



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                                    ARTICLE X
                                  SUBORDINATION

SECTION 10.01. Agreement to Subordinate.

         The Company agrees, and each Holder by accepting a Note agrees, that
the payment of principal of, and premium, if any, and interest and Liquidated
Damages, if any, on the Notes is subordinated in right of payment, to the extent
and in the manner provided in this Article X, to the prior payment in full, in
cash, of all Senior Debt (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt.

SECTION 10.02. Liquidation; Dissolution; Bankruptcy.

         Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities, the holders of Senior Debt shall be entitled to receive
payment in full, in cash, of all Obligations due in respect of such Senior Debt
(including interest after the commencement of any such proceeding at the rate
specified in the applicable Senior Debt (whether or not an allowable claim))
before the Holders of the Notes shall be entitled to receive any payment with
respect to the Notes, and until all Obligations with respect to Senior Debt are
paid in full, in cash, pursuant to such liquidation or dissolution, any such
distribution to which the Holders of Notes would be entitled shall be made to
the holders of Senior Debt (except that Holders of Notes may receive and retain
(i) Permitted Junior Securities and (ii) payments and other distributions made
from any defeasance trust created pursuant to Article VIII hereof; provided that
at the time of its creation such trust does not violate the Senior Credit
Facility).

SECTION 10.03. Default on Designated Senior Debt.

         The Company may not make any payment upon or in respect of the Notes
(other than (i) Permitted Junior Securities and (ii) payments and other
distributions made from any trust created pursuant to Article VIII hereof;
provided that at the time of its creation such trust does not violate the Senior
Credit Facility) if:

                  (a) a default in the payment, when due, of the principal of,
premium, if any, or interest on Designated Senior Debt occurs and is continuing
beyond any applicable grace period in the agreement, indenture or other document
governing such Designated Senior Debt; or

                  (b) a default, other than a payment default pursuant to the
preceding clause (a), on Designated Senior Debt occurs and is continuing that
then permits holders of the Designated Senior Debt as to which such default
relates to accelerate its maturity without further notice or the expiration of
any applicable grace periods (a "Nonpayment Default") and the Trustee receives
(and the Company receives, if not sent by the Company) a notice of the default
(a "Payment Blockage Notice") from a Person who may give it pursuant to Section
10.09 hereof,



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which notice states it is a Payment Blockage Notice under this Indenture and
that is submitted by such Person to evidence its election to effect a payment
blockage for the period specified in the next following paragraph.

         The Company may and shall resume payments on and distributions in
respect of the Notes:

                           (i) in the case of a payment default pursuant to
         clause (a) of this Section 10.03, upon the date on which the default is
         cured or waived or any acceleration if rescinded, as applicable, and

                           (ii) in the case of a Nonpayment Default, the earlier
         of (a) the date on which such Nonpayment Default is cured or waived or
         (b) 179 days after the date on which the applicable Payment Blockage
         Notice is received, unless the maturity of such Designated Senior Debt
         has been accelerated and not thereafter rescinded, provided, in each
         case, the Company may pay the Notes without regard to the foregoing if
         it and the Trustee receive written notice approving the same from
         Representatives of each Designated Senior Debt.

         If the Trustee receives any such Payment Blockage Notice, no subsequent
Payment Blockage Notice shall commence or be effective for purposes of this
Section unless and until (i) 360 days shall have elapsed since the effectiveness
of the immediately prior Payment Blockage Notice and (ii) all scheduled payments
of principal of, and premium, if any, and interest and Liquidated Damages, if
any, on, the Notes that have come due have been paid in full in cash. No
Nonpayment Default that existed or was continuing on the date of delivery of any
Payment Blockage Notice to the Trustee shall be, or be made, the basis for a
subsequent Payment Blockage Notice unless such default shall have been cured or
waived for a period of not less than 90 days.

SECTION 10.04. Acceleration of Notes.

         If payment of the Notes is accelerated because of an Event of Default,
the Company shall promptly notify holders of Senior Debt of the acceleration.

SECTION 10.05. Notice by Company.

         The Company shall promptly notify the Trustee and the Paying Agent of
any facts known to the Company that would cause a payment of any Obligations
with respect to the Notes to violate this Article X, but failure to give such
notice shall not affect the subordination of the Notes to the Senior Debt as
provided in this Article X.

SECTION 10.06. Subrogation.

         After all Senior Debt is paid in full in cash and until the Notes are
paid in full, Holders of Notes shall be subrogated to the rights of holders of
Senior Debt or holders of debt of the Company which is pari passu with the Notes
but not expressly subordinated to Senior Debt to receive distributions
applicable to Senior Debt to the extent that distributions otherwise payable to
the Holders of Notes have been applied to the payment of Senior Debt. A
distribution made



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<PAGE>

under this Article X to holders of Senior Debt that otherwise would have been
made to Holders of Notes is not, as between the Company and Holders, a payment
by the Company on the Notes.

SECTION 10.07. Relative Rights.

         This Article X defines the relative rights of Holders of Notes and
holders of Senior Debt. Nothing in this Indenture shall:

                  (a) impair, as between the Company and Holders of Notes, the
obligation of the Company, which is absolute and unconditional, to pay principal
of, premium, if any and interest and Liquidated Damages, if any, on, the Notes
in accordance with their terms;

                  (b) affect the relative rights of Holders of Notes and
creditors of the Company other than their rights in relation to holders of
Senior Debt; or

                  (c) prevent the Trustee or any Holder of Notes from exercising
its available remedies upon a Default or Event of Default, subject to the rights
of holders and owners of Senior Debt to receive distributions and payments
otherwise payable to Holders of Notes.

         If the Company fails because of this Article X to pay principal of or
interest and Liquidated Damages, if any, on a Note on the due date, the failure
after any applicable grace period has elapsed is still a Default or Event of
Default.

SECTION 10.08. Subordination May Not Be Impaired by Company.

         No right of any holder of Senior Debt to enforce the subordination of
the Indebtedness evidenced by the Notes shall be impaired by any act or failure
to act by the Company or any Holder or by the failure of the Company or any
Holder to comply with this Indenture.

SECTION 10.09. Distribution or Notice to Representative.

         Whenever a distribution is to be made or a notice given to holders of
any Senior Debt, the distribution may be made and the notice given to the
Representative of such Senior Debt.

         Upon any payment or distribution of assets of the Company referred to
in this Article X, the Trustee and the Holders of Notes shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
of Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article X.

SECTION 10.10. Rights of Trustee and Paying Agent.

         Notwithstanding the provisions of this Article X or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent



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may continue to make payments on the Notes, unless a Responsible Officer of the
Trustee shall have received at its Corporate Trust Office at least five Business
Days prior to the date of such payment written notice of facts that would cause
the payment of any Obligations with respect to the Notes to violate this Article
X. Only the Company or a Representative of the holders of any Designated Senior
Debt may give the notice. Nothing in this Article X shall impair the claims of,
or payments to, the Trustee under or pursuant to Section 7.07 hereof.

         The Trustee in its individual or any other capacity may hold Senior
Debt with the same rights it would have if it were not Trustee. Any Agent may do
the same with like rights.

SECTION 10.11. Authorization to Effect Subordination.

         Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article X, and appoints the Trustee to act as such Holder's attorney-in-fact for
any and all such purposes. If the Trustee does not file a proper proof of claim
or proof of debt in the form required in any proceeding referred to in Section
6.09 hereof at least 30 days before the expiration of the time to file such
claim, any Representative is hereby authorized to file an appropriate claim for
and on behalf of the Holders of the Notes.

SECTION 10.12. Amendments.

         The provisions of this Article X shall not be amended or modified
without the written consent of the respective Representatives under the Senior
Credit Facility and all other Designated Senior Debt.

SECTION 10.13. Continued Effectiveness.

         The terms of this Indenture, the subordination effected hereby, and the
rights and other obligations of the Holders of the Notes of the holders of
Senior Debt arising hereunder, shall not be affected, modified or impaired in
any manner or to any extent by: (i) any amendment or modification of or
supplement to any Credit Facility (to the extent not prohibited by this
Indenture); (ii) the validity and enforceability of any of such documents; or
(iii) any exercise or non-exercise of any right, power or remedy under or in
respect of the Senior Debt or the Obligations evidenced by the Notes or any of
the instruments or documents referred to in clause (i) above. Each Holder of
Notes hereby acknowledges that the provisions of this Indenture are intended to
be enforceable at all times, whether before the commencement of, in connection
with or premised on the occurrence of any voluntary or involuntary insolvency,
bankruptcy, receivership, custodianship, liquidation, dissolution,
reorganization, assignment for the benefit of creditors, appointment of a
custodian, receiver, trustee or other officer with similar powers or any other
proceeding for the liquidation, dissolution or other winding up of the Company
or any Guarantor (including, without limitation, any such proceeding under the
Bankruptcy Code).

SECTION 10.14. Cumulative Rights; No Waivers.

