<PAGE>
                                                                     EXHIBIT 4.5





                                 XTO ENERGY INC.

                                       AND

                                -----------------
                                     Trustee

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


                                    INDENTURE

                          Dated as of _____ __ __, 2001


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




                          SUBORDINATED DEBT SECURITIES


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                            <C>
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION ...........    1
   Section 1.1   Definitions ................................................    1
   Section 1.2   Other Definitions ..........................................   19
   Section 1.3   Incorporation by Reference of Trust Indenture Act ..........   19
   Section 1.4   Rules of Construction ......................................   20

ARTICLE II THE SECURITIES ...................................................   20
   Section 2.1   Forms Generally ............................................   20
   Section 2.2   Title and Terms ............................................   21
   Section 2.3   Denominations ..............................................   24
   Section 2.4   Execution, Authentication, Delivery and Dating .............   24
   Section 2.5   Temporary Securities .......................................   25
   Section 2.6   Security Register and Depositary ...........................   26
   Section 2.7   Transfer and Exchange ......................................   26
   Section 2.8   Additional Provisions for Global Securities ................   29
   Section 2.9   Mutilated, Destroyed, Lost and Stolen Securities ...........   30
   Section 2.10  Payment of Interest; Interest Rights Preserved .............   30
   Section 2.11  Persons Deemed Owners ......................................   31
   Section 2.12  Cancellation ...............................................   32
   Section 2.13  Computation of Interest ....................................   32
   Section 2.14  CUSIP Numbers ..............................................   32
   Section 2.15  Form of Trustee's Certificate of Authentication ............   32

ARTICLE III SATISFACTION AND DISCHARGE ......................................   33
   Section 3.1   Satisfaction and Discharge of Indenture ....................   33
   Section 3.2   Application of Trust Money .................................   34

ARTICLE IV REMEDIES .........................................................   34
   Section 4.1   Events of Default ..........................................   34
   Section 4.2   Acceleration of Maturity; Rescission and Annulment .........   37
   Section 4.3   Collection of Indebtedness and Suits for Enforcement
                  by Trustee ................................................   38
   Section 4.4   Trustee May File Proofs of Claim ...........................   39
   Section 4.5   Trustee May Enforce Claims Without Possession of
                  Securities ................................................   40
   Section 4.6   Application of Money Collected .............................   40
   Section 4.7   Limitation on Suits ........................................   41
   Section 4.8   Unconditional Right of Holders to Receive Principal,
                  Premium and Interest ......................................   41
   Section 4.9   Restoration of Rights and Remedies .........................   41
   Section 4.10  Rights and Remedies Cumulative .............................   42
   Section 4.11  Delay or Omission Not Waiver ...............................   42
   Section 4.12  Control by Holders .........................................   42
   Section 4.13  Waiver of Past Defaults ....................................   42
   Section 4.14  Waiver of Stay, Extension or Usury Laws ....................   43
   Section 4.15  Undertaking for Costs ......................................   43

ARTICLE V THE TRUSTEE .......................................................   43
   Section 5.1   Notice of Defaults .........................................   43
   Section 5.2   Certain Rights of Trustee ..................................   44
   Section 5.3   Trustee Not Responsible for Recitals or Issuance of
                  Securities ................................................   45
   Section 5.4   May Hold Securities ........................................   45
   Section 5.5   Money Held in Trust ........................................   45
   Section 5.6   Compensation and Reimbursement .............................   46
   Section 5.7   Corporate Trustee Required; Eligibility ....................   46
   Section 5.8   Conflicting Interests ......................................   47
   Section 5.9   Resignation and Removal; Appointment of Successor ..........   47
   Section 5.10  Acceptance of Appointment by Successor .....................   48
</TABLE>

                                       i

<PAGE>
<TABLE>
<S>                                                                            <C>
   Section 5.11  Merger, Conversion, Consolidation or Succession to
                  Business ..................................................   49
   Section 5.12  Preferential Collection of Claims Against Company ..........   49

ARTICLE VI HOLDERS' LISTS AND REPORTS BY TRUSTEE ............................   49
   Section 6.1   Disclosure of Names and Addresses of Holders ...............   49
   Section 6.2   Reports By Trustee .........................................   49

ARTICLE VII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE ............   50
   Section 7.1   Company May Consolidate, etc., Only on Certain Terms .......   50
   Section 7.2   Successor Substituted ......................................   51

ARTICLE VIII SUPPLEMENTAL INDENTURES ........................................   51
   Section 8.1   Supplemental Indentures without Consent of Holders .........   51
   Section 8.2   Supplemental Indentures with Consent of Holders ............   53
   Section 8.3   Execution of Supplemental Indentures .......................   53
   Section 8.4   Effect of Supplemental Indentures ..........................   54
   Section 8.5   Conformity with Trust Indenture Act ........................   54
   Section 8.6   Reference in Securities to Supplemental Indentures .........   54
   Section 8.7   Notice of Supplemental Indentures ..........................   54

ARTICLE IX COVENANTS ........................................................   54
   Section 9.1   Payment of Principal, Premium, if any, and Interest ........   54
   Section 9.2   Maintenance of Office or Agency ............................   55
   Section 9.3   Money for Security Payments to Be Held in Trust ............   55
   Section 9.4   Corporate Existence ........................................   56
   Section 9.5   Payment of Taxes and Other Claims ..........................   57
   Section 9.6   Maintenance of Properties ..................................   57
   Section 9.7   Insurance ..................................................   57
   Section 9.8   Statement by Officers as to Default ........................   58
   Section 9.9   Reports ....................................................   58
   Section 9.10  Limitation on Liens ........................................   59
   Section 9.11  Waiver of Certain Covenants ................................   59

ARTICLE X REDEMPTION OF SECURITIES ..........................................   59
   Section 10.2  Applicability of Article ...................................   59
   Section 10.3  Election to Redeem; Notice to Trustee ......................   59
   Section 10.4  Selection by Trustee of Securities to Be Redeemed ..........   60
   Section 10.5  Notice of Redemption .......................................   60
   Section 10.6  Deposit of Redemption Price ................................   61
   Section 10.7  Securities Payable on Redemption Date ......................   61
   Section 10.8  Securities Redeemed in Part ................................   61
   Section 10.9  Optional Redemption at Make Whole Price ....................   62

ARTICLE XI DEFEASANCE AND COVENANT DEFEASANCE ...............................   63
   Section 11.1  Company's Option to Effect Defeasance or Covenant
                  Defeasance ................................................   63
   Section 11.2  Defeasance and Discharge ...................................   63
   Section 11.3  Covenant Defeasance ........................................   63
   Section 11.4  Conditions to Defeasance or Covenant Defeasance ............   64
   Section 11.5  Deposited Money and U.S. Government Obligations to Be
                  Held in Trust; Other Miscellaneous Provisions .............   66
   Section 11.6  Reinstatement ..............................................   66

ARTICLE XII CONVERSION ......................................................   67
   Section 12.1  Applicability; Conversion Privilege and Conversion Price ...   67
   Section 12.2  Conversion Procedure .......................................   67
   Section 12.3  Fractions of Shares ........................................   68
   Section 12.4  Adjustment of Conversion Price .............................   68
   Section 12.5  Notice of Adjustments of Conversion Price ..................   72
   Section 12.6  Trustee's Adjustment Disclaimer ............................   72
   Section 12.7  Notice of Certain Corporate Actions ........................   72
   Section 12.8  Company to Reserve Common Stock ............................   73
   Section 12.9  Taxes on Conversions .......................................   73
   Section 12.10 Covenant as to Common Stock ................................   73
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                            <C>
   Section 12.11  Cancellation of Converted Securities ......................   74
   Section 12.12  Effect of Merger, Consolidation or Sale of Assets .........   74

ARTICLE XIII SUBORDINATION OF SECURITIES ....................................   75
   Section 13.1  Securities Subordinate to Senior Indebtedness ..............   75
   Section 13.2  Payment Over of Proceeds upon Dissolution, etc .............   75
   Section 13.3  Suspension of Payment When Senior Indebtedness in Default ..   77
   Section 13.4  Trustee's Relation to Senior Indebtedness ..................   78
   Section 13.5  Subrogation to Rights of Holders of Senior Indebtedness ....   78
   Section 13.6  Provisions Solely To Define Relative Rights ................   79
   Section 13.7  Trustee To Effectuate Subordination ........................   79
   Section 13.8  No Waiver of Subordination Provisions ......................   79
   Section 13.9  Notice to Trustee ..........................................   80
   Section 13.10 Reliance on Judicial Order or Certificate of Liquidating
                  Agent .....................................................   81
   Section 13.11 Rights of Trustee as Holder of Senior Indebtedness;
                  Preservation of Trustee's Rights ..........................   81
   Section 13.12 Article Applicable to Paying Agents                            81
   Section 13.13 No Suspension of Remedies ..................................   82

ARTICLE XIV MISCELLANEOUS ...................................................   82
   Section 14.1  Compliance Certificates and Opinions .......................   82
   Section 14.2  Form of Documents Delivered to Trustee .....................   82
   Section 14.3  Acts of Holders ............................................   83
   Section 14.4  Notices, etc. to Trustee and Company .......................   84
   Section 14.5  Notice to Holders; Waiver ..................................   84
   Section 14.6  Effect of Headings and Table of Contents ...................   85
   Section 14.7  Successors and Assigns .....................................   85
   Section 14.8  Separability Clause ........................................   85
   Section 14.9  Benefits of Indenture ......................................   85
   Section 14.10 Governing Law; Trust Indenture Act Controls ................   86
   Section 14.11 Legal Holidays .............................................   86
   Section 14.12 No Recourse Against Others .................................   86
   Section 14.13 Duplicate Originals ........................................   87
   Section 14.14 No Adverse Interpretation of Other Agreements ..............   87

EXHIBIT A    FORM OF SECURITY ...............................................   A-1
</TABLE>


                                       iii

<PAGE>

     INDENTURE, dated as of _________ __, 2001 between XTO ENERGY INC., a
Delaware corporation (hereinafter called the "Company") and
____________________, a _________________ corporation, trustee (hereinafter
called the "Trustee").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance by the Company in one or more series from
time to time of debentures, notes or other evidences of indebtedness, unlimited
as to principal amount, to bear such rates of interest, to mature at such time
or times and to have such other provisions as shall be fixed as hereinafter
provided.

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

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE I

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1  Definitions.

     "Act," when used with respect to any Holder, has the meaning specified in
Section 14.3.

     "Adjusted Consolidated Net Tangible Assets" means (without duplication), as
of the date of determination, (a) the sum of (i) discounted future net revenues
from proved oil and gas reserves of the Company and its Restricted Subsidiaries
calculated in accordance with SEC guidelines before any state or federal income
taxes, as estimated by a nationally recognized firm of independent petroleum
engineers in a reserve report prepared as of the end of the Company's most
recently completed fiscal year, as increased by, as of the date of
determination, the estimated discounted future net revenues from (A) estimated
proved oil and gas reserves acquired since the date of such year-end reserve
report, and (B) estimated oil and gas reserves attributable to upward revisions
of estimates of proved oil and gas reserves since the date of such year-end
reserve report due to exploration, development or exploitation activities, in
each case calculated in accordance with SEC guidelines (utilizing the prices
utilized in such year-end reserve report), and decreased by, as of the date of
determination, the estimated discounted future

<PAGE>

net revenues from (C) estimated proved oil and gas reserves produced or disposed
of since the date of such year-end reserve report and (D) estimated oil and gas
reserves attributable to downward revisions of estimates of proved oil and gas
reserves since the date of such year-end reserve report due to changes in
geological conditions or other factors which would, in accordance with standard
industry practice, cause such revisions, in each case calculated in accordance
with SEC guidelines (utilizing the prices utilized in such year-end reserve
report); provided that, in the case of each of the determinations made pursuant
to clauses (A) through (D), such increases and decreases shall be as estimated
by the Company's petroleum engineers, (ii) the capitalized costs that are
attributable to oil and gas properties of the Company and its Restricted
Subsidiaries to which no proved oil and gas reserves are attributable, based on
the Company's books and records as of a date no earlier than the date of the
Company's latest annual or quarterly financial statements, (iii) the Net Working
Capital on a date no earlier than the date of the Company's latest annual or
quarterly financial statements and (iv) the greater of (A) the net book value on
a date no earlier than the date of the Company's latest annual or quarterly
financial statements or (B) the appraised value, as estimated by independent
appraisers, of other tangible assets (including, without duplication,
investments in unconsolidated Restricted Subsidiaries) of the Company and its
Restricted Subsidiaries, as of the date no earlier than the date of the
Company's latest audited financial statements, minus (b) the sum of (i) minority
interests (other than a minority interest in a Subsidiary that is a business
trust or similar entity formed for the primary purpose of issuing preferred
securities the proceeds of which are loaned to the Company or a Restricted
Subsidiary), (ii) any net gas balancing liabilities of the Company and its
Restricted Subsidiaries reflected in the Company's latest audited financial
statements, (iii) to the extent included in (a)(i) above, the discounted future
net revenues, calculated in accordance with SEC guidelines (utilizing the prices
utilized in the Company's year-end reserve report), attributable to reserves
which are required to be delivered to third parties to fully satisfy the
obligations of the Company and its Restricted Subsidiaries with respect to
Volumetric Production Payments on the schedules specified with respect thereto
and (iv) the discounted future net revenues, calculated in accordance with SEC
guidelines, attributable to reserves subject to Dollar-Denominated Production
Payments which, based on the estimates of production and price assumptions
included in determining the discounted future net revenues specified in (a)(i)
above, would be necessary to fully satisfy the payment obligations of the
Company and its Restricted Subsidiaries with respect to Dollar-Denominated
Production Payments on the schedules specified with respect thereto. If the
Company changes its method of accounting from the successful efforts method to
the full cost method or a similar method of accounting, "Adjusted Consolidated
Net Tangible Assets" will continue to be calculated as if the Company was still
using the successful efforts method of accounting.