         Subject to Section 10.03 hereof, each and every right, remedy and power
granted to any Representative of any Senior Debt hereunder shall be cumulative
and in addition to any other right, remedy or power specifically granted herein,
in the related Senior Debt or now or hereafter



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<PAGE>

existing in equity, at law, by virtue of statute or otherwise, and may be
exercised by any Representative of any Senior Debt or the holders of any Senior
Debt, from time to time, concurrently or independently and as often and in such
order as such any Representative or the holders of Senior Debt may deem
expedient (subject to the limits provided in Section 10.03 hereof with respect
to payment blockages). Any failure or delay on the part of any Representative of
Senior Debt or the holders of Senior Debt in exercising any such right, remedy
or power, or abandonment or discontinuance of steps to enforce the same, shall
not operate as a waiver thereof or affect the rights of such any Representative
or the holders of Senior Debt thereafter to exercise the same, and any single or
partial exercise of any such right, remedy or power shall not preclude any other
or further exercise thereof or the exercise of any other right, remedy or power,
and no such failure, delay, abandonment or single or partial exercise of the
rights of any Representative of Senior Debt or the holders of Senior Debt
hereunder shall be deemed to establish a custom or course of dealing or
performance among the parties hereto.

SECTION 10.15. Trustee.

         Any Representative of Senior Debt shall be entitled to send any notices
required or permitted to be delivered to the Holders of the Notes to the Trustee
on behalf of such holders and any such notice so delivered to the Trustee shall
be deemed to have been delivered to all Holders of Notes.

                                   ARTICLE XI
                                   GUARANTEES

SECTION 11.01. Subsidiary Guarantees.

         Subject to Section 11.05 hereof, each of the Guarantors hereby jointly
and severally, unconditionally guarantees, and each Person who in the future
becomes a Guarantor by executing a supplemental indenture in the form attached
to this Indenture as Exhibit E shall jointly and severally, unconditionally
guarantee, on a senior subordinated basis to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
the Notes and the Obligations of the Company hereunder and thereunder, that:

                  (a) the principal of, and premium, if any, interest and
Liquidated Damages, if any, on, the Notes will be promptly paid in full when
due, subject to any applicable grace period, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of,
and premium, if any, (to the extent permitted by law) interest and Liquidated
Damages, if any, on, the Notes, and all other payment Obligations of the Company
to the Holders or the Trustee hereunder or thereunder will be promptly paid in
full and performed, all in accordance with the terms hereof and thereof; and

                  (b) in case of any extension of time of payment or renewal of
any Notes or any of such other Obligations, the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, subject to any applicable grace period, whether at stated maturity, by
acceleration, redemption or otherwise.



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<PAGE>

         Failing payment when so due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Guarantors will be jointly
and severally obligated to pay the same immediately. An Event of Default under
this Indenture or the Notes shall constitute an event of default under the
Subsidiary Guarantees, and shall entitle the Holders to accelerate the
Obligations of the Guarantors hereunder and under the Notes in the same manner
and to the same extent as the Obligations of the Company hereunder and under the
Notes. The Guarantors hereby agree that their Obligations hereunder shall be
unconditional, irrespective of the validity or enforceability of the Notes or
this Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance (other than complete performance) which might otherwise
constitute a legal or equitable discharge or defense of a Guarantor. Each
Guarantor, to the extent permitted by law, hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenants that its
Subsidiary Guarantee will not be discharged except by complete performance of
the Obligations contained in the Notes and this Indenture. If any Holder or the
Trustee is required by any court or otherwise to return to the Company, the
Guarantors, or any Note Custodian, Trustee, liquidator or other similar official
acting in relation to either the Company or the Guarantors, any amount paid by
the Company or any Guarantor to the Trustee or such Holder, this Subsidiary
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect. Each Guarantor agrees that it shall not be entitled to, and
hereby waives, any right to exercise any right of subrogation in relation to the
Holders in respect of any Obligations guaranteed hereby, except as provided
under Section 11.05 hereof. Each Guarantor further agrees that, as between the
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the Obligations guaranteed hereby may be accelerated as
provided in Article VI hereof for the purposes of its Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Obligations guaranteed thereby, and (y) in the
event of any declaration of acceleration of such Obligations as provided in
Article VI hereof, such Obligations (whether or not due and payable) shall
forthwith become due and payable by each Guarantor for the purpose of its
Subsidiary Guarantee. The Guarantors shall have the right to seek contribution
from any non-paying Guarantor pursuant to Section 11.05 hereof after the Notes
and the Obligations hereunder shall have been paid in full to the Holders under
the Subsidiary Guarantees.

SECTION 11.02. Execution and Delivery of Additional Subsidiary Guarantee or
               Supplemental Indenture; Notation of Subsidiary Guarantee.

         To effect any additional Subsidiary Guarantee set forth in Section
11.01 hereof, any future Guarantor shall execute and deliver a supplemental
indenture substantially in the form of Exhibit E hereto, which supplemental
indenture shall be entered into in accordance with Section 4.17 hereof and shall
be executed on behalf of such Guarantor, by manual or facsimile signature, by an
Officer of such Guarantor.

         To evidence its Subsidiary Guarantee set forth in Section 11.01 hereof,
each Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form set forth on Exhibits A-1 and A-2 hereof shall be
endorsed by manual or facsimile signature of an Officer of



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<PAGE>

such Guarantor or of the Company as attorney-in fact for such Guarantor on each
Note authenticated and delivered by the Trustee, and that this Indenture shall
be executed on behalf of such Guarantor, by manual or facsimile signature, by an
Officer of such Guarantor. For so long as a Subsidiary Guarantee of such
Guarantor remains in full force and effect, each Guarantor hereby irrevocably
appoints the Company as its attorney-in-fact for the purpose of executing in the
name and on behalf of such Guarantor any endorsement of a notation of a
Subsidiary Guarantee on any Note. If an Officer of the Company whose signature
is on this Indenture or on the Subsidiary Guarantee no longer holds that office
at the time the Trustee authenticates the Note on which a Subsidiary Guarantee
is endorsed, the Subsidiary Guarantee shall be valid nevertheless.

         Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in
Section 11.01 hereof shall remain in full force and effect notwithstanding any
failure to endorse on each or any Note a notation of such Subsidiary Guarantee.

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

         For so long as a Subsidiary Guarantee of such Guarantor remains in full
force and effect, each Guarantor hereby irrevocably appoints the Company as its
attorney-in-fact for the purpose of executing in the name and on behalf of such
Guarantor any supplemental indenture to this Indenture, or consent to any such
supplemental indenture, which the Company and the Trustee are authorized to
enter into pursuant to Sections 9.01 or 9.02 of this Indenture.

SECTION 11.03. Guarantors May Consolidate, Etc., on Certain Terms.

                  (a) Except as set forth in Articles IV and V hereof, nothing
contained in this Indenture shall prohibit a merger between a Guarantor and
another Guarantor or a merger between a Guarantor and the Company.

                  (b) No Guarantor shall consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person), another Person whether
or not affiliated with such Guarantor unless (i) the Person formed by or
surviving any such consolidation or merger (if other than such Guarantor)
assumes all the Obligations of such Guarantor, pursuant to a supplemental
indenture substantially in the form of Exhibit E hereto, under this Indenture;
(ii) immediately after giving effect to such transaction, no Default or Event of
Default exists; and (iii) except in the case of the merger of a Guarantor with
or into another Guarantor or the Company, the Company would be permitted by
virtue of the Company's pro forma Fixed Charge Coverage Ratio, immediately after
giving effect to such transaction, to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the
first paragraph of Section 4.09 hereof; provided, however, that this clause
(iii) shall be permanently terminated in the event that the Company and its
Restricted Subsidiaries are no longer subject to the Terminated Covenants
subject to Section 4.19 hereof.

         Notwithstanding the foregoing paragraph (and in the case of clause
(iii) of this paragraph, notwithstanding Section 11.03(c) hereof), (i) any
Guarantor may consolidate with, merge into or



                                       86
<PAGE>

transfer all or a part of its properties and assets to the Company or any other
Guarantor, (ii) any Guarantor may consolidate with merge into or transfer all or
a part of its properties and assets to a Restricted Subsidiary of the Company
that has no significant assets or liabilities and was incorporated, organized or
formed solely for the purpose of reincorporating or otherwise reorganizing such
Guarantor in another State of the United States; provided that, in each case,
such successor, resultant or transferee Person continues to be a Guarantor and
(iii) subject to the provisions of Section 11.04, upon the occurrence of one or
more of the transactions provided for in the preceding paragraph, a Guarantor
shall be released from its obligations under its Subsidiary Guarantee and
otherwise under this Indenture, and any related resultant, surviving or
transferee Person shall not be required to assume any of such obligations.