     "Affiliate" means, with respect to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control," when used with respect to any Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of this definition, beneficial ownership of 10% or more of the voting
common equity (on a fully diluted basis including options or warrants to
purchase such equity, but only if exercisable at the date of determination or
within 60 days thereof) of a Person shall be deemed to constitute control



                                        2

<PAGE>

of such Person. No Person shall be deemed an Affiliate of an oil and gas royalty
trust solely by virtue of ownership of units of beneficial interest in such
trust.

     "Asset Sale" means any sale, issuance, conveyance, transfer, lease or other
disposition to any Person other than the Company or any of its Restricted
Subsidiaries (including, without limitation, by way of merger or consolidation)
(collectively, for purposes of this definition, a "transfer"), directly or
indirectly, in one or a series of related transactions, of (a) any Capital Stock
of any Restricted Subsidiary held by the Company or any Restricted Subsidiary;
(b) all or substantially all of the properties and assets of any division or
line of business of the Company or any of its Restricted Subsidiaries; or (c)
any other properties or assets of the Company or any of its Restricted
Subsidiaries other than any abandonment, farm-in, farm-out, lease or sublease of
developed and/or undeveloped properties or any disposition of hydrocarbons or
other mineral products in the ordinary course of business. For the purposes of
this definition, the term "Asset Sale" shall not include (i) any transfer of
properties or assets that is governed by, and made in accordance with, the
provisions of Article VII; (ii) any transfer of properties or assets to an
Unrestricted Subsidiary; (iii) any trade or exchange of Oil and Gas Properties
or shares of Capital Stock in any corporation in the Oil and Gas Business
(including any Oil and Gas Securities) owned by the Company or any Restricted
Subsidiary for Oil and Gas Properties owned or held by another Person provided
that (x) the Fair Market Value of the Properties or shares traded or exchanged
by the Company or such Restricted Subsidiary (including any cash or Cash
Equivalents, not to exceed 15% of such Fair Market Value, to be delivered by the
Company or such Restricted Subsidiary) is reasonably equivalent to the Fair
Market Value of the Properties (together with any cash or Cash Equivalents, not
to exceed 15% of such Fair Market Value) to be received by the Company or such
Restricted Subsidiary as determined in good faith by (A) any officer of the
Company if such Fair Market Value is less than $5,000,000 and (B) the Board of
Directors of the Company as evidenced by a Board Resolution delivered to the
Trustee if such Fair Market Value is equal to or in excess of $5,000,000,
provided that if such resolution indicates that such Fair Market Value is equal
to or in excess of $10,000,000 such resolution shall be accompanied by a written
appraisal by a nationally recognized investment banking firm or appraisal firm,
in each case specializing or having a specialty in oil and gas Properties, and
(y) such exchange is approved by a majority of the Disinterested Directors of
the Company; (iv) Sale/Leaseback Transactions; or (v) any disposition of any
Property in a single transaction or series of related transactions that, in the
Opinion of Counsel, qualifies as a "like kind exchange" under Section 1031 of
the Code; or (vi) any transfer of Properties having a Fair Market Value of less
than $2,000,000.

     "Attributable Indebtedness" means, with respect to any particular lease
under which any Person is at the time liable and at any date as of which the
amount thereof is to be determined, the present value of the total net amount of
rent required to be paid by such Person under the lease during the primary term
thereof, without giving effect to any renewals at the option of the lessee,
discounted from the respective due dates thereof to such date of determination
at the rate of interest per annum implicit in the terms of the lease. As used in
the preceding sentence, the "net amount of rent" under any lease for any such
period shall mean the sum of rental and other payments required to be paid with
respect to such period by the lessee thereunder, excluding any amounts required
to be paid by such lessee on account of maintenance and repairs, insurance,
taxes, assessments, water rates or similar charges. In the case of any lease
which is terminable by



                                        3

<PAGE>

the lessee upon payment of a penalty, such net amount of rent shall also include
the amount of such penalty, but no rent shall be considered as required to be
paid under such lease subsequent to the first date upon which it may be so
terminated.

     "Average Life" means, with respect to any Indebtedness, as at any date of
determination, the quotient obtained by dividing (a) the sum of the products of
(i) the number of years (and any portion thereof) from the date of determination
to the date or dates of each successive scheduled principal payment (including,
without limitation, any sinking fund or mandatory redemption payment
requirements) of such Indebtedness multiplied by (ii) the amount of each such
principal payment by (b) the sum of all such principal payments.

     "Board of Directors" means, with respect to the Company, either the board
of directors of the Company or any duly authorized committee of such board of
directors, and, with respect to any Restricted Subsidiary, either the board of
directors of such Restricted Subsidiary or any duly authorized committee of that
board.

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

     "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in the Borough of Manhattan,
The City of New York, New York, or the city in which the Trustee's Corporate
Trust Office is located, are authorized or obligated by law or executive order
to close.

     "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations, rights in or other equivalents in the equity
interests (however designated) in such Person, and any rights (other than debt
securities convertible into an equity interest), warrants or options exercisable
for, exchangeable for or convertible into such an equity interest in such
Person.

     "Capitalized Lease Obligation" means any obligation to pay rent or other
amounts under a lease of (or other agreement conveying the right to use) any
property (whether real, personal or mixed) that is required to be classified and
accounted for as a capital lease obligation under GAAP, and, for the purpose of
this Indenture, the amount of such obligation at any date shall be the
capitalized amount thereof at such date, determined in accordance with GAAP.

     "Cash Equivalents" means (a) any evidence of Indebtedness with a maturity
of 365 days or less issued or directly and fully guaranteed or insured by the
United States of America or any agency or instrumentality thereof (provided that
the full faith and credit of the United States of America is pledged in support
thereof); (b) demand and time deposits and certificates of deposit or
acceptances with a maturity of 365 days or less of any financial institution
that is a member of


                                       4

<PAGE>

the Federal Reserve System having combined capital and surplus and undivided
profits of not less than $500,000,000; (c) commercial paper with a maturity of
365 days or less issued by a corporation that is not an Affiliate of the Company
and is organized under the laws of any state of the United States or the
District of Columbia and rated at least A-1 by S&P or at least P-1 by Moody's;
(d) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clause (a) above entered into
with any commercial bank meeting the specifications of clause (b) above; and (e)
overnight bank deposits and bankers' acceptances at any commercial bank meeting
the qualifications specified in clause (b) above.

     "Code" shall mean the Internal Revenue Code of 1986, as amended, as now or
hereafter in effect, together with all regulations, rulings and interpretations
thereof or thereunder issued by the Internal Revenue Service.

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

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

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

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

     "Consolidated Net Worth" means, at any date, the consolidated stockholders'
equity of the Company less the amount of such stockholders' equity attributable
to Redeemable Capital Stock or treasury stock of the Company and its Restricted
Subsidiaries, as determined in accordance with GAAP.

     "Corporate Trust Office" means the principal corporate trust office of the
Trustee, at which at any particular time its corporate trust business shall be
administered, which office at the date of execution of this Indenture is located
at ___________________________, Attention: __________________.

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

     "Definitive Securities" of a series means certificated Securities of that
series that are in the form established pursuant to Section 2.1.


                                        5

<PAGE>

     "Depositary" means with respect to the Securities issuable or issued in
whole or in part in global form, the Person specified in Section 2.6 as the
Depositary with respect to the Securities, until a successor shall have been
appointed and become such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

     "Designated Senior Indebtedness" means (a) all Senior Indebtedness
constituting monetary obligations of every nature under the Company's revolving
credit agreement then in effect and (b) any other Senior Indebtedness which (i)
at the time of incurrence equals or exceeds $10,000,000 in aggregate principal
amount and (ii) is specifically designated by the Company in the instrument
evidencing such Senior Indebtedness as "Designated Senior Indebtedness" for
purpose of this Indenture.

     "Disinterested Director" means, with respect to any transaction or series
of transactions in respect of which a Board Resolution of the Company is
required to be delivered under this Indenture, a member of the Board of
Directors of the Company who does not have any material direct or indirect
financial interest (other than an interest arising solely from the beneficial
ownership of Capital Stock of the Company) in or with respect to such
transaction or series of transactions.

     "Dollar-Denominated Production Payments" means production payment
obligations recorded as liabilities in accordance with GAAP, together with all
undertakings and obligations in connection therewith.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time, and all rules, regulations, rulings and
interpretations thereof issued by the Internal Revenue Service or the Department
of Labor thereunder.

     "ERISA Affiliate" shall mean any subsidiary or trade or business (whether
or not incorporated) which is a member of a group of which the Company is a
member and which is under common control within the meaning of Section 414 of
the Code (such rules and regulations shall also be deemed to apply to foreign
corporations and entities).

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, and any successor act thereto.

     "Fair Market Value" means the fair market value of a Property (including
shares of Capital Stock) or Redeemable Capital Stock as determined by a Board
Resolution of the Company adopted in good faith, which determination shall be
conclusive for purposes of this Indenture; provided, however, that unless
otherwise specified herein, the Board of Directors shall be under no obligation
to obtain any valuation or assessment from any investment banker, appraiser or
other third party.

     "Federal Bankruptcy Code" means the United States Bankruptcy Code of Title
11 of the United States Code, as amended from time to time.



                                        6

<PAGE>

     "GAAP" means generally accepted accounting principles, consistently
applied, that are set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant
segment of the accounting profession of the United States of America, which are
applicable as of the date of this Indenture.

     "Global Security" of a series means a Security of that series that is
issued in global form in the name of Cede & Co. or such other name as may be
requested by an authorized representative of the Depositary.

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

     "Indebtedness" means, with respect to any Person, without duplication, (a)
all liabilities of such Person for borrowed money or for the deferred purchase
price of property or services, excluding any trade accounts payable and other
accrued current liabilities incurred in the ordinary course of business, but
including, without limitation, all obligations, contingent or otherwise, of such
Person in connection with any letters of credit, bankers' acceptance or other
similar credit transaction and in connection with any agreement to purchase,
redeem, exchange, convert or otherwise acquire for value any Capital Stock of
such Person, or any warrants, rights or options to acquire such Capital Stock,
now or hereafter outstanding, if, and to the extent, any of the foregoing would
appear as a liability upon a balance sheet of such Person prepared in accordance
with GAAP, (b) all obligations of such Person evidenced by bonds, notes,
debentures or other similar instruments, if, and to the extent, any of the
foregoing would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP, (c) all Indebtedness of such Person created or
arising under any conditional sale or other title retention agreement with
respect to property acquired by such Person (even if the rights and remedies of
the seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), but excluding trade accounts payable
arising in the ordinary course of business, (d) all Capitalized Lease
Obligations of such Person, (e) the Attributable Indebtedness (in excess of any
related Capitalized Lease Obligations) related to any Sale/Leaseback Transaction
of such Person, (f) all Indebtedness referred to in the preceding clauses of
other Persons and all dividends of other Persons, the payment of which is
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien upon property (including,
without limitation, accounts and contract rights) owned by such Person, even
though such Person has not assumed or become liable for the payment of such
Indebtedness (the amount of such obligation being deemed to be the lesser of the
value of such property or asset or the amount of the obligation so secured), (g)
all guarantees by such Person of Indebtedness referred to in this definition
(including, with respect to any Production Payment, any warranties or guaranties
of production or payment by such Person with respect to such Production Payment
but excluding other contractual obligations of such Person with respect to such
Production Payment), (h) all Redeemable Capital Stock of such Person valued at
the greater of its voluntary or involuntary maximum fixed repurchase price plus
accrued dividends, (i) all net obligations of such Person under or in respect of
currency exchange contracts and Interest Rate Protection Obligations and (j) any
amendment, supplement, modification, deferral, renewal, extension or refunding
of any liability of such Person of the types referred to in clauses (a) through
(i) above.



                                        7

<PAGE>

For purposes hereof, the "maximum fixed repurchase price" of any Redeemable
Capital Stock which does not have a fixed repurchase price shall be calculated
in accordance with the terms of such Redeemable Capital Stock as if such
Redeemable Capital Stock were purchased on any date on which Indebtedness shall
be required to be determined pursuant to this Indenture, and if such price is
based upon, or measured by, the Fair Market Value of such Redeemable Capital
Stock, such fair market value shall be determined in good faith by the board of
directors of the issuer of such Redeemable Capital Stock, provided, however,
that if such Redeemable Capital Stock is not at the date of determination
permitted or required to be repurchased, the "maximum fixed repurchase price"
shall be the book value of such Redeemable Capital Stock. Subject to clause (g)
of the first sentence of this definition, neither Dollar-Denominated Production
Payments nor Volumetric Production Payments shall be deemed to be Indebtedness.
The net mark-to-market obligations under Oil and Gas Hedging Contracts shall not
be deemed to be Indebtedness. Notwithstanding clause (d) of the first sentence
of this definition, the Attributable Indebtedness of any Sale/Leaseback
Transaction involving the Company's interest in the Waggoner Building, 810
Houston Street, Fort Worth, Texas shall not be deemed to be Indebtedness.

     "Indenture" means this instrument as originally executed and as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof.

     "Insolvency or Liquidation Proceeding" means, with respect to any Person,
(a) an insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization proceeding or other similar case or proceeding in
connection therewith, relating to such Person or to its creditors, as such, or
its assets, (b) any liquidation, dissolution or other winding-up of such Person,
whether voluntary or involuntary, or (c) any assignment for the benefit of
creditors or any other marshaling of assets and liabilities of such Person.

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

     "Interest Rate Protection Obligations" means the obligations of any Person
pursuant to any arrangement with any other Person whereby, directly or
indirectly, such person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such Person
calculated by applying a fixed or a floating rate of interest on the same
notional amount and includes, without limitation, interest rate swaps, caps,
floors, collars and similar agreements or arrangements designed to protect
against or manage such Person's and any of its Subsidiaries' exposure to
fluctuations in interest rates.

     "Lien" means any mortgage, charge, pledge, lien (statutory or other),
security interest, hypothecation, assignment for security, claim, or preference
or priority or other encumbrance or similar agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
agreement to give or grant a Lien or any lease, conditional sale or other title
retention agreement having substantially the same economic effect as any of the
foregoing) upon or with respect to any property of any kind. A Person shall be
deemed to own subject to a Lien any property which such Person has acquired or
holds subject to the interest of a vendor or



                                        8

<PAGE>

lessor under any conditional sale agreement, capital lease or other title
retention agreement. If the sale or transfer of a Production Payment does not
involve a guaranty of the type described in clause (g) of the first sentence of
the definition of Indebtedness, such sale, transfer or creation shall not be
deemed to create a Lien.

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

     "Moody's" means Moody's Investors Service, Inc. and its successors.

     "Multiemployer Plan" shall mean a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA, Section 414 of the Code or Section 3(37) of ERISA
(or any similar type of plan established or regulated under the laws of any
foreign country) to which the Company or any ERISA Affiliate is making or
accruing or has made or accrued an obligation to make contributions.

     "Multiple Employer Plan" shall mean any employee benefit plan within the
meaning of Section 3(3) of ERISA, other than a Multiemployer Plan, subject to
Title IV of ERISA, to which the Company or any ERISA Affiliate and an employer
other than an ERISA Affiliate or the Company contribute and which is subject to
Section 4064 of ERISA.

     "Net Working Capital" means (a) all current assets of the Company and its
Restricted Subsidiaries, minus (b) all current liabilities of the Company and
its Restricted Subsidiaries, except current liabilities included in
Indebtedness, in each case as set forth in financial statements of the Company
prepared in accordance with GAAP.

     "Non-payment Default" means, for purposes of Article XIII hereof, any event
(other than a Payment Default) the occurrence of which entitles one or more
persons to act to accelerate the maturity of any Designated Senior Indebtedness.

     "Non-Recourse Indebtedness" means Indebtedness (or that portion of
Indebtedness of a Non-Recourse Subsidiary) as to which (a) the holders of such
Indebtedness agree that they will look solely to the Property securing such
Indebtedness for payment on or in respect of such Indebtedness and (b) no
default with respect to such Indebtedness (including any rights which the
holders thereof may have to take enforcement action against a Non-Recourse
Subsidiary) would permit (upon notice, lapse of time or both) any holder of any
other Indebtedness (other than Non-Recourse Indebtedness) of the Company or its
Subsidiaries (other than a Non-Recourse Subsidiary) to declare a default on such
other Indebtedness or cause the payment thereof to be accelerated or payable
prior to its stated maturity.

     "Non-Recourse Subsidiary" means a Subsidiary or an Affiliate (i)
established for the purpose of acquiring or investing in property securing
Non-Recourse Indebtedness, (ii) substantially all of the assets of which consist
of property securing Non-Recourse Indebtedness, and (iii) which shall have been
designated as a Non-Recourse Subsidiary by a Board Resolution



                                        9

<PAGE>

of the Company. The Company may redesignate any Non-Recourse Subsidiary of the
Company to be a Subsidiary other than a Non-Recourse Subsidiary by a Board
Resolution of the Company.

     "Officer" means, with respect to any Person, the Chairman of the Board, the
President, any Vice President, the Chief Financial Officer or the Treasurer of
such Person.

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

     "Oil and Gas Business" means (a) the acquisition, exploration, development,
operation and disposition of interests in oil, gas and other hydrocarbon
properties, (b) the gathering, marketing, treating, processing, storage,
refining, selling and transporting of any production from such interests or
Properties, (c) any business relating to or arising from exploration for or
development, production, treatment, processing, storage, refining,
transportation or marketing of oil, gas and other minerals and products produced
in association therewith, and (d) any activity necessary, appropriate or
incidental to the activities described in the foregoing clauses (a) through (c)
of this definition.

     "Oil and Gas Hedging Contracts" means any oil and gas purchase or hedging
agreements, and other agreements or arrangements that are designed to provide
protection against price fluctuations of oil, natural gas or other commodities.

     "Oil and Gas Securities" means the Voting Stock of a Person primarily
engaged in the Oil and Gas Business, provided that such Voting Stock shall
constitute a majority of the Voting Stock of such Person in the event that such
Voting Stock (i) is not registered under Section 12 of the Exchange Act and (ii)
is of a corporation that is not a reporting issuer in any of the provinces of
Canada or, even if such corporation is such a reporting issuer, such Voting
Stock is not of a class of securities that is traded on any of the Alberta,
Montreal, Ontario or Toronto Securities Exchange.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company, including an employee of the Company, and who shall be
reasonably acceptable to the Trustee.

     "Original Issue Discount Security" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of maturity thereof pursuant to Section 4.2.

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

     (a) Securities of that series theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;



                                       10

<PAGE>

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

     (c) Securities of that series, except to the extent provided in Sections
11.2 and 11.3, with respect to which the Company has effected
defeasance and/or covenant defeasance as provided in Article XI; and

     (d) Securities of that series which have been paid pursuant to Section 2.9
or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser in
whose hands the Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, consent, notice or waiver hereunder, and for the
purpose of making the calculations required by TIA Section 313, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making such calculation or in relying upon any such request, demand,
authorization, direction, consent, notice or waiver, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor. In determining whether the
Holders of the requisite principal amount of Outstanding Securities have given
any request, demand, authorization, direction, notice, consent or waiver
hereunder, the principal amount of an Original Issue Discount Security that
shall be deemed to be Outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 4.2. In determining whether the Holders of the requisite
principal amount of the Outstanding Securities of any series have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
the principal amount of a Security denominated in one or more foreign currencies
or currency units that shall be deemed to be Outstanding for such purposes shall
be the U.S. dollar equivalent, determined in the manner provided as contemplated
by Section 2.2 on the date of original issuance of such Security, of the
principal amount (or, in the case of any Original Issue Discount Security, the
U.S. Dollar equivalent on the date of original issuance of such Security of the
amount determined as provided in the preceding sentence) of such Security.

     "Pari Passu Indebtedness" means any Indebtedness of the Company that is
pari passu in right of payment to the Securities.


                                       11

<PAGE>

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

     "Payment Default" means any default in the payment when due (whether at
Stated Maturity, upon scheduled repayment, upon acceleration or otherwise) of
principal of or premium, if any, or interest on, or of unreimbursed amounts
under drawn letter of credit or fees relating to letter of credit constituting,
any Designated Senior Indebtedness.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation.

     "PBGC Plan" shall mean any employee pension benefit plan as defined in
Section 3(2) of ERISA sponsored by the Company or an ERISA Affiliate (excluding
any Multiemployer Plan and any Multiple Employer Plan) and which is subject to
Title IV of ERISA or Section 412 of the Code.

     "Permitted Junior Securities" means, so long as the effect of any exclusion
employing this definition is not to cause the Securities to be treated in any
case or proceeding or similar event described in clause (a), (b) or (c) of the
definition of Insolvency or Liquidation Proceeding as part of the same class of
claims as Senior Indebtedness or any class of claims pari passu with, or senior
to, Senior Indebtedness, for any payment or distribution, debt or equity
securities of the Company or any successor corporation provided for or by a plan
of reorganization or readjustment that are subordinated at least to the same
extent that the Securities are subordinated to the payment of all Senior
Indebtedness when outstanding; provided that (i) if a new corporation results
from such reorganization or readjustment, such corporation assumes any Senior
Indebtedness not paid in full in cash or Cash Equivalents in connection with
such reorganization or readjustment and (ii) the rights of the holders of such
Senior Indebtedness are not, without the consent of such holders, altered by
such reorganization or readjustment.

     "Permitted Liens" means the following types of Liens:

     (a) Liens existing as of the date Securities are first issued;

     (b) Liens securing the Securities;

     (c) Liens in favor of the Company;

     (d) Liens securing refinancings; provided that, such Liens extend only to
cover the property or assets securing the Indebtedness being refinanced;

     (e) Liens for taxes, assessments and governmental charges or claims either
(i) not delinquent or (ii) contested in good faith by appropriate proceedings
and as to which the Company or its Restricted Subsidiaries shall have set aside
on their books such reserves as may be required pursuant to;


                                       12

<PAGE>

     (f) statutory Liens of landlords and Liens of carriers, warehousemen,
mechanics, suppliers, materialmen, repairmen and other Liens imposed by law
incurred in the ordinary course of business for sums not delinquent or being
contested in good faith, if such reserve or other appropriate provision, if any,
as shall be required by GAAP shall have been made in respect thereof;

     (g) Liens incurred or deposits made in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other types of
social security, or to secure the payment or performance of tenders, statutory
or regulatory obligations, surety and appeal bonds, bids, leases, government
contracts and leases, performance and return of money bonds and other similar
obligations (exclusive of obligations for the payment of borrowed money but
including lessee or operator obligations under statutes, governmental
regulations or instruments related to the ownership, exploration and production
of oil, gas and minerals on state, federal or foreign lands or waters);

     (h) judgment Liens not giving rise to an Event of Default so long as any
appropriate legal proceedings which may have been duly initiated for the review
of such judgment shall not have been finally terminated or the period within
which such proceeding may be initiated shall not have expired;

     (i) easements, rights-of-way, restrictions and other similar charges or
encumbrances not interfering in any material respect with the ordinary conduct
of the business of the Company or any of its Restricted Subsidiaries;

     (j) any interest or title of a lessor under any Capitalized Lease
Obligation or operating lease;

     (k) Liens resulting from the deposit of funds or evidences of Indebtedness
in trust for the purpose of defeasing Indebtedness of the Company or any of the
Subsidiaries;

     (l) Liens securing obligations under hedging agreements that the Company or
any Restricted Subsidiary enters into in the ordinary course of business for the
purpose of protecting its production against fluctuations in oil or natural gas
prices;

     (m) Liens upon specific items of inventory or other goods and proceeds of
any Person securing such Person's obligations in respect of bankers' acceptances
issued or created for the account of such Person to facilitate the purchase,
shipment or storage of such inventory or other goods;

     (n) Liens securing reimbursement obligations with respect to commercial
letters of credit which encumber documents and other property relating to such
letters of credit and products and proceeds thereof;

     (o) Liens encumbering property or assets under construction arising from
progress or partial payments by a customer of the Company or its Restricted
Subsidiaries relating to such property or assets;


                                       13

<PAGE>

     (p) Liens encumbering deposits made to secure obligations arising from
statutory, regulatory, contractual or warranty requirements of the Company or
any of its Restricted Subsidiaries, including rights of offset and set-off;

     (q) Liens securing Interest Rate Protection Obligations which Interest Rate
Protection Obligations relate to Indebtedness that is secured by Liens otherwise
permitted under this Indenture;

     (r) Liens on, or related to, properties or assets to secure all or part of
the costs incurred in the ordinary course of business for the exploration,
drilling, development or operation thereof;

     (s) Liens on pipeline or pipeline facilities which arise out of operation
of law;

     (t) Liens arising under operating agreements, joint venture agreements,
partnership agreements, oil and gas leases, farm-out agreements, division
orders, contracts for the sale, transportation or exchange of oil and natural
gas, unitization and pooling declarations and agreements, area of mutual
interest agreements and other agreements which are customary in the Oil and Gas
Business;

     (u) Liens reserved in oil and gas mineral leases for bonus or rental
payments and for compliance with the terms of such leases;

     (v) Liens constituting survey exceptions, encumbrances, easements, or
reservations of, or rights to others for, rights-of-way, zoning or other
restrictions as to the use of real properties, and minor defects of title which,
in the case of any of the foregoing, were not incurred or created to secure the
payment of borrowed money or the deferred purchase price of Property or
services, and in the aggregate do not materially adversely affect the value of
Property of the Company and the Restricted Subsidiaries, taken as a whole, or
materially impair the use of such Properties for the purposes for which such
Properties are held by the Company or any Restricted Subsidiaries;

     (w) Liens securing Non-Recourse Indebtedness; provided, however, that the
related Non-Recourse Indebtedness shall not be secured by any property or assets
of the Company or any Restricted Subsidiary other than the property and assets
acquired by the Company with the proceeds of such Non-Recourse Indebtedness;

     (x) Liens securing Indebtedness incurred under one or more bank credit or
revolving credit facilities;

     (y) (i) Liens upon any Property of any Person existing at the time of
acquisition thereof by the Company or a Restricted Subsidiary, (ii) Liens upon
any Property of a Person existing at the time such Person is merged or
consolidated with the Company or any Restricted Subsidiary or existing at the
time of the sale or transfer of any such Property of such Person to the Company
or any Restricted Subsidiary, or (iii) Liens upon any Property of a Person
existing


                                       14

<PAGE>

at the time such Person becomes a Restricted Subsidiary; provided that in each
case such Lien has not been created in contemplation of such sale, merger or
consolidation, transfer or acquisition, and provided that, in each such case no
such Lien shall extend to or cover any Property of the Company or any Restricted
Subsidiary other than the Property being acquired and improvements thereon;

     (z) purchase money Liens granted or assumed in connection with the
acquisition of assets in the ordinary course of business and consistent with
past practices; provided that (A) such Liens attach only to the property so
acquired with the Purchase Money Indebtedness secured thereby and (B) such Liens
secure only Indebtedness that is not in excess of 100% of the purchase price of
such assets; and

     (aa) other Liens of the Company that, at the date incurred, when taken
together with all other Liens theretofore incurred in reliance upon this clause
(aa), secure Indebtedness in an aggregate principal amount not in excess of 5%
of Adjusted Consolidated Net Tangible Assets.