                  (c) In the case of any such consolidation, merger, sale or
conveyance and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee and substantially in the form
of Exhibit E hereto, of the Subsidiary Guarantee endorsed upon the Notes and the
due and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Guarantor, such successor Person shall succeed
to and be substituted for the Guarantor with the same effect as if it had been
named herein as a Guarantor. Such successor Person thereupon may cause to be
signed any or all of the Subsidiary Guarantees to be endorsed upon all of the
Notes issuable hereunder which theretofore shall not have been signed by the
Company and delivered to the Trustee. All of the Subsidiary Guarantees so issued
shall in all respects have the same legal rank and benefit under this Indenture
as the Subsidiary Guarantees theretofore and thereafter issued in accordance
with the terms of this Indenture as though all of such Subsidiary Guarantees had
been issued at the date of the execution hereof.

SECTION 11.04. Releases Following Release Under All Indebtedness or Sale of
Assets.

         Upon (x) the release by the lenders of all guarantees of a Guarantor
guaranteeing, and all Liens on the property and assets of such Guarantor
securing, Indebtedness of the Company, or (y) a sale or other disposition,
whether in one or a series of related transactions, of all or substantially all
of the assets of any Guarantor, by way of merger, consolidation or otherwise, or
a sale or other disposition, whether in one or a series of related transactions,
of all of the Capital Stock of any Guarantor in compliance with this Indenture
to any entity that is not the Company or a Subsidiary, then such Guarantor and
such acquiring, resulting, surviving or transferee Person will be released and
relieved of any obligations under any Subsidiary Guarantee; provided, however,
that any such termination shall occur only to the extent that all obligations of
such Guarantor under such Indebtedness and all of its guarantees of, and under
all of its pledges of assets or other security interests which secure,
Indebtedness of the Company shall also terminate upon such release, sale or
transfer and, in the event of any sale or other disposition, delivery of an
Officers' Certificate to the Trustee that the Net Proceeds of such sale or other
disposition will be applied in accordance with Section 4.10 hereof. Upon
delivery by the Company to the Trustee of an Officers' Certificate to the effect
of the foregoing, the Trustee shall execute any documents reasonably required in
order to evidence the release of any Guarantor from its Obligation under its
Subsidiary Guarantee and this Indenture. Any Guarantor not released from its
Obligations under its Subsidiary Guarantee shall remain liable for the full
amount of principal of, and premium, if any, interest and Liquidated Damages, if
any, on the Notes and for the other Obligations of such Guarantor under this
Indenture as provided in this Article XI.



                                       87
<PAGE>

SECTION 11.05. Limitation on Guarantor Liability; Contribution.

         For purposes hereof, each Guarantor's liability under its Subsidiary
Guarantee shall be limited to the lesser of (i) the aggregate amount of the
Obligations of the Company under the Notes and this Indenture and (ii) the
amount, if any, which would not have (A) rendered such Guarantor "insolvent" (as
such term is defined in the Bankruptcy Code and in the Debtor and Creditor Law
of the State of New York) or (B) left such Guarantor with unreasonably small
capital at the time its Subsidiary Guarantee of the Notes was entered into;
provided that, it will be a presumption in any lawsuit or other proceeding in
which a Guarantor is a party that the amount guaranteed pursuant to its
Subsidiary Guarantee is the amount set forth in clause (i) above unless any
creditor, or representative of creditors of such Guarantor, or debtor in
possession or trustee in bankruptcy of such Guarantor, otherwise proves in such
a lawsuit that the aggregate liability of such Guarantor is the amount set forth
in clause (ii) above. In making any determination as to solvency or sufficiency
of capital of a Guarantor in accordance with the previous sentence, the right of
such Guarantor to contribution from other Guarantors as set forth below, and any
other rights such Guarantor may have, contractual or otherwise, shall be taken
into account.

         In order to provide for just and equitable contribution among the
Guarantors, the Guarantors shall agree, inter se, that in the event any payment
or distribution is made by any Guarantor (a "Funding Guarantor") under its
Subsidiary Guarantee, such Funding Guarantor shall be entitled to a contribution
from all other Guarantors in a pro rata amount based on the Adjusted Net Assets
of each 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 Notes or any other Guarantor's Obligations with
respect to its Subsidiary Guarantee.

SECTION 11.06. Trustee to Include Paying Agent.

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article XI shall in each case (unless the context shall
otherwise require) be construed as extending to and including such Paying Agent
within its meaning as fully and for all intents and purposes as if such Paying
Agent were named in this Article XI in place of the Trustee.

SECTION 11.07. Subordination of Subsidiary Guarantee.

         The obligations of each Guarantor under its Subsidiary Guarantee
pursuant to this Article XI shall be subordinated to the prior payment in full
of all Senior Debt of such Guarantor, and the amounts for which the Guarantors
will be liable under the guarantees issued from time to time with respect to
Senior Debt, to the same extent as the obligations of the Company with respect
to the Notes are subordinated to Senior Debt of the Company. For the purposes of
the foregoing sentence, the Trustee and the Holders of Notes shall have the
right to receive or retain payments by any of the Guarantors only at such times
as they may receive or retain payments in respect of the Notes pursuant to this
Indenture, including Article X hereof.



                                       88
<PAGE>

         Each Holder of a Note by its acceptance thereof (a) agrees to and shall
be bound by the provisions of this Section 11.07, (b) authorizes and directs the
Trustee on its behalf to take such action as may be necessary or appropriate to
effectuate the subordination so provided and (c) appoints the Trustee its
attorney-in-fact for any and all such purposes. Consistent with the
subordination of the Subsidiary Guarantees, for purposes of any applicable
fraudulent transfer or similar laws, Indebtedness incurred under any Credit
Facility will be deemed to have been incurred prior to the incurrence by any
Guarantor of its liability under its Subsidiary Guarantee.

                                   ARTICLE XII
                                  MISCELLANEOUS

SECTION 12.01. Trust Indenture Act Controls.

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

SECTION 12.02. Notices.

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

                  If to the Company or any Guarantor:

                           Tesoro Petroleum Corporation
                           300 Concord Plaza Drive
                           San Antonio, Texas 78216-6999
                           Attention: Corporate Secretary

                  If to the Trustee:

                           U.S. Bank Trust National Association
                           535 Griswold, Suite 740
                           Detroit, Michigan 48226
                           Fax No.: 313-963-9428
                           Attention: Corporate Trust Administration
                           Ref: Tesoro Petroleum Corporation

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

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



                                       89
<PAGE>

acknowledged, if telecopied; 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, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to 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.

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

SECTION 12.03. Communication by Holders of Notes with Other Holders of Notes.

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

SECTION 12.04. Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

                  (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

                  (b) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

SECTION 12.05. Statements Required in Certificate or Opinion.

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

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

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



                                       90
<PAGE>

                  (c) a statement that, in the opinion of such Person, he or she
has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has
been satisfied; and

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

SECTION 12.06. Rules by Trustee and Agents.

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

SECTION 12.07. No Personal Liability of Directors, Officers, Employees and
               Stockholders.

         No past, present or future director, officer, employee, incorporator,
partner, member or stockholder or other owner of Capital Stock of the Company or
any of its Subsidiaries, or of any member, partner or stockholder of any such
entity, as such, shall have any liability for any obligations of the Company or
any Guarantor under the Notes, this Indenture or the Subsidiary Guarantees or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes.

SECTION 12.08. Governing Law.

         THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES.

SECTION 12.09. No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

SECTION 12.10. Successors.

         All agreements of the Company in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors.

SECTION 12.11. Severability.

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



                                       91
<PAGE>

SECTION 12.12. Counterpart Originals.

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

SECTION 12.13. Table of Contents, Headings, Etc.

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



                                       92
<PAGE>

                                   SIGNATURES

Dated as of November 6, 2001

                                       TESORO PETROLEUM CORPORATION
                                       By: /s/ Bruce A. Smith
                                          --------------------------------
                                          Name: Bruce A. Smith
                                          Title: Chairman of the Board of
                                                 Directors, President and Chief
                                                 Executive Officer

                                       U.S. BANK TRUST NATIONAL ASSOCIATION,
                                       as Trustee


                                       By: /s/ James Kowalski
                                          --------------------------------
                                          Name: James Kowalski
                                          Title: Asst Vice President



                                       FAR EAST MARITIME COMPANY
                                       GOLD STAR MARITIME COMPANY
                                       TESORO FINANCIAL SERVICES HOLDING COMPANY
                                       VICTORY FINANCE COMPANY

                                       By: /s/ Sharon L. Layman
                                          --------------------------------
                                          Name: Sharon L. Layman
                                          Title: As Authorized Person



<PAGE>

                                       DIGICOMP INC.
                                       KENAI PIPE LINE COMPANY
                                       SMILEY'S SUPER SERVICE, INC.
                                       TESORO ALASKA COMPANY
                                       TESORO ALASKA PIPELINE COMPANY
                                       TESORO AVIATION COMPANY
                                       TESORO GAS RESOURCES COMPANY, INC.
                                       TESORO HAWAII CORPORATION
                                       TESORO HIGH PLAINS PIPELINE COMPANY
                                       TESORO MARINE SERVICES HOLDING COMPANY
                                       TESORO MARINE SERVICES, INC.
                                       TESORO MARITIME COMPANY
                                       TESORO NORTHSTORE COMPANY
                                       TESORO PETROLEUM COMPANIES, INC.
                                       TESORO REFINING, MARKETING & SUPPLY
                                       COMPANY
                                       TESORO SOUTH PACIFIC PETROLEUM
                                       CORPORATION
                                       TESORO TECHNOLOGY COMPANY
                                       TESORO VOSTOK COMPANY
                                       TESORO WEST COAST COMPANY

                                       By: /s/ Sharon L. Laymond
                                          -----------------------------------
                                          Name: Sharon L. Layman
                                          Title: Vice President and Treasurer



<PAGE>

                                    EXHIBITS

Exhibit A         FORM OF NOTE

Exhibit B         FORM OF CERTIFICATE OF TRANSFER

Exhibit C         FORM OF CERTIFICATE OF EXCHANGE

Exhibit D         FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED
                  INVESTOR

Exhibit E         FORM OF SUPPLEMENTAL INDENTURE

Exhibit F         REGISTRATION RIGHTS AGREEMENT



<PAGE>

                                   EXHIBIT A-1
                                 (FACE OF NOTE)

                                                           CUSIP/CINS __________

                    9 5/8% Senior Subordinated Notes due 2008

No. A1                                                               $__________

                          TESORO PETROLEUM CORPORATION

promises to pay to

or registered assigns,

the principal sum of

Dollars on November 1, 2008.