Notwithstanding anything in clauses (a) through (aa) of this definition, the
term "Permitted Liens" does not include any Liens resulting from the creation,
incurrence, issuance, assumption or guarantee of any Production Payments other
than Production Payments that are created, incurred, issued, assumed or
guaranteed in connection with the financing of, and within 30 days after, the
acquisition of the properties or assets that are subject thereto.

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

     "Production Payments" means, collectively, Dollar-Denominated Production
Payments and Volumetric Production Payments.

     "Property" means, with respect to any Person, any interest of such Person
in any kind of property or asset, whether real, personal or mixed, or tangible
or intangible, including, without limitation, Capital Stock in any other Person.

     "Purchase Money Indebtedness" means Indebtedness incurred in connection
with the purchase of assets in the ordinary course of business; provided that
such Indebtedness is incurred within 180 days of the purchase of such assets and
the principal amount thereof does not exceed 100% of the purchase price of the
assets acquired.

     "Redeemable Capital Stock" means any class or series of Capital Stock that,
either by its terms, by the terms of any security into which it is convertible
or exchangeable or by contract or otherwise, is, or upon the happening of an
event or passage of time would be, required to be redeemed prior to 91 days
after the final Stated Maturity of any series of Securities or is redeemable at
the option of the holder thereof at any time prior to 91 days after such final
Stated Maturity, or is convertible into or exchangeable for debt securities at
any time prior to 91 days after such final Stated Maturity.



                                       15

<PAGE>

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

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

     "Regular Record Date" for the interest payable on any Interest Payment Date
means the fifteenth day of the month (whether or not a Business Day) next
preceding such Interest Payment Date.

     "Reportable Event" shall mean any event described in Section 4043
(excluding subsections (b)(7) and (b)(9)) of ERISA and the regulations issued
thereunder (other than a Reportable Event not subject to the provision for
thirty-day notice to the PBGC under such regulations).

     "Responsible Officer," when used with respect to the Trustee, means any
officer in the corporate trust department of the Trustee, and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject.

     "Restricted Subsidiary" means any Subsidiary of the Company, whether
existing on or after the date of this Indenture, unless (a) such Subsidiary of
the Company is an Unrestricted Subsidiary or is designated as an Unrestricted
Subsidiary pursuant to the terms of this Indenture, or (b) such Subsidiary of
the Company is a royalty trust.

     "S&P" means Standard and Poor's Corporation and its successors.

     "Sale/Leaseback Transaction" means, with respect to any Person, any direct
or indirect arrangement pursuant to which properties or assets are sold or
transferred by such Person or a Subsidiary of such Person and are thereafter
leased back from the purchaser or transferee thereof by such Person or one of
its Subsidiaries.

     "Securities," means debentures, notes or other evidences of indebtedness
issued by the Company in one or more series having such terms and provisions as
shall be fixed in accordance with this Indenture.

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

     "Security Custodian" means the Trustee, as custodian with respect to the
Securities in global form, or any successor entity thereto.

     "Security Register" and "Securities Registrar" shall have the meanings
specified in Section 2.6.

     "Senior Indebtedness" means the principal of, premium, if any, and interest
on any Indebtedness of the Company (including, in the case of the Company's
revolving credit


                                       16

<PAGE>

agreement then in effect, interest accruing after the filing of a petition by or
against the Company under any bankruptcy law, in accordance with and at the
rate, including any default rate, specified with respect to such indebtedness,
whether or not a claim for such interest is allowed as a claim after such filing
in any proceeding under such bankruptcy law), whether outstanding on the date of
this Indenture or thereafter created, incurred or assumed, unless, in the case
of any particular Indebtedness, the instrument creating or evidencing the same
or pursuant to which the same is outstanding expressly provides that such
Indebtedness shall not be senior in right of payment to the Securities.
Notwithstanding the foregoing, "Senior Indebtedness" shall not include (a)
Indebtedness evidenced by the Securities, (b) Indebtedness that is expressly
subordinate or junior in right of payment to any Senior Indebtedness of the
Company, (c) Indebtedness which, when incurred and without respect to any
election under Section 1111(b) of Title 11 United States Code, is by its terms
without recourse to the Company, (d) any repurchase, redemption or other
obligation in respect of Redeemable Capital Stock of the Company, (e) to the
extent it might constitute Indebtedness, any liability for federal, state, local
or other taxes owed or owing by the Company, (f) Indebtedness of the Company to
a Subsidiary of the Company or any other Affiliate of the Company or any of such
Affiliate's Subsidiaries, and (g) that portion of any Indebtedness of the
Company which at the time of issuance is issued in violation of this Indenture
(but, as to any such Indebtedness, no such violation shall be deemed to exist
for purposes of this clause (g) if the holder(s) of such Indebtedness or their
representative or the Company shall have furnished to the Trustee an opinion of
counsel unqualified in all material respects of independent legal counsel,
addressed to the Trustee (which legal counsel may, as to matters of fact, rely
upon a certificate of the Company) to the effect that the incurrence of such
Indebtedness does not violate the provisions of such Indenture); provided that
the foregoing exclusions shall not affect the priorities of any Indebtedness
arising solely by operation of law in any case or proceeding or similar event
described in clause (a), (b) or (c) of the definition of "Insolvency or
Liquidation Proceeding."

     "Senior Representative" means bank agent or co-agents or any other
representative designated in writing to the Trustee of the holders of any class
or issue of Designated Senior Indebtedness; provided that, in the absence of a
representative of the type described above, any holder or holders of a majority
of the principal amount outstanding of any class or issue of Designated Senior
Indebtedness may collectively act as Senior Representative for such class or
issue, subject to the provisions of any agreements relating to such Designated
Senior Indebtedness.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 2.10(a).

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


                                       17

<PAGE>

     "Subordinated Indebtedness" means Indebtedness of the Company which is
expressly subordinated in right of payment to the Securities.

     "Subsidiary" means, with respect to any Person, (a) a corporation a
majority of whose Voting Stock is at the time, directly or indirectly, owned by
such Person, by one or more Subsidiaries of such Person or by such Person and
one or more Subsidiaries thereof or (b) any other Person (other than a
corporation), including, without limitation, a joint venture, in which such
Person, one or more Subsidiaries thereof or such Person and one or more
Subsidiaries thereof, directly or indirectly, at the date of determination
thereof, has at least majority ownership interest entitled to vote in the
election of directors, managers or trustees thereof (or other Person performing
similar functions).

     "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as
amended and in force at the date as of which this Indenture was executed, except
as provided in Section 8.5.

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

     "Unrestricted Subsidiary" means (a) any Subsidiary of the Company that at
the time of determination will be designated an Unrestricted Subsidiary by the
Board of Directors of the Company as provided below and (b) any Subsidiary of an
Unrestricted Subsidiary. The Board of Directors of the Company may designate any
Subsidiary of the Company as an Unrestricted Subsidiary so long as (i) neither
the Company nor any Restricted Subsidiary is directly or indirectly liable
pursuant to the terms of any Indebtedness of such Subsidiary, (ii) no default
with respect to any Indebtedness of such Subsidiary would permit (upon notice,
lapse of time or otherwise) any holder of any other Indebtedness of the Company
or any Restricted Subsidiary to declare a default on such other Indebtedness or
cause the payment thereof to be accelerated or payable prior to its stated
maturity and (iii) such designation shall not result in the creation or
imposition of any Lien on any of the Properties of the Company or any Restricted
Subsidiary (other than any Permitted Lien or any Lien the creation or imposition
of which shall have been in compliance with Section 9.10). Any such designation
by the Board of Directors of the Company shall be evidenced to the Trustee by
filing a Board Resolution with the Trustee giving effect to such designation.
The Board of Directors of the Company may designate any Unrestricted Subsidiary
as a Restricted Subsidiary if, immediately after giving effect to such
designation, (x) no Default or Event of Default shall have occurred and be
continuing and (y) no Properties of the Company or any of its Restricted
Subsidiaries would upon such designation become subject to any Lien (other than
a Permitted Lien) unless the creation or imposition of such Lien shall have been
in compliance with Section 9.10.

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



                                       18

<PAGE>

     "Volumetric Production Payments" means production payment obligations
recorded as deferred revenue in accordance with GAAP, together with all
undertakings and obligations in connection therewith.

     "Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees of any Person (irrespective of whether or not, at the time, stock of
any other class or classes shall have, or might have, voting power by reason of
the happening of any contingency).

     "Wholly Owned Restricted Subsidiary" means any Restricted Subsidiary to the
extent all of the Capital Stock or other ownership interests in such Restricted
Subsidiary, other than any directors qualifying shares mandated by applicable
law, is owned directly or indirectly by the Company.

SECTION 1.2  Other Definitions.

                                                         Defined
         Term                                            in Section
         ----                                            ----------
         "Agent Members"                                 2.8(b)
         "Defaulted Interest"                            2.10
         "Event of Default"                              4.1
         "Surviving Entity"                              7.1(a)
         "U.S. Government Obligations"                   11.4(a)

SECTION 1.3  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 Securities,

     "indenture security holder" means a Holder,

     "indenture to be qualified" means this Indenture,

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

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

     All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rule and
not otherwise defined herein have the meanings assigned to them therein.



                                       19

<PAGE>

SECTION 1.4  Rules of Construction.

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

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

     (b) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP;

     (c) the words "herein," "hereof" and "hereunder" and other words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision; references to any Article, Section or Exhibit are
references to Articles, Sections and Exhibits in or to this Indenture unless
otherwise specified; and the term "including" embraces the words "without
limitation;"

     (d) unless the context otherwise requires, the word "or" is not exclusive;

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

     (f) references to agreements and other instruments include subsequent
amendments and waivers but only to the extent not prohibited by this Indenture.



                                   ARTICLE II

                                 THE SECURITIES

SECTION 2.1  Forms Generally.

     The Securities of each series shall be in substantially the form set forth
in Exhibit A, or such other form established by resolutions of the Board of
Directors of the Company or in one or more indentures supplemental hereto, in
each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series shall be established by
resolutions of the Board of Directors of the Company, a Board Resolution thereof
shall be delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 2.4 for the authentication and delivery of such
Securities.

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



                                       20

<PAGE>

SECTION 2.2  Amount Unlimited; Issuable in Series.

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

     The principal of (and premium, if any, on) and interest on the Securities
shall be payable at the office or agency of the Company maintained for such
purpose in The City of New York, or at such other office or agency of the
Company as may be maintained for such purpose; provided, however, that, at the
option of the Company, interest may be paid (i) by check mailed to addresses of
the Persons entitled thereto as such addresses shall appear on the Security
Register, or (ii) with respect to any Holder owning Securities in the principal
amount of $500,000 or more, by wire transfer to an account maintained by the
Holder located in the United States, as specified in a written notice to the
Trustee, received prior to the relevant Regular Record Date, by any such Holder
requesting payment by wire transfer and specifying the account to which transfer
is requested.

     The Securities may be issued from time to time in one or more series. All
Securities of each series shall in all respects be equally and ratably entitled
to the benefits hereof with respect to such series without preference, priority
or distinction on account of the actual time of the authentication and delivery
or Stated Maturity of the Securities of such series. There shall be established
in or pursuant to Board Resolutions of the Company, or established in one or
more indentures supplemental hereto, prior to the issuance of Securities of any
series:

          (a) the title of the Securities of the series (which shall distinguish
     the Securities of the series from Securities of any other series);

          (b) any limit upon the aggregate principal amount of the Securities of
     the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to the provisions of this Indenture);

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

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

          (e) the rate or rates (which may be fixed or variable) at which the
     Securities of the series shall bear interest or the method by which such
     rate or rates are determined, the date or dates from which such interest
     shall accrue, the Interest Payment Dates on which any such interest shall
     be payable on any Securities and the Regular Record Date for any interest
     payable on any Interest Payment Date, and the basis upon which interest
     shall be calculated if other than that of a 360-day year of twelve 30-day
     months;


                                       21

<PAGE>

          (f) the place or places, if any, in addition to or instead of the
     Corporate Trust Office of the Trustee, where the principal of and any
     premium and interest on the Securities of the series shall be payable, the
     Securities of the series may be surrendered for registration of transfer,
     the Securities of the series may be surrendered for conversion or exchange,
     and notices and demands to or upon the Company relating to the Securities
     of the series and this Indenture may be served;

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

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

          (i) the currency, currencies or currency unit or units in which the
     Securities of the series shall be denominated and in which payment of the
     principal of and any premium and interest on any Securities of the series
     shall be payable if other than the currency of the United States of America
     and the manner of determining the equivalent thereof in the currency of the
     United States of America for purposes of the definition of Outstanding;

          (j) if the amount of payments of principal of or any premium or
     interest on any Securities of the series may be determined by reference to
     an index, formula or other method, the manner in which such amounts shall
     be determined;

          (k) if the principal of or any premium or interest on Securities of
     the series are to be payable, at the election of the Company or a Holder
     thereof, in one or more currencies or currency units other than that or
     those in which the Securities are stated to be payable, the currency,
     currencies or currency units in which payment of the principal of and any
     premium and interest on Securities of such series as to which such election
     is made shall be payable, and the period or periods within which, and the
     terms and conditions upon which, such election is to be made and the amount
     so payable or the manner in which such amount shall be determined;

          (l) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable upon
     declaration of acceleration of the maturity thereof pursuant to Section
     4.2;

          (m) if the principal amount payable at the Stated Maturity of
     Securities of the series is not determinable upon original issuance thereof
     or as of any date prior to Stated Maturity, the amount which shall be
     deemed to be the principal amount as of any such date for any other purpose
     hereunder, including the principal amount which shall be due and payable
     upon any maturity other than at the Stated Maturity or which shall be



                                       22

<PAGE>

     deemed to be Outstanding as of any date (or, in any such case, the manner
     in which such principal amount shall be determined);

          (n) if applicable, that the Securities of the series shall be subject
     to either or both of legal defeasance or covenant defeasance as provided in
     Article XI and the addition of additional covenants that may be subject to
     covenant defeasance thereunder; provided that no series of Securities that
     is convertible into or exchangeable for any other securities shall be
     subject to legal defeasance pursuant to Section 11.1;

          (o) the terms and conditions, if any, pursuant to which the Securities
     are convertible into or exchangeable at the option of the Holders thereof
     or the Company, for or into new Securities of a different series or other
     securities or other property, including shares of Capital Stock of the
     Company or any Subsidiaries of the Company or securities directly or
     indirectly convertible into or exchangeable for such shares;

          (p) any covenants in addition to those set forth in Article IX to
     which the Company may be subject with respect to Securities of the series
     or any other additions, deletions or changes to the provisions of Article
     IX or any definitions relating to such Article that shall be applicable to
     the Securities of the series, including a provision making any Section of
     such Article inapplicable to the Securities of the series;

          (q) any other trustees, authenticating or paying agents, transfer
     agents or registrars;

          (r) the terms, if any, of the transfer, mortgage, pledge or assignment
     as security for the Securities of the series of any properties, assets or
     other collateral, including whether certain provisions of the TIA are
     applicable and any corresponding changes to provisions of this Indenture as
     currently in effect;

          (s) any Event of Default with respect to the Securities of the series,
     if not set forth herein, and any additions, deletions or other changes to
     the Events of Default set forth herein that shall be applicable to the
     Securities of the series (including a provision making any Event of Default
     set forth herein inapplicable to the Securities of that series) and any
     change in the right of the Trustee or the Holders to declare the principal
     of, and premium and interest on, such Securities due and payable;

          (t) the provisions for the payment of any additional amounts, to the
     extent not set forth herein; and

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

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


                                       23

<PAGE>

SECTION 2.3  Denominations.

     The Securities shall be issuable only in registered form without coupons
and only in denominations of $1,000 and any integral multiple thereof.

SECTION 2.4  Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Company by its Chairman,
its President or one of its Vice Presidents, under its corporate seal reproduced
thereon (which may be by facsimile) and attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Securities
may be manual or facsimile signatures of the present or any future such
authorized officer and may be imprinted or otherwise reproduced on the
Securities.

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities as
provided in this Indenture. Prior to authentication and delivery of such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
shall be fully protected in relying upon:

          (i) Board Resolutions of the Company authorizing the terms of issuance
     of any series of Securities;

          (ii) an executed supplemental Indenture, if any;

          (iii) an Officers' Certificate stating that all conditions precedent
     provided for in this Indenture have been complied with; and

          (iv) an Opinion of Counsel stating:

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

               (2) that the Company has the corporate power to issue such
          Securities, and such Securities have been duly authorized, executed
          and delivered by the Company and, assuming due authentication and
          delivery by the Trustee, constitute valid and legally binding
          obligations of the Company enforceable in accordance with their terms
          (subject to bankruptcy, reorganization, insolvency and other laws and
          legal principles affecting creditors' rights and to general principles
          of equity), and entitled to the benefits of this Indenture.


                                       24

<PAGE>

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.

     In case the Company, pursuant to and in compliance with Article VII, shall
be consolidated or merged with or into any other Person or shall convey,
transfer, lease or otherwise dispose of its Properties substantially as an
entirety to any Person, and the successor Person resulting from such
consolidation, or surviving such merger, or into which the Company shall have
been merged, or the Person which shall have received a conveyance, transfer,
lease or other disposition as aforesaid, shall have executed an indenture
supplemental hereto with the Trustee pursuant to Article VII, any of the
Securities of any series authenticated or delivered prior to such consolidation,
merger, conveyance, transfer, lease or other disposition may, from time to time,
at the request of the successor Person, be exchanged for other Securities of the
series executed in the name of the successor Person with such changes in
phraseology and form as may be appropriate, but otherwise in substance of like
tenor as the Securities surrendered for such exchange and of like principal
amount; and the Trustee, upon Company Request of the successor Person, shall
authenticate and deliver Securities as specified in such request for the purpose
of such exchange. If Securities of any series shall at any time be authenticated
and delivered in any new name of a successor Person pursuant to this Section in
exchange or substitution for or upon registration of transfer of any Securities,
such successor Person, at the option of the Holders of such series but without
expense to them, shall provide for the exchange of all Securities of the series
at the time Outstanding for Securities of the series authenticated and delivered
in such new name.

SECTION 2.5  Temporary Securities.

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

     If temporary Securities of any series are issued, the Company will cause
Definitive Securities of such series to be prepared without unreasonable delay.
After the preparation of Definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for Definitive Securities of
such series upon surrender of the temporary Securities at the office or agency
of the Company designated for such purpose pursuant to Section 9.2, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any


                                       25

<PAGE>

series, the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a like principal amount of Definitive Securities of the
same series of authorized denominations. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as Definitive Securities of such series.

SECTION 2.6  Security Register and Depositary.

     The Company shall cause to be kept at the Corporate Trust Office a register
(the register maintained in such office and in any other office or agency
designated pursuant to Section 9.2 being herein sometimes referred to as the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities. The Security Register shall be in written form or any
other form capable of being converted into written form within a reasonable
time. At all reasonable times and during normal business hours, the Security
Register shall be open to inspection by the Trustee. The Trustee is hereby
initially appointed as security registrar (the "Security Registrar") for the
purpose of registering Securities and transfers of Securities as herein
provided.

     The Company initially appoints The Depository Trust Company to act as
Depositary with respect to the Global Security.

SECTION 2.7  Transfer and Exchange.

     (a) Transfer and Exchange of Definitive Securities. When Definitive
Securities of any series are presented to the Securities Registrar with the
request:

          (i) to register the transfer of such Definitive Securities, or

          (ii) to exchange such Definitive Securities for an equal principal
     amount of Definitive Securities of the same series of other authorized
     denominations,

the Securities Registrar shall register the transfer or make the exchange as
requested if its requirements for such transactions are met; provided, however,
that the Definitive Securities presented or surrendered for registration of
transfer or exchange shall be duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Securities Registrar duly
executed by the Holder thereof or by his attorney, duly authorized in writing.

     (b) Restriction on Transfer of a Definitive Security for a Beneficial
Interest in a Global Security. A Definitive Security of a series may not be
exchanged for a beneficial interest in a Global Security of the same series
except upon satisfaction of the requirements set forth below. Upon receipt by
the Trustee of a Definitive Security of a series, duly endorsed or accompanied
by appropriate instruments of transfer, in form satisfactory to the Trustee,
together with written instructions directing the Trustee to make, or directing
the Security Custodian to make, an endorsement on the Global Security of the
same series to reflect an increase in the aggregate principal amount of the
Securities represented by such Global Security, then the Trustee shall cancel
such Definitive Security in accordance with Section 2.12 and cause, or direct


                                       26

<PAGE>

the Security Custodian to cause, in accordance with the standing instructions
and procedures existing between the Depositary and the Security Custodian, the
aggregate principal amount of Securities represented by such Global Security to
be increased accordingly. If no Global Securities of such series are then
outstanding, the Company shall issue and the Trustee shall authenticate a new
Global Security of the same series in the appropriate principal amount.

     (c) Transfer and Exchange of Global Securities. The transfer and exchange
of Global Securities of any series or beneficial interests therein shall be
effected through the Depositary, in accordance with this Indenture and the
procedures of the Depositary therefor.

     (d) Transfer of a Beneficial Interest in a Global Security for a Definitive
Security.

          (i) Any Person having a beneficial interest in a Global Security of
     any series may upon request to the Trustee exchange such beneficial
     interest for a Definitive Security of the same series. Upon receipt by the
     Trustee of written instructions, or such other form of instructions as is
     customary for the Depositary, from the Depositary or its nominee on behalf
     of any Person having a beneficial interest in a Global Security of a
     series. The Trustee or the Security Custodian, at the direction of the
     Trustee, shall, in accordance with the standing instructions and procedures
     existing between the Depositary and the Security Custodian, cause the
     aggregate principal amount of Global Securities of such series to be
     reduced accordingly and, following such reduction, the Company shall
     execute and the Trustee shall authenticate and deliver to the transferee a
     Definitive Security of the same series in the appropriate principal amount.

          (ii) Definitive Securities of a series issued in exchange for a
     beneficial interest in a Global Security of the same series pursuant to
     this Section 2.7(d) shall be registered in such names and in such
     authorized denominations as the Depositary, pursuant to instructions from
     its direct or indirect participants or otherwise, shall instruct the
     Trustee. The Trustee shall deliver such Definitive Securities to the
     Persons in whose names such Securities are so registered.

     (e) Restrictions on Transfer and Exchange of Global Securities.
Notwithstanding any other provisions of this Indenture (other than the
provisions set forth in subsection (f) of this Section 2.7), any Global Security
may not be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. Each Security
certificate evidencing Global Securities shall bear the paragraph referred to in
footnote 1 in the form of Security attached hereto as Exhibit A.

     (f) Authentication of Definitive Securities in Absence of Depositary. If at
any time:

          (i) the Depositary for Securities of a series notifies the Company
     that the Depositary is unwilling or unable to continue as Depositary for
     such Global Securities of such series and a successor Depositary for such
     Global Securities is not appointed by the Company within 90 days after
     delivery of such notice;



                                       27

<PAGE>

          (ii) an Event of Default with respect to Securities of a series then
     Outstanding has occurred and is continuing and the Security Registrar has
     received a request from the Depositary to issue Definitive Securities of
     such series in lieu of all or a portion of the Global Security (in which
     case the Company shall deliver such Definitive Securities within 30 days of
     such request); or

          (iii) the Company, at its sole discretion, notifies the Trustee in
     writing that it elects to cause the issuance of Definitive Securities of a
     Series under this Indenture;

then the Company will execute, and the Trustee will authenticate and deliver,
Definitive Securities of such series in an aggregate principal amount equal to
the principal amount of the Global Securities of such series, in exchange for
such Global Securities and registered in such names as the Depositary shall
instruct the Trustee or the Company in writing.

     (g) Cancellation and/or Adjustment of Global Security. At such time as all
beneficial interests in a Global Security of a series have either been exchanged
for Definitive Securities of such series, redeemed, repurchased or canceled,
such Global Security shall be returned to or retained and cancelled by the
Trustee. At any time prior to such cancellation, if any beneficial interest in
such Global Security is exchanged for Definitive Securities of such series,
redeemed, repurchased or cancelled, the principal amount of Securities
represented by such Global Security shall be reduced and an endorsement shall be
made on such Global Security, by the Trustee or the Security Custodian, at the
direction of the Trustee to reflect such reduction.