Interest Payment Dates: May 1 and November 1.

Record Dates: April 15 and October 15.

                                       TESORO PETROLEUM CORPORATION


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

This is one of the [Global]
Notes referred to in the
within-mentioned Indenture:

U. S. BANK TRUST NATIONAL ASSOCIATION
AS TRUSTEE

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



                                      A1-1
<PAGE>

                                 (Back of Note)

                    9 5/8% Senior Subordinated Notes due 2008

    [Insert the Global Note Legend, if applicable, pursuant to the provisions
                                of the Indenture]

 [Insert the Private Placement Legend, if applicable, pursuant to the provisions
                                of the Indenture]

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         1. Interest. Tesoro Petroleum Corporation, a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
9 5/8% per annum, from November 6, 2001 until maturity and shall pay the
Liquidated Damages payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. The Company will pay interest and Liquidated
Damages, if any, semi-annually in arrears on May 1 and November 1 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each an "Interest Payment Date"). Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of original issuance; provided that if there is no existing
Default in the payment of interest, and if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date, except in the case of the original issuance of Notes, in which case
interest shall accrue from date of authentication; provided, further, that the
first Interest Payment Date shall be May 1, 2002. The Company shall pay interest
(including postpetition interest in any proceeding under the Bankruptcy Code) on
overdue principal and premium, if any, from time to time on demand at the rate
borne on the Notes; it shall pay interest (including post-petition interest in
any proceeding under the Bankruptcy Code) on overdue installments of interest
and Liquidated Damages, if any, (without regard to any applicable grace periods)
from time to time on demand at the same rate to the extent lawful. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.

         2. Method of Payment. The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the April 15 or October
15 next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium and Liquidated Damages, if
any, and interest at the office or agency of the Company maintained for such
purpose within the City and State of New York, or, at the option of the Company,
payment of interest and Liquidated Damages may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided
that payment by wire transfer of immediately available funds will be required
with respect to principal of, and interest, premium and Liquidated Damages on,
all Global Notes and all other Notes the Holders of which shall have provided
wire transfer instructions to the Company or the Paying Agent. Such payment
shall be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.



                                      A1-2
<PAGE>

         3. Paying Agent and Registrar. Initially, U.S. Bank Trust National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

         4. Indenture; Subordination. The Company issued the Notes under an
Indenture dated as of November 6, 2001 ("Indenture") between the Company, the
Guarantors and the Trustee, as the same may be amended, modified or supplemented
from time to time. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. To the extent any provision of this Note conflicts with
the express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling. The Notes are general unsecured obligations of the
Company limited to $215,000,000 aggregate principal amount in the case of Notes
issued on the Issue Date.

         The Notes are subordinated in right of payment, in the manner and to
the extent set forth in the Indenture, to the prior payment in full in cash of
all Senior Debt of the Company, whether outstanding on the date of the Indenture
or thereafter created, incurred, assumed or guaranteed. The Subsidiary
Guarantees in respect of the Notes will be subordinated in right of payment, in
the manner and to the extent set forth in the Indenture, to the prior payment in
full in cash of all Senior Debt of each Guarantor, whether outstanding on the
date of the Indenture or thereafter created, incurred assumed or guaranteed.
Each Holder by its acceptance hereof agrees to be bound by such provisions and
authorizes and expressly directs the Trustee, on its behalf, to take such action
as may be necessary or appropriate to effectuate the subordination provided for
in the Indenture and appoints the Trustee its attorney-in-fact for such
purposes.

         5. Optional Redemption.

                  (a) Except as set forth in subparagraph (b) of this paragraph
5, the Notes shall not be redeemable at the Company's option prior to November
1, 2005. Thereafter, the Notes will be subject to redemption at any time or from
time to time at the option of the Company, in whole or in part, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on November 1 of the years indicated below:

<Table>
<Caption>
           YEAR                                              PERCENTAGE
           ----                                              ----------
<S>                                                          <C>
           2005...................................            104.813%
           2006...................................            102.406%
           2007 and thereafter....................                100%
</Table>

                  (b) Notwithstanding the foregoing, at any time or from time to
time prior to November 1, 2004, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued under the
Indenture at a redemption price of 109.625% of the principal amount thereof,
plus accrued and unpaid interest, if any, and Liquidated Damages thereon, if
any, to the redemption date, with the net cash proceeds of any



                                      A1-3
<PAGE>

one or more Equity Offerings; provided that at least 65% of the aggregate
principal amount of Notes issued under the Indenture remain outstanding
immediately after each occurrence of such redemption; and provided, further,
that each such redemption shall occur within 90 days of the date of the closing
of such Equity Offering.

         6. Mandatory Redemption. The Company shall not be required to make
mandatory redemption payments with respect to the Notes.

         7. Repurchase at Option of Holder.

                  (a) Upon the occurrence of a Change of Control, each Holder of
Notes will have the right to require the Company to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of such Holder's Notes
pursuant to a Change of Control Offer described in the Indenture at an offer
price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the date
of purchase (the "Change of Control Payment"). Within 30 days following any
Change of Control, the Company shall mail a notice to each Holder setting forth
the procedures governing the Change of Control Offer as required by the
Indenture.

                  (b) If the Company or a Restricted Subsidiary consummates any
Asset Sales and the aggregate amount of Excess Proceeds exceeds $15,000,000, the
Company shall commence an offer to all Holders of Notes (an "Asset Sale Offer")
pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding
Indebtedness that is pari passu with the Notes that require asset sales offers)
to purchase the maximum principal amount of Notes that may be purchased out of
the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the date of purchase, in accordance with the procedures set
forth in the Indenture. To the extent that the aggregate amount of Notes
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the
Company (or such Restricted Subsidiary) may use such deficiency for general
corporate purposes. If the aggregate principal amount of Notes surrendered by
Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes to be purchased on a pro rata basis. Holders of Notes that are the
subject of an offer to purchase will receive an Asset Sale Offer from the
Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes.

         8. Notice of Redemption. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date, interest and Liquidated Damages, if any, cease to
accrue on Notes or portions thereof called for redemption.

         9. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and



                                      A1-4
<PAGE>

transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, it need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

         10. Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.

         11. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes. Without the consent
of any Holder of a Note, the Indenture or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes or to
alter the provisions of Article II of the Indenture (including the related
definitions) in a manner that does not materially adversely affect any Holder,
to provide for the assumption of the Company's obligations to Holders of the
Notes in case of a merger, consolidation or sale of assets pursuant to Article V
of the Indenture or to add any Person as a Guarantor or to release any Guarantor
or otherwise comply with Article XI of the Indenture, to make any change that
would provide any additional rights or benefits to the Holders of the Notes or
that does not adversely affect the legal rights under the Indenture of any such
Holder, or to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the TIA.

         12. Defaults and Remedies. Events of Default include: (a) default in
the payment when due of interest on, or Liquidated Damages, if any, with respect
to, the Notes and such default continues for a period of 30 days; (b) default in
the payment when due of principal of, or premium, if any, on, the Notes; (c)
failure by the Company to comply with any of the provisions of Section 5.01 of
the Indenture; (d) failure by the Company or any of its Restricted Subsidiaries
to comply with any of the provisions of Section 4.15 of the Indenture; (e)
failure by the Company or any of its Restricted Subsidiaries to observe or
perform any other covenant or other agreement in the Indenture or the Notes for
60 days after written notice to the Company by the Trustee or the Holders of at
least 25% in aggregate principal amount of the Notes then outstanding; (f) a
default occurs under any mortgage, indenture or instrument under which there may
be issued or by which there may be secured or evidenced any Indebtedness for
money borrowed by the Company or any of its Restricted Subsidiaries (or the
payment of which is guaranteed by the Company or any of its Restricted
Subsidiaries), whether such Indebtedness or guarantee now exists, or is created
after the Issue Date, which default (i) is caused by a failure to pay principal
of or premium, if any, or interest on such Indebtedness prior to the expiration
of the grace period provided in such Indebtedness (a "Payment Default") or (ii)
results in the acceleration of such Indebtedness prior to its express maturity
and, in each case, the principal amount of any such Indebtedness, together with
the principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
without duplication $15,000,000 or more, and such default shall not have



                                      A1-5
<PAGE>

been cured or waived or any such acceleration rescinded, or such Indebtedness is
repaid, within 10 Business Days after the running of such grace period or the
occurrence of such acceleration; (g) a final judgment or final judgments for the
payment of money are entered by a court or courts of competent jurisdiction
against the Company or any of its Restricted Subsidiaries, and such judgment or
judgments remain unpaid, unstayed or undischarged for a period (during which
execution shall not be effectively stayed) of 60 days, provided that the
aggregate of all such unpaid or undischarged judgments exceeds $15,000,000
(excluding amounts covered by insurance); (h) certain events of bankruptcy or
insolvency with respect to the Company or any of its Subsidiaries that, when
taken together, would constitute a Significant Subsidiary or any of its
Significant Subsidiaries; or (i) except as permitted in the Indenture, any
Subsidiary Guarantee shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall
deny or disaffirm its obligations under its Subsidiary Guarantee (other than by
reason of termination of the Indenture or the release of such Subsidiary
Guarantee in accordance with the Indenture). If any Event of Default occurs and
is continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable
immediately. Notwithstanding the foregoing, in the case of an Event of Default
arising from certain events of bankruptcy or insolvency, all outstanding Notes
will become due and payable without further action or notice. Holders may not
enforce the Indenture or the Notes except as provided in the Indenture. Subject
to certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders of the Notes notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to
the payment of principal or interest) if it determines that withholding notice
is in their interest. The Holders of a majority in aggregate principal amount of
the Notes then outstanding by notice to the Trustee may on behalf of the Holders
of all of the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of Default
in the payment of interest on, or the principal of, the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.

         13. Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for, the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         14. No Recourse Against Others. A director, officer, employee,
incorporator, partner, member or stockholder of the Company or any Subsidiary of
the Company or any Guarantor, as such, shall not have any liability for any
obligations of the Company or Guarantors under the Notes, the Subsidiary
Guarantees or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

         15. Authentication. This Note shall not be valid until authenticated by
the manual signature of a Responsible Officer of the Trustee or an
authenticating agent.



                                      A1-6
<PAGE>

         16. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN joint tenants with right of survivorship and
not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).

         17. Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of November 6, 2001, between the Company and the parties
named on the signature pages thereof (the "Registration Rights Agreement").

         18. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to: Tesoro Petroleum Corporation, 300 Concord Plaza Drive,
San Antonio, Texas 78216-6999, Attention: Vice President, Finance and Treasurer.



                                      A1-7
<PAGE>

                        NOTATION OF SUBSIDIARY GUARANTEES

         Payment of principal of, and premium, if any, interest and Liquidated
Damages, if any, on, this Note is jointly, severally, and unconditionally
guaranteed on a senior subordinated basis to the extent and in the manner set
forth in the Indenture by the Guarantors who have become parties to the
Indenture, including the Guarantors duly endorsing this notation. Subsidiary
Guarantees are subject to release under circumstances set forth in the
Indenture.

                                       [Insert Names of Guarantors]


                                       By TESORO PETROLEUM CORPORATION
                                            Attorney in fact for each of the
                                            Guarantors

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



                                      A1-8
<PAGE>

                                 ASSIGNMENT FORM

  To assign this Note, fill in the form below: (I) or (we) assign and transfer
                                  this Note to


--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)


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


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


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


--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.


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


Date:
Your Signature:
               -----------------------------------------------------------------
                 (Sign exactly as your name appears on the face of this Note)


                               SIGNATURE GUARANTEE


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

                                  Signatures must be guaranteed by an "eligible
                                  guarantor institution" meeting the
                                  requirements of the Registrar, which
                                  requirements include membership or
                                  participation in the Security Transfer Agent
                                  Medallion Program ("STAMP") or such other
                                  "signature guarantee program" as may be
                                  determined by the Registrar in addition to, or
                                  in substitution for, STAMP, all in accordance
                                  with the Securities Exchange Act of 1934, as
                                  amended.



                                      A1-9
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

         [ ] Section 4.10                   [ ] Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

         $_____________________________

Date:

Your Signature:
               -----------------------------------------------------------------
                  (Sign exactly as your name appears on the face of the Note)


Tax Identification No.:
                       ---------------------------------------------------------

                               SIGNATURE GUARANTEE

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

                                  Signatures must be guaranteed by an "eligible
                                  guarantor institution" meeting the
                                  requirements of the Registrar, which
                                  requirements include membership or
                                  participation in the Security Transfer Agent
                                  Medallion Program ("STAMP") or such other
                                  "signature guarantee program" as may be
                                  determined by the Registrar in addition to, or
                                  in substitution for, STAMP, all in accordance
                                  with the Securities Exchange Act of 1934, as
                                  amended.



                                     A1-10
<PAGE>

            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE***

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<Table>
<Caption>
                                                                        PRINCIPAL AMOUNT OF
                                                                         THIS GLOBAL NOTE         SIGNATURE OF
                          AMOUNT OF DECREASE     AMOUNT OF INCREASE       FOLLOWING SUCH      AUTHORIZED SIGNATORY
                          IN PRINCIPAL AMOUNT    IN PRINCIPAL AMOUNT       DECREASE (OR        OF TRUSTEE OR NOTE
   DATE OF EXCHANGE       OF THIS GLOBAL NOTE    OF THIS GLOBAL NOTE         INCREASE)              CUSTODIAN
   ----------------       -------------------    -------------------    -------------------   --------------------
<S>                       <C>                    <C>                    <C>                   <C>


</Table>



----------
*** This should be included only if the Note is issued in global form.



                                     A1-11
<PAGE>

                                   EXHIBIT A-2

                  (FACE OF REGULATION S TEMPORARY GLOBAL NOTE)

                                                           CUSIP/CINS __________

                    9 5/8% Senior Subordinated Notes due 2008

No. A2                                                               $__________

                          TESORO PETROLEUM CORPORATION

promises to pay to

or registered assigns,

the principal sum of

Dollars on November 1, 2008.

Interest Payment Dates: May 1 and November 1.

Record Dates: April 15 and October 15.

                                       TESORO PETROLEUM CORPORATION


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

This is one of the [Global]
Notes referred to in the
within-mentioned Indenture:

U. S. BANK TRUST NATIONAL ASSOCIATION
AS TRUSTEE

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



                                      A2-1
<PAGE>

                  (BACK OF REGULATION S TEMPORARY GLOBAL NOTE)

                    9 5/8% SENIOR SUBORDINATED NOTES DUE 2008

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO ARTICLE II OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III)
THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF TESORO PETROLEUM
CORPORATION.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
(AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE), TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.
NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES (1) NOT TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO (X) THE DATE THAT IS TWO YEARS (OR
SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT
OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE
DATE HEREOF (OR



                                      A2-2
<PAGE>

ANY PREDECESSOR OF THIS SECURITY) AND THE LAST DAY ON WHICH TESORO PETROLEUM
CORPORATION (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF
THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS
MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE"),
EXCEPT (A) TO THE COMPANY OR A SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS NOTE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
AS DEFINED IN RULE 144A THAT IS ACQUIRING SUCH NOTE FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") THAT, PRIOR TO SUCH
TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS RELATING TO RESTRICTIONS ON TRANSFER OF THE NOTE EVIDENCED
HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), (E) PURSUANT
TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR IN AN "OFFSHORE TRANSACTION"
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (F) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, AND (2) THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY,
THE TRUSTEE, THE TRANSFER AGENT AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (C), (D), (E) OR (F) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING
CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS
NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THE HOLDER
HEREOF, BY PURCHASING THIS NOTE, REPRESENTS AND AGREES FOR THE BENEFIT OF THE
COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A, (2) AN INSTITUTIONAL ACCREDITED INVESTOR, (3) A NON-U.S. PERSON AND
IS ACQUIRING THE NOTE IN AN "OFFSHORE TRANSACTION" PURSUANT TO REGULATION S
UNDER THE SECURITIES ACT OR (4) IT IS A PERSON ELIGIBLE TO BE TRANSFERRED THIS
NOTE IN ACCORDANCE WITH CLAUSE (F) OF THE FOREGOING SENTENCE. THIS LEGEND WILL
BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED
STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER
THE SECURITIES ACT.

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.