     (h) General Provisions with respect to Transfer and Exchanges.

          (i) To permit registrations of transfers and exchanges, the Company
     shall execute and the Trustee shall authenticate Definitive Securities and
     Global Securities at the Registrar's request.

          (ii) No service charge shall be made to a Holder for any registration
     of transfer or exchange or redemption of Securities (except as otherwise
     expressly permitted herein), but the Company may require payment of a sum
     sufficient to cover any transfer tax or similar governmental charge payable
     in connection therewith (other than such transfer tax or similar
     governmental charge payable upon exchanges pursuant to the last paragraph
     of Section 2.4 or Sections 2.5, 8.6 or 10.7).

          (iii) The Trustee shall authenticate Definitive Securities and Global
     Securities in accordance with the provisions of Section 2.4.

          (iv) Notwithstanding any other provisions of this Indenture to the
     contrary, the Company shall not be required to register the transfer or
     exchange of a Security between the record date and the next succeeding
     Interest Payment Date.

          (v) Neither the Company nor the Trustee will have any responsibility
     or liability for any aspect of the records relating to, or payments made on
     account of,



                                       28

<PAGE>

     Securities of any series by the Depositary, or for maintaining, supervising
     or reviewing any records of the Depositary relating to such Securities.
     Neither the Company nor the Trustee shall be liable for any delay by the
     related Global Security Holder or the Depositary in identifying the
     beneficial owners of the related Securities, and the Company and the
     Trustee may conclusively rely on, and shall be protected in relying on,
     instructions from such Global Security Holder or the Depositary for all
     purposes (including with respect to the registration and delivery, and the
     respective principal amounts, of the Securities of any series to be
     issued).

          (vi) Neither the Trustee, the Security Registrar nor the Company shall
     be required (A) to issue, register the transfer of or exchange any Security
     of a series during a period beginning at the opening of business 15 days
     before the mailing of a notice of redemption of Securities of such series
     selected for redemption under Section 10.3 and ending at the close of
     business on the day of such mailing of the relevant notice of redemption,
     or (B) to register the transfer of or exchange any Security so selected for
     redemption in whole or in part, except the unredeemed portion of any
     Security being redeemed in part.

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

          (viii) Each Holder of a Security of a series agrees to indemnify the
     Company and the Trustee against any liability that may result from the
     transfer, exchange or assignment of such Holder's Security in violation of
     any provision of this Indenture and/or applicable federal or state
     securities law.

SECTION 2.8  Additional Provisions for Global Securities.

     (a) The Global Security of any series initially shall be registered in the
name of the Depositary for such Global Security or the nominee of such
Depositary and be delivered to the Trustee as custodian for such Depositary.

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



                                       29

<PAGE>

     (c) The registered holder of the Global Security of any series may grant
proxies and otherwise authorize any person, including Agent Members and persons
that may hold interests through Agent Members, to take any permitted by a Holder
of Securities of such series.

SECTION 2.9  Mutilated, Destroyed, Lost and Stolen Securities.

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

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

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

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

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

SECTION 2.10  Payment of Interest; Interest Rights Preserved.

     Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name such Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency of the Company maintained for such purpose pursuant to Section 9.2.

     Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such and (to the


                                       30

<PAGE>

extent lawful) interest on such defaulted interest at the rate prescribed
therefor in such Security (such defaulted interest and interest thereon herein
collectively called "Defaulted Interest") may be paid by the Company, at its
election in each case, as provided in clause (1) or (2) below:

     (1) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security of such series
and the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited shall be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date, and in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
given in the manner provided for in Section 14.5, not less than 10 days prior to
such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so given, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following clause (2).

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

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

SECTION 2.11  Persons Deemed Owners.

     Prior to the due presentment of a Security for registration of transfer,
the Company, the Security Registrar, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name such Security is registered as
the owner of such Security for the purpose of receiving payment of principal of
(and premium, if any, on) and (subject to Section 2.10) interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue,



                                       31

<PAGE>

and none of the Company, the Security Registrar, the Trustee or any agent of the
Company or the Trustee shall be affected by notice to the contrary.

SECTION 2.12  Cancellation.

     All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Securities held by the Trustee shall be
delivered to the Company.

SECTION 2.13  Computation of Interest.

     Except as otherwise provided or contemplated by Section 2.1, interest on
the Securities of each series shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.

SECTION 2.14  CUSIP Numbers.

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

SECTION 2.15  Form of Trustee's Certificate of Authentication.

     The Trustee's certificate of authentication shal be in substantially the
following form:

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

                                      [Name of Trustee], as Trustee

                                      By _____________________________
                                         Authorized Signatory


                                       32

<PAGE>

                                   ARTICLE III

                           SATISFACTION AND DISCHARGE

SECTION 3.1  Satisfaction and Discharge of Indenture.

     This Indenture shall upon Company Request cease to be of further effect
with respect to any series of Securities (except as to surviving rights of
registration of transfer or exchange of Securities of such series, as expressly
provided for in this Indenture and the Security for such series), and upon
payment of all amounts due the Trustee under Section 5.6, the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series when:

     (a) either

          (i) all Securities of that series theretofore authenticated and
     delivered (other than (A) Securities of that series which have been
     mutilated, destroyed, lost or stolen and which have been replaced or paid
     as provided in Section 2.9 and (B) Securities of that series for whose
     payment money or United States governmental obligations of the type
     described in clause (a) of the definition of Cash Equivalents whose
     maturity is not later than the Stated Maturity of principal of and
     remaining interest on such Securities has theretofore been deposited in
     trust with the Trustee or any Paying Agent or segregated and held in trust
     by the Company and thereafter repaid to the Company or discharged from such
     trust, as provided in Section 9.3) have been delivered to the Trustee for
     cancellation, or

          (ii) all Securities of that series not theretofore delivered to the
     Trustee for cancellation

               (A) have become due and payable, or

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

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

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



                                       33

<PAGE>

     instructions from the Company irrevocably directing the Trustee to apply
     such funds to the payment thereof at maturity or redemption, as the case
     may be;

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

     (c) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel each satisfactory in form to the Trustee, which, taken
together, state that all conditions precedent herein relating to the
satisfaction and discharge of this Indenture with respect to the Securities of
such series have been complied with.

     Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Company to the
Trustee under Section 5.6 shall survive and, if money shall have been deposited
with the Trustee pursuant to subclause (B) of clause (a)(i) of this Section, the
obligations of the Trustee under Section 3.2 and the last paragraph of Section
9.3 shall survive.

SECTION 3.2  Application of Trust Money.

     Subject to the provisions of the last paragraph of Section 9.3, all money
deposited with the Trustee pursuant to Section 3.1 shall be held in trust and
applied by it, in accordance with the provisions of the relevant Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.

                                   ARTICLE IV

                                    REMEDIES

SECTION 4.1  Events of Default.

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

     (a) default in the payment of the principal of or premium, if any, on any
Security of that series, whether such payment is due at maturity, upon
redemption, upon any sinking fund payment date, upon acceleration or otherwise;
or

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



                                       34

<PAGE>

     (c) default in the performance or breach of the provisions of Article VII;
or

     (d) the Company shall fail to perform or observe any other term, covenant
or agreement contained in the Securities of that series or this Indenture (other
than a default specified in (a), (b) or (c) above) for a period of 30 days after
written notice of such failure requiring the Company to remedy the same shall
have been given (i) to the Company by the Trustee or (ii) to the Company and the
Trustee by the holders of at least 25% in aggregate principal amount of
Securities of that series then Outstanding; or

     (e) the occurrence and continuation beyond any applicable grace period of
any default in the payment of the principal of (or premium, if any, on) or
interest on any Indebtedness (other than Non-Recourse Indebtedness) of the
Company (other than the Securities) or any Restricted Subsidiary for money
borrowed when due, or any other default causing acceleration of any Indebtedness
(other than Non-Recourse Indebtedness) of the Company or any Restricted
Subsidiary for money borrowed; provided that the aggregate principal amount of
such Indebtedness (other than Non-Recourse Indebtedness) shall exceed
$10,000,000; provided further that if any such default is cured or waived or any
such acceleration rescinded, or such debt is repaid, within a period of 10 days
from the continuation of such default beyond the applicable grace period or the
occurrence of such acceleration, as the case may be, such Event of Default under
this Indenture and any consequential acceleration of Securities shall be
automatically rescinded, so long as such rescission does not conflict with any
judgment or decree; or

     (f) the commencement of proceedings, or the taking of any enforcement
action (including by way of set-off), by any holder of at least $10,000,000 in
aggregate principal amount of Indebtedness of the Company or any Restricted
Subsidiary, after a default under such Indebtedness, to retain in satisfaction
of such Indebtedness or to collect or seize, dispose of or apply in satisfaction
of such Indebtedness, property or assets of the Company or any Restricted
Subsidiary having a Fair Market Value in excess of $10,000,000 individually or
in the aggregate; provided that if any such proceedings or actions are
terminated or rescinded, or such Indebtedness is repaid, such Event of Default
under this Indenture and any consequential acceleration of Securities shall be
automatically rescinded, so long as (i) such rescission does not conflict with
any judgment or decree and (ii) the holder of such Indebtedness shall not have
applied any such property or assets in satisfaction of such Indebtedness; or

     (g) if (i) any material "accumulated funding deficiency" (as defined in
Section 302 of ERISA or Section 412 of the Code), shall exist with respect to
any PBGC Plan or Multiple Employer Plan (unless a waiver or extension is
obtained under Section 412(d) or (e) of the Code and Sections 303 and 304 of
ERISA), if such accumulated funding deficiency would give rise to a material
liability of the Company, (ii) a Reportable Event shall occur with respect to
any PBGC Plan or Multiple Employer Plan, which Reportable Event is likely to
result in the termination of such PBGC Plan or Multiple Employer Plan for
purposes of Title IV of ERISA and to give rise to a material liability of the
Company, (iii) proceedings to have a trustee appointed shall commence, or a
trustee shall be appointed to terminate or administer a PBGC Plan or Multiple
Employer Plan, which proceeding is likely to result in the termination of such
PBGC Plan or Multiple Employer Plan and to give rise to a material liability of
the Company with respect to


                                       35


<PAGE>

such termination, (iv) a notice of intent to terminate a PBGC Plan or Multiple
Employer Plan in a distress termination under Section 4041(c) of ERISA is
furnished to participants, (v) any Multiemployer Plan is in reorganization or is
insolvent and the circumstances are such that such reorganization or insolvency
will likely result in a material liability to the Company, (vi) there is a
complete or partial withdrawal from a Multiemployer Plan under circumstances
that would likely subject the Company to material liability, or (vii) any event
or condition described in (i) through (vi) above (determined without regard to
whether the event or condition taken alone would or could result in a material
liability) shall occur or exist with respect to a PBGC Plan, Multiple Employer
Plan or Multiemployer Plan which in combination with one or more of any events
described in (i) through (vi) above (determined without regard to whether the
event or condition taken alone would or could result in a material liability)
that has occurred or exists, would likely subject the Company or any Restricted
Subsidiary to any material tax, penalty or other liability (for purposes of this
paragraph (i) the term "material" and "material liability" shall mean any tax,
penalty or liability in excess of $10,000,000); or

     (h) final judgments or orders rendered against the Company or any
Restricted Subsidiary that are unsatisfied and that require the payment in
money, either individually or in an aggregate amount, that is more than
$10,000,000 over the coverage under applicable insurance policies and either (i)
commencement by any creditor of an enforcement proceeding upon such judgment
(other than a judgment that is stayed by reason of pending appeal or otherwise)
or (ii) the occurrence of a 60-day period during which a stay of such judgment
or order, by reason of pending appeal or otherwise, was not in effect; or

     (i) the entry of a decree or order by a court having jurisdiction in the
premises (i) for relief in respect of the Company or any Restricted Subsidiary
in an involuntary case or proceeding under the Federal Bankruptcy Code or any
other applicable federal or state bankruptcy, insolvency, reorganization or
other similar law or (ii) adjudging the Company or any Restricted Subsidiary
bankrupt or insolvent, or approving a petition seeking reorganization,
arrangement, adjustment or composition of the Company or a Restricted Subsidiary
under the Federal Bankruptcy Code or any other applicable federal or state law,
or appointing under any such law a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or any Restricted
Subsidiary or of a substantial part of their consolidated assets, or ordering
the winding up or liquidation of their affairs, and the continuance of any such
decree or order for relief or any such other decree or order unstayed and in
effect for a period of 60 consecutive days; or

     (j) the commencement by the Company or any Restricted Subsidiary of a
voluntary case or proceeding under the Federal Bankruptcy Code or any other
applicable federal or state bankruptcy, insolvency, reorganization or other
similar law or any other case or proceeding to be adjudicated bankrupt or
insolvent, or the consent by the Company or any Restricted Subsidiary to the
entry of a decree or order for relief in respect thereof in an involuntary case
or proceeding under the Federal Bankruptcy Code or any other applicable federal
or state bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or
the filing by the Company or any Restricted Subsidiary of a petition or consent
seeking reorganization or relief under any applicable federal or state law, or
the consent by it under any such law to the filing of any such petition or to
the


                                       36


<PAGE>

appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee or sequestrator (or other similar official) of the Company or
any Restricted Subsidiary or of any substantial part of their consolidated
assets, or the making by it of an assignment for the benefit of creditors under
any such law, or the admission by it in writing of its inability to pay its
debts generally as they become due or taking of corporate action by the Company
or any Restricted Subsidiary in furtherance of any such action.