                                      A2-3
<PAGE>

         1. Interest. Tesoro Petroleum Corporation, a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 9?%
per annum from November 6, 2001 until maturity and shall pay the Liquidated
Damages payable pursuant to Section 5 of the Registration Rights Agreement
referred to below. The Company will pay interest and Liquidated Damages
semi-annually in arrears on May 1 and November 1 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of original issuance; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date, except in
the case of the original issuance of Notes, in which case interest shall accrue
from date of authentication; provided, further, that the first Interest Payment
Date shall be May 1, 2002. The Company shall pay interest (including
postpetition interest in any proceeding under the Bankruptcy Code) on overdue
principal and premium, if any, from time to time on demand at the rate borne on
the Notes; it shall pay interest (including post-petition interest in any
proceeding under the Bankruptcy Code) on overdue installments of interest and
Liquidated Damages, if any, (without regard to any applicable grace periods)
from time to time on demand at the same rate to the extent lawful. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.

         Until this Regulation S Temporary Global Note is exchanged for one or
more Regulation S Permanent Global Notes, the Holder hereof shall not be
entitled to receive payments of interest hereon; until so exchanged in full,
this Regulation S Temporary Global Note shall in all other respects be entitled
to the same benefits as other Notes under the Indenture.

         2. Method of Payment. The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the April 15 or October
15 next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium and Liquidated Damages, if
any, and interest at the office or agency of the Company maintained for such
purpose within the City and State of New York, or, at the option of the Company,
payment of interest and Liquidated Damages may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided
that payment by wire transfer of immediately available funds will be required
with respect to principal of, and interest, premium and Liquidated Damages on,
all Global Notes and all other Notes the Holders of which shall have provided
wire transfer instructions to the Company or the Paying Agent. Such payment
shall be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.

         3. Paying Agent and Registrar. Initially, U.S. Bank Trust National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.



                                      A2-4
<PAGE>

         4. Indenture; Subordination. The Company issued the Notes under an
Indenture dated as of November 6, 2001 ("Indenture") between the Company,
Guarantors and the Trustee, as the same may be amended, modified or supplemented
from time to time. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. To the extent any provision of this Note conflicts with
the express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling. The Notes are general unsecured obligations of the
Company limited to $215,000,000 aggregate principal amount in the case of Notes
issued on the Issue Date.

         The Notes are subordinated in right of payment, in the manner and to
the extent set forth in the Indenture, to the prior payment in full in cash of
all Senior Debt of the Company, whether outstanding on the date of the Indenture
or thereafter created, incurred, assumed or guaranteed. The Subsidiary
Guarantees in respect of the Notes will be subordinated in right of payment, in
the manner and to the extent set forth in the Indenture, to the prior payment in
full in cash of all Senior Debt of each Guarantor, whether outstanding on the
date of the Indenture or thereafter created, incurred assumed or guaranteed.
Each Holder by its acceptance hereof agrees to be bound by such provisions and
authorizes and expressly directs the Trustee, on its behalf, to take such action
as may be necessary or appropriate to effectuate the subordination provided for
in the Indenture and appoints the Trustee its attorney-in-fact for such
purposes.

         5. Optional Redemption.

                  (a) Except as set forth in subparagraph (b) of this paragraph
5, the Notes shall not be redeemable at the Company's option prior to November
1, 2005. Thereafter, the Notes will be subject to redemption at any time or from
time to time at the option of the Company, in whole or in part, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on November 1 of the years indicated below:

<Table>
<Caption>
         YEAR                                            PERCENTAGE
         ----                                            ----------
<S>                                                      <C>
         2005...................................          104.813%
         2006...................................          102.406%
         2007 and thereafter....................              100%
</Table>

                  (c) Notwithstanding the foregoing, at any time or from time to
time prior to November 1, 2004, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued under the
Indenture at a redemption price of 109.625% of the principal amount thereof,
plus accrued and unpaid interest, if any, and Liquidated Damages thereon, if
any, to the redemption date, with the net cash proceeds of any one or more
Equity Offerings; provided that at least 65% of the aggregate principal amount
of Notes issued under the Indenture remain outstanding immediately after each
occurrence of such redemption; and provided, further, that each such redemption
shall occur within 90 days of the date of the closing of such Equity Offering.



                                      A2-5
<PAGE>

         6. Mandatory Redemption. The Company shall not be required to make
mandatory redemption payments with respect to the Notes.

         7. Repurchase at Option of Holder.

                  (a) Upon the occurrence of a Change of Control, each Holder of
Notes will have the right to require the Company to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of such Holder's Notes
pursuant to a Change of Control Offer described in the Indenture at an offer
price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date
of purchase (the "Change of Control Payment"). Within 30 days following any
Change of Control, the Company shall mail a notice to each Holder setting forth
the procedures governing the Change of Control Offer as required by the
Indenture.

                  (b) If the Company or a Restricted Subsidiary consummates any
Asset Sales and the aggregate amount of Excess Proceeds exceeds $15,000,000, the
Company shall commence an offer to all Holders of Notes (an "Asset Sale Offer")
pursuant to Section 3.09 of the Indenture (pro rata in proportion to outstanding
Indebtedness that is pari passu with the Notes that require asset sales offers)
to purchase the maximum principal amount of Notes that may be purchased out of
the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the date of purchase, in accordance with the procedures set
forth in the Indenture. To the extent that the aggregate amount of Notes
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the
Company (or such Restricted Subsidiary) may use such deficiency for general
corporate purposes. If the aggregate principal amount of Notes surrendered by
Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes to be purchased on a pro rata basis. Holders of Notes that are the
subject of an offer to purchase will receive an Asset Sale Offer from the
Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes.

         8. Notice of Redemption. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date, interest and Liquidated Damages, if any, cease to
accrue on Notes or portions thereof called for redemption.

         9. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for



                                      A2-6
<PAGE>

a period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

         This Regulation S Temporary Global Note is exchangeable in whole or in
part for one or more Global Notes only (i) on or after the termination of the
40-day restricted period (as defined in Regulation S) and (ii) upon presentation
of certificates (accompanied by an Opinion of Counsel, if applicable) required
by Article II of the Indenture. Upon exchange of this Regulation S Temporary
Global Note for one or more Global Notes, the Trustee shall cancel this
Regulation S Temporary Global Note.

         10. Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.

         11. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes. Without the consent
of any Holder of a Note, the Indenture or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes or to
alter the provisions of Article II of the Indenture (including the related
definitions) in a manner that does not materially adversely affect any Holder,
to provide for the assumption of the Company's obligations to Holders of the
Notes in case of a merger, consolidation or sale of assets pursuant to Article V
of the Indenture or to add any Person as a Guarantor or to release any Guarantor
or otherwise comply with Article XI of the Indenture, to make any change that
would provide any additional rights or benefits to the Holders of the Notes or
that does not adversely affect the legal rights under the Indenture of any such
Holder, or to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the TIA.

         12. Defaults and Remedies. Events of Default include: (a) default in
the payment when due of interest on, or Liquidated Damages, if any, with respect
to, the Notes and such default continues for a period of 30 days; (b) default in
the payment when due of principal of, or premium, if any, on, the Notes; (c)
failure by the Company to comply with any of the provisions of Section 5.01 of
the Indenture; (d) failure by the Company or any of its Restricted Subsidiaries
to comply with any of the provisions of Section 4.15 of the Indenture; (e)
failure by the Company or any of its Restricted Subsidiaries to observe or
perform any other covenant or other agreement in the Indenture or the Notes for
60 days after written notice to the Company by the Trustee or the Holders of at
least 25% in aggregate principal amount of the Notes then outstanding; (f) a
default occurs under any mortgage, indenture or instrument under which there may
be issued or by which there may be secured or evidenced any Indebtedness for
money borrowed by the Company or any of its Restricted Subsidiaries (or the
payment of which is guaranteed by the Company or any of its Restricted
Subsidiaries), whether such Indebtedness or guarantee now exists, or is created
after the Issue Date, which default (i) is caused by a failure to pay principal
of or premium, if any, or interest on such Indebtedness prior to the expiration
of the grace period provided in such Indebtedness (a "Payment Default") or (ii)
results in the acceleration of such Indebtedness prior to its express maturity
and, in each case, the principal



                                      A2-7
<PAGE>

amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates without duplication $15,000,000 or
more, and such default shall not have been cured or waived or any such
acceleration rescinded, or such Indebtedness is repaid, within 10 Business Days
after the running of such grace period or the occurrence of such acceleration;
(g) a final judgment or final judgments for the payment of money are entered by
a court or courts of competent jurisdiction against the Company or any of its
Restricted Subsidiaries, and such judgment or judgments remain unpaid, unstayed
or undischarged for a period (during which execution shall not be effectively
stayed) of 60 days, provided that the aggregate of all such unpaid or
undischarged judgments exceeds $15,000,000 (excluding amounts covered by
insurance); (h) certain events of bankruptcy or insolvency with respect to the
Company or any of its Subsidiaries that, when taken together, would constitute a
Significant Subsidiary or any of its Significant Subsidiaries; or (i) except as
permitted in the Indenture, any Subsidiary Guarantee shall be held in any
judicial proceeding to be unenforceable or invalid or shall cease for any reason
to be in full force and effect or any Guarantor, or any Person acting on behalf
of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary
Guarantee (other than by reason of termination of the Indenture or the release
of such Subsidiary Guarantee in accordance with the Indenture). If any Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable immediately. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable without further action or notice.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest on, or the principal of, the Notes.
The Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.

         13. Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for, the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         14. No Recourse Against Others. A director, officer, employee,
incorporator, partner, member or stockholder of the Company or any Subsidiary of
the Company or any Guarantor, as such, shall not have any liability for any
obligations of the Company or Guarantors under the Notes, the Subsidiary
Guarantees or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.



                                      A2-8
<PAGE>

         15. Authentication. This Note shall not be valid until authenticated by
the manual signature of a Responsible Officer of the Trustee or an
authenticating agent.

         16. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN joint tenants with right of survivorship and
not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).

         17. Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of November 6, 2001, between the Company and the parties
named on the signature pages thereof (the "Registration Rights Agreement").

         18. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                  Tesoro Petroleum Corporation
                  300 Concord Plaza Drive
                  San Antonio, Texas 78216-6999
                  Attention: Vice President, Finance and Treasurer



                                      A2-9
<PAGE>

                        NOTATION OF SUBSIDIARY GUARANTEES

         Payment of principal of, and premium, if any, interest and Liquidated
Damages, if any, on, this Note is jointly, severally, and unconditionally
guaranteed on a senior subordinated basis to the extent and in the manner set
forth in the Indenture by the Guarantors who have become parties to the
Indenture, including the Guarantors duly endorsing this notation. Subsidiary
Guarantees are subject to release under circumstances set forth in the
Indenture.

                  [Insert Names of Guarantors]

                  By TESORO PETROLEUM CORPORATION

                         Attorney each of the Guarantors

                                       By:
                                          ---------------------------


                                            Name:
                                                 -------------------------------

                                            Title:
                                                  ------------------------------



                                     A2-10
<PAGE>

                                 ASSIGNMENT FORM

  To assign this Note, fill in the form below: (I) or (we) assign and transfer
                                  this Note to



--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)


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


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


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


--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.



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


Date:
Your Signature:
               -----------------------------------------------------------------
                  (Sign exactly as your name appears on the face of this Note)


                               SIGNATURE GUARANTEE


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

                                  Signatures must be guaranteed by an "eligible
                                  guarantor institution" meeting the
                                  requirements of the Registrar, which
                                  requirements include membership or
                                  participation in the Security Transfer Agent
                                  Medallion Program ("STAMP") or such other
                                  "signature guarantee program" as may be
                                  determined by the Registrar in addition to, or
                                  in substitution for, STAMP, all in accordance
                                  with the Securities Exchange Act of 1934, as
                                  amended.



                                     A2-11
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

         [ ] Section 4.10                   [ ] Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

         $_____________________________

Date:

Your Signature:
               -----------------------------------------------------------------
                  (Sign exactly as your name appears on the face of the Note)



Tax Identification No.:
                       ---------------------------------------------------------

                               SIGNATURE GUARANTEE

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

                                  Signatures must be guaranteed by an "eligible
                                  guarantor institution" meeting the
                                  requirements of the Registrar, which
                                  requirements include membership or
                                  participation in the Security Transfer Agent
                                  Medallion Program ("STAMP") or such other
                                  "signature guarantee program" as may be
                                  determined by the Registrar in addition to, or
                                  in substitution for, STAMP, all in accordance
                                  with the Securities Exchange Act of 1934, as
                                  amended.



                                     A2-12
<PAGE>

           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

         The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note or Definitive Note, or of other
Restricted Global Notes or Restricted Definitive Note for an interest in this
Regulation S Temporary Global Note, have been made:

<Table>
<Caption>
                                                                        PRINCIPAL AMOUNT OF
                                                                         THIS GLOBAL NOTE         SIGNATURE OF
                          AMOUNT OF DECREASE     AMOUNT OF INCREASE       FOLLOWING SUCH      AUTHORIZED SIGNATORY
                          IN PRINCIPAL AMOUNT    IN PRINCIPAL AMOUNT       DECREASE (OR        OF TRUSTEE OR NOTE
   DATE OF EXCHANGE       OF THIS GLOBAL NOTE    OF THIS GLOBAL NOTE         INCREASE)              CUSTODIAN
   ----------------       -------------------    -------------------    -------------------   --------------------
<S>                       <C>                    <C>                    <C>                   <C>


</Table>



                                     A2-13
<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Tesoro Petroleum Corporation
8700 Tesoro Drive
San Antonio, Texas 78217-6218
Attention: Corporate Secretary

U.S. Bank Trust National Association
535 Griswold, Suite 740
Detroit, Michigan 48226
Attention: Corporate Trust Administration

         Re: Tesoro Petroleum Corporation __% Senior Subordinated Notes due 2008

         Reference is hereby made to the Indenture, dated as of November __,
2001 (the "Indenture"), between Tesoro Petroleum Corporation, as issuer (the
"Company"), certain subsidiary guarantors and U.S. Bank Trust National
Association, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

         ____________________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such in such Note[s] specified in Annex A hereto, in
the principal amount of $__________ in such Note[s] or interests (the
"Transfer"), to ____________________ (the "Transferee"), as further specified in
Annex A hereto. In connection with the Transfer, the Transferor hereby certifies
that:

                             [CHECK ALL THAT APPLY]

         1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO RULE 144A.
The Transfer is being effected pursuant to and in accordance with Rule 144A
under the United States Securities Act of 1933, as amended (the "Securities
Act"), and, accordingly, the Transferor hereby further certifies that the
beneficial interest or Definitive Note is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or Definitive Note for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and such
Person and each such account is a "qualified institutional buyer" within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and
such Transfer is in compliance with any applicable blue sky securities laws of
any state of the United States. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the 144A Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.

         2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE REGULATION S TEMPORARY GLOBAL NOTE, THE REGULATION S PERMANENT GLOBAL
NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is
being effected pursuant



                                      B-1
<PAGE>

to and in accordance with Rule 903 or Rule 904 under the Securities Act and,
accordingly, the Transferor hereby further certifies that (i) the Transfer is
not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act and (iii)
the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other than
an Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note, the
Temporary Regulation S Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

         3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE
144A OR REGULATION S. The Transfer is being effected in compliance with the
transfer restrictions applicable to beneficial interests in Restricted Global
Notes and Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that
(check one):

                  (a) [ ] such Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act;

                                       or

                  (b) [ ] such Transfer is being effected to the Company or a
subsidiary thereof;

                                       or

                  (c) [ ] such Transfer is being effected pursuant to an
effective registration statement under the Securities Act and in compliance with
the prospectus delivery requirements of the Securities Act; or

                  (d) [ ] such Transfer is being effected to an accredited
investor within the meaning of Rule (501)(a)(1), (2), (3) or (7) under the
Securities Act ("Institutional Accredited Investor") or pursuant to another
exemption from the registration requirements of the Securities Act other than
Rule 144A, Rule 144 or Rule 904, and the Transferor hereby certifies that the
Transfer complies with the transfer restrictions applicable to beneficial
interests in a Restricted Global Note or Restricted Definitive Notes and the
requirements of the exemption claimed, which certification is supported by (1)
if the Transfer is to an Institutional Accredited Investor, a



                                      B-2
<PAGE>

certificate executed by the Transferee in the form of Exhibit D to the Indenture
and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a
copy of which the Transferor has attached to this certificate) to the effect
that such Transfer is in compliance with the Securities Act (provided that an
Opinion of Counsel need not be furnished in respect of Transfers of a principal
amount of Notes of $250,000 or more at the time of Transfer to an Institutional
Accredited Investor who furnishes the certificate set forth in (1) above). Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Global Note and/or the Definitive Notes and in the
Indenture and the Securities Act.

         4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

                  (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

                  (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

                  (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i)
The Transfer is being effected pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act other than Rule 144,
Rule 903 or Rule 904 and in compliance with the transfer restrictions contained
in the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.



                                      B-3
<PAGE>

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.



---------------------------------------
[Insert Name of Transferor]



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


Dated:
      ---------------------------------



                                      B-4
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.       The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

         (a)      [ ] a beneficial interest in the:

                  (i)      [ ] 144A Global Note (CUSIP ___________), or

                  (ii)     [ ] Regulation S Global Note (CUSIP ___________); or

         (b)      [ ] a Restricted Definitive Note.

2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

         (a)      [ ] a beneficial interest in the:

                  (i)      [ ] 144A Global Note (CUSIP ___________), or

                  (ii)     [ ] Regulation S Global Note (CUSIP ___________), or

                  (iii)    [ ] Unrestricted Global Note (CUSIP ___________); or

         (b)      [ ] a Restricted Definitive Note.

         (c)      [ ] an Unrestricted Definitive Note,

         in accordance with the terms of the Indenture.