SECTION 4.2  Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default (other than an Event of Default specified in Section
4.1(j) or (k)) with respect to Securities of any series at the time Outstanding
shall occur and be continuing, the Trustee, by written notice to the Company, or
the holders of at least 25% in aggregate principal amount of the Outstanding
Securities of that series, by notice to the Trustee and the Company, may declare
all unpaid principal of (or, if Securities of that series are Original Issue
Discount Securities, such portion of the principal amount of such Securities as
may be specified in the terms thereof), premium, if any, and accrued interest on
all Securities of that series to be due and payable immediately, upon which
declaration all amounts payable in respect of such Securities shall be
immediately due and payable. If an Event of Default specified in Section 4.1(j)
or (k) occurs and is continuing, then the principal of (or, if Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified in the terms thereof),
premium, if any, and accrued interest on all Outstanding Securities shall ipso
facto become and be immediately due and payable without any declaration, notice
or other act on the part of the Trustee or any Holder.

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

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

          (i) all sums paid or advanced by the Trustee under this Indenture and
     the reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel,

          (ii) all overdue interest on all Outstanding Securities of that
     series,

          (iii) all unpaid principal of (and premium, if any, on) any
     Outstanding Securities of that series which has become due otherwise than
     by such declaration of acceleration and interest on such unpaid principal
     at the rate borne by such Securities, and

          (iv) to the extent that payment of such interest is lawful, interest
     upon overdue interest and overdue principal which has become due otherwise
     than by such declaration


                                       37

<PAGE>

     of acceleration (without duplication of any amount deposited pursuant to
     clauses (ii) and (iii) above), at the rate or rates prescribed therefor in
     such Securities of that series;

     (b) the rescission would not conflict with any judgment or decree of a
court of competent jurisdiction; and

     (c) all Events of Default with respect to Securities of that series, other
than the nonpayment of principal of (or premium, if any, on), and interest on
Securities of that series that has become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 4.13.

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

     Notwithstanding the foregoing, in the event of a declaration of
acceleration in respect of Securities of a series because of an Event of Default
specified in (A) Section 4.1(e) shall have occurred and be continuing, such
declaration of acceleration and any consequential acceleration shall be
automatically rescinded if the Indebtedness that is the subject of such Event of
Default has been repaid, or if the default relating to such Indebtedness is
waived or cured and if such Indebtedness has been accelerated, then the holders
thereof have rescinded their declaration of acceleration in respect of such
Indebtedness (provided, in each case, that such repayment, waiver, cure or
rescission is effected within a period of 10 days from the continuation of such
default beyond the applicable grace period or the occurrence of such
acceleration), or (B) Section 4.1(f) shall have occurred and be continuing, such
declaration and any consequential acceleration shall be automatically rescinded
if the proceedings or enforcement action with respect to the Indebtedness that
is the subject of such Event of Default are terminated or rescinded, or such
Indebtedness has been repaid and only so long as the holder of such Indebtedness
shall not have applied any Property referenced in such Section 4.1(f) in
satisfaction of such Indebtedness; and, in the case of both (A) and (B) above,
written notice of such repayment, or cure or waiver and rescission, as the case
may be, shall have been given to the Trustee by the Company and countersigned by
the holders of such Indebtedness or a trustee, fiduciary or agent for such
holders or other evidence satisfactory to the Trustee of such events is provided
to the Trustee, within 30 days after such declaration of acceleration in respect
of such Securities, and no other Event of Default has occurred during such
30-day period which has not been cured or waived during such period, and so long
as such recision of the declaration of acceleration of such Securities does not
conflict with any judgement or decree as certified to the Trustee by the
Company.

SECTION 4.3  Collection of Indebtedness and Suits for Enforcement by Trustee.

     The Company covenants that if:

          (i) default is made in the payment of any installment of interest on
     any Security when such interest becomes due and payable and such default
     continues for a period of 30 days, or

                                       38


<PAGE>

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

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

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

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

SECTION 4.4  Trustee May File Proofs of Claim.

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

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


                                       39

<PAGE>

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay 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 5.6.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

SECTION 4.5  Trustee May Enforce Claims Without Possession of Securities.

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

SECTION 4.6  Application of Money Collected.

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

     FIRST: To the payment of all amounts due the Trustee under Section 5.6;

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

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


                                       40

<PAGE>

SECTION 4.7  Limitation on Suits.

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

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

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

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

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

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

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

SECTION 4.8  Unconditional Right of Holders to Receive Principal, Premium and
             Interest.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment, as provided herein (including, if applicable, under Article XI) and in
such Security of the principal of (and premium, if any, on) and (subject to
Section 2.10) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and, if applicable to such Security, to convert or exchange such Security
in accordance with provisions of such Security, and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

SECTION 4.9  Restoration of Rights and Remedies.

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


                                       41

<PAGE>

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

SECTION 4.10  Rights and Remedies Cumulative.

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

SECTION 4.11  Delay or Omission Not Waiver.

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

SECTION 4.12  Control by Holders.

     The Holders of not less than a majority in principal amount of the
Outstanding Securities of a series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee with respect to Securities of such series, or exercising any trust or
power conferred on the Trustee, provided that:

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

          (ii) the Trustee may take any other action deemed proper by the
     Trustee which is not inconsistent with such direction, and

          (iii) the Trustee need not take any action which might involve it in
     personal liability or be unduly prejudicial to the Holders not joining
     therein.

SECTION 4.13  Waiver of Past Defaults.

     The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of a series may on behalf of the Holders of all the
Securities of that series waive any existing Default or Event of Default
hereunder and its consequences with respect to Securities of that series, except
a Default or Event of Default:


                                       42

<PAGE>

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

          (ii) in respect of a covenant or provision hereof which under Article
     VIII cannot be modified or amended without the consent of the Holder of
     each Outstanding Security of that services affected.

     Upon any such waiver, such Default or Event of Default shall cease to exist
for every purpose under 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 4.14  Waiver of Stay, Extension or Usury Laws.

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

SECTION 4.15  Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorney's 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 4.15 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 4.8, or a suit by Holders of more than 10% in principal
amount of the then Outstanding Securities of the relevant series.


                                    ARTICLE V

                                  THE TRUSTEE

SECTION 5.1  Notice of Defaults.

     Within 60 days after the occurrence of any Default hereunder with respect
to Securities of any series, the Trustee shall transmit to Holders of Securities
of such series in the manner and to the extent provided in TIA Section 313(c),
notice of such Default known to the Trustee, unless such


                                       43


<PAGE>

Default shall have been cured or waived; provided, however, that, except in the
case of a Default in the payment of the principal of (or premium, if any, on) or
interest on any Security, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interest of the
Holders; and provided, further, that in the case of any Default of the character
specified in Section 4.1(e) with respect to Securities of such series, no such
notice to Holders shall be given until at least 60 days after the occurrence
thereof.

SECTION 5.2  Certain Rights of Trustee.

     Subject to the provisions of TIA Sections 315(a) through 315(d):

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

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

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

     (d) 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 in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

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

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


                                       44


<PAGE>

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

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

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

     The Trustee shall not be required to advance, expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers if it shall
have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

SECTION 5.3  Trustee Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Securities, except for the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder, and that the statements made
by it in a Statement of Eligibility on Form T-1 supplied to the Company are true
and accurate, subject to the qualifications set forth herein. The Trustee shall
not be accountable for the use or application by the Company of Securities or
the proceeds thereof.

SECTION 5.4  May Hold Securities.

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

SECTION 5.5  Money Held in Trust.

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


                                       45

<PAGE>

SECTION 5.6  Compensation and Reimbursement.

     The Company agrees:

     (a) to pay to the Trustee from time to time such compensation as shall be
agreed in writing from time to time between the Company and the Trustee for all
services rendered by it hereunder (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust);

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

     (c) to indemnify the Trustee or any predecessor Trustee for, and to hold it
harmless against, any and all loss, liability, damage, claim or expense,
including taxes (other than taxes based on the income of the Trustee) incurred
without negligence or bad faith on its part, (i) arising out of or in connection
with the acceptance or administration of this trust, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder or (ii) in
connection with enforcing this indemnification provision.

     The obligations of the Company under this Section 5.6 to compensate the
Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and hold harmless the Trustee shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture or any other termination under any Insolvency or
Liquidation Proceeding. As security for the performance of such obligations of
the Company, the Trustee shall have a claim and lien prior to the Securities
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for payment of principal of (and premium, if any, on) or
interest on any Security. Such lien shall survive the satisfaction and discharge
of this Indenture or any other termination under any Insolvency or Liquidation
Proceeding.

     When the Trustee incurs expenses or renders services after the occurrence
of an Event of Default specified in paragraphs (j) or (k) of Section 4.1 of this
Indenture, such expenses and the compensation for such services are intended to
constitute expenses of administration under any Insolvency or Liquidation
Proceeding.

SECTION 5.7  Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be eligible to
act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and
surplus of at least $50,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of federal,
state, territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section 5.7, the combined capital and surplus


                                       46

<PAGE>

of such corporation shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

SECTION 5.8  Conflicting Interests.

     The Trustee shall comply with the provisions of Section 310(b) of the Trust
Indenture Act.

SECTION 5.9  Resignation and Removal; Appointment of Successor.

     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 5.10.

     (b) The Trustee may resign at any time with respect to Securities of one or
more series by giving written notice thereof to the Company. If the instrument
of acceptance by a successor Trustee required by Section 5.10 shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition, at the expense of the Company,
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

     (c) The Trustee may be removed at any time with respect to Securities of
any series by Act of Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 5.10 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of removal, the Trustee being removed may petition, at
the expense of the Company, any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

     (d) If at any time:

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

          (ii) the Trustee shall cease to be eligible under Section 5.7 and
     shall fail to resign after written request therefor by the Company or by
     any Holder who has been a bona fide Holder of a Security for at least six
     months, or

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


                                       47


<PAGE>

then, in any such case, (A) the Company, by a Board Resolution, may remove the
Trustee, or (B) subject to TIA Section 315(e), any Holder who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

     (e) If, with respect to the Securities of one ore more series, the Trustee
shall resign, be removed or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee with respect to the
Securities of such series. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee with respect to the Securities
of such series and supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to Securities of a series shall have been so
appointed by the Company or Holders and accepted appointment in the manner
required by Section 5.10, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series. Such successorship may, but need not be, evidenced by a supplemental
indenture.

     (f) The Company shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor Trustee to the Holders of
Securities of each series so affected in the manner provided for in Section
14.5. Each notice shall include the name of the successor Trustee and the
address of its Corporate Trust Office.

SECTION 5.10  Acceptance of Appointment by Successor.

     Every successor Trustee appointed hereunder shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective, and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of all amounts due it under
Section 5.6, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder. Upon request of any such successor
Trustee, the Company shall execute any and all instruments to more fully and
certainly vest in and confirm to such successor Trustee all such rights, powers
and trusts.

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


                                       48

<PAGE>

SECTION 5.11  Merger, Conversion, Consolidation or Succession to Business.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities;
and in case at that time any of the Securities shall not have been
authenticated, any successor Trustee may authenticate such Securities either in
the name of any predecessor hereunder or in the name of the successor Trustee;
and in all such cases such certificates shall have the full force that is
provided anywhere in the Securities or in this Indenture; provided, however,
that the right to adopt the certificate of authentication of any predecessor
Trustee or to authenticate Securities in the name of any predecessor Trustee
shall apply only to its successor or successors by merger, conversion or
consolidation.

SECTION 5.12  Preferential Collection of Claims Against Company.

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



                                   ARTICLE VI

                      HOLDERS' LISTS AND REPORTS BY TRUSTEE

SECTION 6.1  Disclosure of Names and Addresses of Holders.

     Every Holder of Securities, by receiving and holding the same, agrees with
the Company, the Security Registrar and the Trustee that none of the Company,
the Security Registrar or the Trustee, or any agent of any of them, shall be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders in accordance with TIA Section 312,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under TIA Section 312(b).

SECTION 6.2  Reports By Trustee.

     Within 60 days after ______ 15 of each year commencing with _______ 15,
200__, the Trustee shall transmit by mail to the Holders, as their names and
addresses appear in the Security Register, a brief report dated as of such
________ 15 in accordance with and to the extent


                                       49

<PAGE>

required under TIA Section 313(a). The Trustee shall also comply with TIA
Sections 313(b) and 313(c).

     The Company shall promptly notify the Trustee in writing if the Securities
become listed on any stock exchange or automatic quotation system.

     A copy of each Trustee's report, at the time of its mailing to Holders of
Securities, shall be mailed to the Company and filed with the Commission and
each stock exchange, if any, on which the Securities are listed.



                                   ARTICLE VII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 7.1  Company May Consolidate, etc., Only on Certain Terms.