                                      B-5
<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Tesoro Petroleum Corporation
8700 Tesoro Drive
San Antonio, Texas 78217-6218
Attention: Corporate Secretary

U.S. Bank Trust National Association
535 Griswold, Suite 740
Detroit, Michigan 48226
Attention: Corporate Trust Administration

         Re: Tesoro Petroleum Corporation __% Senior Subordinated Notes due 2008

                              (CUSIP ____________)

         Reference is hereby made to the Indenture, dated as of November __,
2001 (the "Indenture"), between Tesoro Petroleum Corporation, as issuer (the
"Company"), certain subsidiary guarantors and U.S. Bank Trust National
Association, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

         ____________________ (the "Owner") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$______________ in such Note[s] or interests (the "Exchange"). In connection
with the Exchange, the Owner hereby certifies that:

         1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

                  (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

                  (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner



                                      C-1
<PAGE>

hereby certifies (i) the Definitive Note is being acquired for the Owner's own
account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Global Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.

                  (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficiary interest in
an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

                  (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

                  (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.



                                      C-2
<PAGE>

                  (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
Exchange of the Owner's Restricted Definitive Note for a beneficial interest in
the

                                   [CHECK ONE]

[ ] 144A Global Note                                [ ] Regulation S Global Note

with an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer and (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                       ------------------------------
                                       [Insert Name of Owner]


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



                                      C-3
<PAGE>

                                                                       EXHIBIT D

                FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL
                               ACCREDITED INVESTOR

Tesoro Petroleum Corporation
8700 Tesoro Drive
San Antonio, Texas 78217-6218
Attention: Corporate Secretary

U.S. Bank Trust National Association
535 Griswold, Suite 740
Detroit, Michigan 48226
Attention: Corporate Trust Administration

         Re: Tesoro Petroleum Corporation __% Senior Subordinated Notes due 2008

         Reference is hereby made to the Indenture, dated as of November __,
2001 (the "Indenture"), among Tesoro Petroleum Corporation, as issuer (the
"Company"), certain subsidiary guarantors and U.S. Bank Trust National
Association, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

         In connection with our proposed purchase of $______________ aggregate
principal amount of:

         (a) [ ] a beneficial interest in a Global Note, or

         (b) [ ] a Definitive Note,

         we confirm that:

1.       we are an "accredited investor" within the meaning of Rule 501(a)(1),
         (2), (3) or (7) under the Securities Act of 1933, as amended (the
         "Securities Act"), or an entity in which all of the equity owners are
         accredited investors within the meaning of Rule (501)(a)(1), (2), (3)
         or (7) under the Securities Act (an "institutional accredited
         investor");

2.       (i)(A) any purchase of the Notes by us will be for our own account or
         for the account of one or more other institutional accredited investors
         or as fiduciary for the account of one or more trusts, each of which is
         an "accredited investor" within the meaning of Rule 501(a)(7) under the
         Securities Act and for each of which we exercise sole investment
         discretion or (B) we are a "bank," within the meaning of Section
         3(a)(2) of the Securities Act, or a "savings and loan association" or
         other institution described in Section 3(a)(5)(A) of the Securities Act
         that is acquiring Notes as fiduciary for the account of one or more
         institutions for which we exercise sole investment discretion;

3.       in the event that we purchase any Notes, we will acquire Notes having a
         minimum purchase price of not less than $250,000 for our own account
         and for each separate account for which we are acting;



                                      D-1
<PAGE>

4.       we have such knowledge and experience in financial and business matters
         that we are capable of evaluating the merits and risks of purchasing
         Notes;

5.       we are not acquiring the Notes with a view to any distribution thereof
         in a transaction that would violate the Securities Act or the
         securities laws of any State of the United States or any other
         applicable jurisdictions, provided that the disposition of our property
         and the property of any accounts for which we are acting as fiduciary
         shall remain at all times within our control;

6.       we have received a copy of the Offering Memorandum relating to the
         offering of the Notes and acknowledge that we have had access to such
         financial and other information, and have been afforded the opportunity
         to ask such questions of representatives of the Company and receive
         answers thereto, as we deem necessary in connection with our decision
         to purchase the Notes; and

7.       (vii)(a) we are not an employee benefit plan or other arrangement that
         is subject to the Employee Retirement Income Security Act of 1974, as
         amended, or Section 4975 of the Internal Revenue Code of 1986, as
         amended, or an entity whose underlying assets include assets of such a
         plan or arrangement (pursuant to 29 C.F.R. Section 2510.3-101 or
         otherwise), and we are not purchasing (and will not hold) the Notes on
         behalf of, or with the assets of, any such plan, arrangement or entity;
         or (b) our purchase and holding of the Notes are completely covered by
         the full exemptive relief provided by U.S. Department of Labor
         Prohibited Transaction Class Exemption 96-23, 95-60, 91-38, 90-1 or
         84-14.

                  We understand that the Notes were offered in a transaction not
involving any public offering in the United States within the meaning of the
Securities Act and that the Notes have not been registered under the Securities
Act or any state securities laws, and they were offered for resale in
transactions not requiring registration under the Securities Act. We agree, on
our own behalf, and on behalf of each account for which we acquire any Notes,
that if in the future we decide to offer, resell, pledge or otherwise transfer
such Notes, such Notes may be offered, resold, pledged or otherwise transferred
only (a) to the Company or a subsidiary thereof, (b) pursuant to an effective
registration statement under the Securities Act, (c) inside the United States to
a person who is a "qualified institutional buyer" (as defined in Rule 144A under
the Securities Act) in a transaction meeting the requirements of Rule 144A, (d)
inside the United States, to an institutional accredited investor that, prior to
such transfer, furnishes to the trustee, a signed letter similar to this letter
containing certain representations relating to restrictions on transfer of the
note evidenced hereby, (e) pursuant to offers and sales to Non-U.S. Persons that
occur outside the United States within the meaning of Regulation S under the
Securities Act, or (f) pursuant to another available exemption from the
registration requirements of the Securities Act, and, in each case, in
accordance with any applicable securities laws of any State or any other
applicable jurisdiction and in accordance with the legends set forth on the
Notes. We further agree to provide any person purchasing any of the Notes other
than pursuant to clause (b) above from us a notice advising such purchaser that
resales of such securities are restricted as stated herein. We understand that
the registrar and transfer agent for the Notes will not be required to accept
for registration of transfer any Notes, except upon presentation of evidence
satisfactory to the Company that the foregoing restrictions on transfer have
been complied with.



                                      D-2
<PAGE>

We further understand that any Notes we receive will be in the form of
definitive physical certificates and that such certificates will bear a legend
reflecting the substance of this paragraph.

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

                  We acknowledge that you and the Company will rely upon the
truth and accuracy of our acknowledgments, confirmations and agreements in this
letter. Further, we acknowledge and agree that you and the Company are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or, official inquiry with
respect to the matters covered hereby.

                                       -----------------------------------------
                                       [Insert Name of Accredited Investor]


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



                                      D-3
<PAGE>

                                                                       EXHIBIT E

                         FORM OF SUPPLEMENTAL INDENTURE

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
_______________, _____ among Tesoro Petroleum Corporation, a Delaware
corporation (the "Company"), the subsidiaries of the Company listed on the
signatures pages thereof (collectively, the "Guarantors"), [name of New
Guarantor] (the "New Guarantor"), an affiliate of the Company and U.S. Bank
Trust National Association, as trustee under the indenture referred to below
(the "Trustee"). Capitalized terms used herein and not defined herein shall have
the meaning ascribed to them in the Indenture (as defined below).

                                   WITNESSETH

         WHEREAS, the Company and the Guarantors have heretofore executed and
delivered to the Trustee an indenture (the "Indenture"), dated as of November
__, 2001, providing for the initial original issuance of an aggregate principal
amount of $215,000,000 of ___% Senior Subordinated Notes due 2008 (the "Notes");

         WHEREAS, Article XI of the Indenture provides that under certain
circumstances the Company may or must cause certain of its Subsidiaries to
execute and deliver to the Trustee a supplemental indenture pursuant to which
such Subsidiaries shall unconditionally guarantee all of the Company's
Obligations under the Notes pursuant to a Subsidiary Guarantee on the terms and
conditions set forth herein; and

         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, the New Guarantor and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         1. Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

         2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and
severally with all other Guarantors, to guarantee the Company's Obligations
under the Notes and the Indenture on the terms and subject to the conditions set
forth in Article XI of the Indenture and to be bound by all other applicable
provisions of the Indenture.

         3. No Recourse Against Others. No past, present or future director,
officer, employee, incorporator, partner, member, shareholder or agent of any
Guarantor, as such, shall have any liability for any obligations of the Company
or any Guarantor under the Notes, any Subsidiary Guarantees, the Indenture or
this Supplemental Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.



                                      E-1
<PAGE>

         4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

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

         6. Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.

         7. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the correctness of the recitals of fact
contained herein, all of which recitals are made solely by the New Guarantor.

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

Dated:

                                       TESORO PETROLEUM CORPORATION


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

                                       [New Guarantor]


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

                                       U.S. BANK TRUST NATIONAL ASSOCIATION
                                          as Trustee


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



                                      E-2
<PAGE>

                                                                       EXHIBIT F

                          REGISTRATION RIGHTS AGREEMENT



                                       F-1