     The Company shall not, in any single transaction or a series of related
transactions, merge or consolidate with or into any other Person, or sell,
assign, convey, transfer, lease or otherwise dispose of all or substantially all
its Properties to any Person or group of Affiliated Persons, and the Company
shall not permit any of its Restricted Subsidiaries to enter into any such
transaction or series of transactions if such transaction or series of
transactions, in the aggregate, would result in a sale, assignment, conveyance,
transfer, lease or other disposition of all or substantially all of the
Properties of the Company and its Restricted Subsidiaries on a consolidated
basis to any other Person or group of Affiliated Persons, unless at the time and
after giving affect thereto:

     (a) either (i) if the transaction or transactions is a merger or
consolidation, the Company shall be the surviving Person of such merger or
consolidation, or (ii) the Person (if other than the Company) formed by such
consolidation or into which the Company and/or any such Restricted Subsidiary is
merged or to which the Properties of the Company and/or any such Restricted
Subsidiary are sold, assigned, conveyed, transferred, leased or otherwise
disposed of (any such surviving Person or transferee Person being the "Surviving
Entity") shall be organized and existing under the laws of the United States of
America, any state thereof or the District of Columbia and shall, in either
case, expressly assume by a supplemental indenture to this Indenture executed
and delivered to the Trustee, in form satisfactory to the Trustee, all the
obligations of the Company for the due and punctual payment of the principal of
(and premium, if any, on) and interest on all the Securities and the performance
and observance of every covenant of this Indenture on the part of the Company to
be performed or observed, and this Indenture shall remain in full force and
effect;

     (b) immediately after giving effect to such transaction or series of
transactions on a pro forma basis (and treating any Indebtedness not previously
an obligation of the Company or any of its Restricted Subsidiaries which becomes
the obligation of the Company or any of its Restricted Subsidiaries in
connection with or as a result of such transaction or transactions as having
been incurred at the time of such transaction or transactions), no Default or
Event of Default shall have occurred and be continuing;


                                       50


<PAGE>

     (c) except in the case of the consolidation or merger of any Restricted
Subsidiary with or into the Company, immediately after giving effect to such
transaction or transactions on a pro forma basis, the Consolidated Net Worth of
the Company (or the Surviving Entity if the Company is not the continuing
obligor under this Indenture) is at least equal to the Consolidated Net Worth of
the Company immediately before such transaction or transactions (calculated in
each case, in accordance with GAAP);

     (d) if any of the Properties of the Company or any of its Restricted
Subsidiaries would upon such transaction or series of related transactions
become subject to any Lien (other than a Permitted Lien), the creation or
imposition of such Lien shall have been in compliance with Section 9.10; and

     (e) the Company or such Person shall have delivered to the Trustee (i) an
Officers' Certificate in form and substance reasonably acceptable to the
Trustee, stating that such consolidation, merger, conveyance, transfer, lease or
other disposition and, if a supplemental indenture is required in connection
with such transaction, such supplemental indenture, complies with this Indenture
and that all conditions precedent herein relating to such transaction or
transactions have been satisfied and (ii) except in the case of the
consolidation or merger of any Restricted Subsidiary into the Company, an
Opinion of Counsel stating that the requirements of Section 7.1(a) have been
complied with.

SECTION 7.2  Successor Substituted.

     Upon any consolidation of the Company with or merger of the Company with or
into any other entity or any sale, assignment, lease, conveyance, transfer or
other disposition of all or substantially all of the Properties of the Company
to any Person in accordance with Section 7.1, the successor Person formed by
such consolidation or into which the Company is merged or to which such sale,
assignment, conveyance, transfer or other disposition is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and in the event of any such sale, assignment,
conveyance, transfer or other disposition, the Company (which term shall for
this purpose mean the Person named as the "Company" in the first paragraph of
this Indenture or any successor Person which shall theretofore become such in
the manner described in Section 7.1), except in the case of a lease, shall be
discharged of all obligations and covenants under this Indenture and the
Securities and the Company may be dissolved and liquidated.



                                  ARTICLE VIII

                             SUPPLEMENTAL INDENTURES

SECTION 8.1  Supplemental Indentures without Consent of Holders.

     Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more


                                       51

<PAGE>

indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

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

     (b) to add to the covenants of the Company for the benefit of Holders of
all or any series of Securities or to surrender any right or power herein
conferred upon the Company; or

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

     (d) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee pursuant to the requirements of Sections 5.9 and 5.10; or

     (e) to cure any ambiguity, to correct or supplement any provision herein
which may be defective or inconsistent with any other provision herein, or to
qualify, or maintain the qualification of, the Indenture under the TIA or to
make any other provisions with respect to matters or questions arising under
this Indenture; provided that such action shall not adversely affect the
interests of the Holders of Securities of any series in any material respect; or

     (f) to secure the Securities pursuant to the requirements of Section 9.10
or otherwise; or

     (g) to provide for uncertificated Securities in addition to or in place of
certificated Securities; or

     (h) to add to, change or eliminate any provision of this Indenture with
respect to one or more series of Securities, provided that any such addition,
change or elimination shall (i) neither (A) apply to any Security of any series
created prior to the execution of such supplemental indenture and entitled to
the benefit of such provision nor (B) modify the rights of the Holder of any
such Security with respect to such provision or (ii) shall become effective only
when no such Security is Outstanding; or

     (i) to evidence and provide for the acceptance of appointment hereunder by
a separate trustee with respect to Securities of one or more series and to add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the appointment of more than one Trustee; or

     (j) to provide for the terms and conditions of conversion of Securities of
any series, if any, pursuant to the requirements of Article XII; or

     (k) to establish the form or terms of Securities of any series, as
permitted by Section 2.1.


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<PAGE>

SECTION 8.2  Supplemental Indentures with Consent of Holders.

     With the consent of the Holders of a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

     (a) change the Stated Maturity of the principal of, or any installment of
interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption thereof, or reduce
the amount of principal of an Original Issue Discount Security that would be due
and payable upon a declaration of acceleration of Maturity pursuant to Section
4.2, or change the coin or currency in which any Security or any premium or the
interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment after the Stated Maturity thereof (or, in the
case of redemption, on or after the Redemption Date); or

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

     (c) modify any of the provisions of this Section or Sections 4.13 and 9.11,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Security affected thereby;

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

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

SECTION 8.3  Execution of Supplemental Indentures.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of


                                       53

<PAGE>

Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

SECTION 8.4  Effect of Supplemental Indentures.

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

SECTION 8.5  Conformity with Trust Indenture Act.

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

SECTION 8.6  Reference in Securities to Supplemental Indentures.

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

SECTION 8.7  Notice of Supplemental Indentures.

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 8.2, the Company
shall give notice thereof to the Holders of each Outstanding Security affected,
in the manner provided for in Section 14.5, setting forth in general terms the
substance of such supplemental indenture.



                                   ARTICLE IX

                                    COVENANTS

SECTION 9.1  Payment of Principal, Premium, if any, and Interest.

     The Company covenants and agrees for the benefit of the Holders of
Securities of each series that it will duly and punctually pay the principal of
(and premium, if any, on) and interest on the Securities of that series in
accordance with the terms of the Securities and this Indenture. The Company
shall pay interest (including post-petition interest in any proceeding under the
Federal Bankruptcy Code or any similar state bankruptcy law) on overdue
principal, and


                                       54

<PAGE>

premium, if any, at the rate prescribed therefor in such Securities to the
extent lawful; and it shall pay interest (including post-petition interest in
any proceeding under the Federal Bankruptcy Code or any similar state bankruptcy
law) on overdue installments of interest (without regard to any applicable grace
period) at the prescribed rate to the extent lawful.

SECTION 9.2  Maintenance of Office or Agency.

     The Company shall maintain for each series of Securities, an office or
agency where Securities of such series may be presented or surrendered for
payment, where Securities of such series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of such series and this Indenture may be served. The
office of ____________________________________________, located at
_____________________________, Attention: ______________________ shall be such
office or agency of the Company, unless the Company shall designate and maintain
for any series some other office or agency for one or more of such purposes. The
Company will give prompt written notice to the Trustee of any change in the
location of any 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 aforementioned office of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

     The Company may also from time to time designate one or more other offices
or agencies (in or outside of The City of New York) where the Securities may be
presented or surrendered for any or all such purposes and may from time to time
rescind any such designation; 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 accordance with the requirements provided herein for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and any change in the location of any such other
office or agency.

SECTION 9.3  Money for Security Payments to Be Held in Trust.

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

     Whenever the Company shall have one or more Paying Agents for Securities of
any series, it will, on or before 11:00 A.M., New York City time, on each due
date of the principal of (and premium, if any, on), or interest on, any
Securities of that series, deposit with a Paying Agent a sum sufficient to pay
the principal (and premium, if any) or interest so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such principal, premium
or interest, and (unless such Paying Agent is the Trustee) the Company shall
promptly notify the Trustee of such action or any failure so to act.


                                       55


<PAGE>

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

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

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

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

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

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if any,
on) or interest on any Security of any series and remaining unclaimed for two
years after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the city of each place of payment of principal of, (and premium,
if any on) and interest on Securities of the relevant series notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

SECTION 9.4  Corporate Existence.

     Except as expressly permitted by Article VII or other provisions of this
Indenture, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect the corporate existence, rights
(charter and statutory) and franchises of the Company and each Restricted
Subsidiary; provided, however, that the Company shall not be required to
preserve any such existence of its Restricted Subsidiaries, right or franchise,
if the Board of


                                       56

<PAGE>

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, and that the loss thereof is not disadvantageous in any
material respect to Holders of Securities of any series.

SECTION 9.5  Payment of Taxes and Other Claims.

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

SECTION 9.6  Maintenance of Properties.

     The Company shall cause all material Properties owned by the Company or any
Restricted Subsidiary and used or held for use in the conduct of its business or
the business of any Restricted Subsidiary to be maintained and kept in good
condition, repair and working order (ordinary wear and tear excepted), all as in
the judgment of the Company may be necessary so that its business may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
maintenance of any of such Properties if such discontinuance is, in the judgment
of the Company, desirable in the conduct of its business or the business of any
Restricted Subsidiary and not disadvantageous in any material respect to the
Holders of Securities of any series. Notwithstanding the foregoing, nothing
contained in this Section 9.6 shall limit or impair in any way the right of the
Company and its Restricted Subsidiaries to sell, divest and otherwise to engage
in transactions that are otherwise permitted by this Indenture.

SECTION 9.7  Insurance.

     The Company shall at all times keep all of its and its Restricted
Subsidiaries' Properties which are of an insurable nature insured (including
appropriate self-insurance) with insurers, believed by the Company to be
responsible, against loss or damage to the extent that, in the reasonable good
faith opinion of the Company, property of similar character is usually so
insured by corporations similarly situated and owning like properties.

     The Company may adopt such other plan or method of protection, in lieu of
or supplemental to insurance with insurers, whether by the establishment of an
insurance fund or reserve to be held and applied to make good losses from
casualties, or otherwise, conforming to the systems of self-insurance, in the
reasonable good faith opinion of the Company, maintained by corporations
similarly situated and owning like properties, as may be determined by the Board
of Directors.


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<PAGE>

SECTION 9.8  Statement by Officers as to Default.

     (a) The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year of the Company and within 45 days of the end of each of the
first, second and third quarters of each fiscal year of the Company, an
Officers' Certificate, one of the signers of which shall be the principal
executive officer, principal financial officer or principal accounting officer
of the Company, stating that a review of the activities of the Company and its
Subsidiaries during the preceding fiscal quarter or fiscal year, as applicable,
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 such Officer's knowledge the
Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing all such Defaults or
Events of Default of which such Officer may have knowledge and what action the
Company is taking or proposes to take with respect thereto). Such Officers'
Certificate shall comply with TIA Section 314(a)(4). For purposes of this
Section 9.8(a), such compliance shall be determined without regard to any period
of grace or requirement of notice under this Indenture.

     (b) The Company shall, so long as any Securities of any series are
Outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of
any Default or Event of Default or default in the performance of any covenant,
agreement or condition contained in this Indenture, an Officers' Certificate
specifying such Default or Event of Default and what action the Company proposes
to take with respect thereto within 10 days of its occurrence.

SECTION 9.9  Reports.

     The Company shall file with the Trustee and the Commission, and transmit to
Holders, such information, documents and reports as required under the Trust
Indenture Act. In connection therewith, the Company shall file with the Trustee
copies of all annual, quarterly and other reports and other information and
documents that the Company is required to file with the Commission under the
Exchange Act. Each such report or other information or document shall be filed
with the Trustee within 15 days after the filing thereof with the Commission. If
the Company at any time is no longer subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, the Company will file with the Trustee
annual and quarterly reports and other documents that the Company would be
required to file with the Commission if it were subject to Section 13 of the
Exchange Act, and the Company shall file such reports and other documents with
the Trustee within 15 days after the date on which the Company would be required
to file them with the Commission if the Company were so required.

     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).


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<PAGE>

SECTION 9.10  Limitation on Liens.

     The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, create, incur, assume, affirm or suffer to exist or
become effective any Lien of any kind, except for Permitted Liens, on or with
respect to any of its property or assets (including any intercompany notes),
whether owned at the date of this Indenture or thereafter acquired, or any
income, profits or proceeds therefrom, unless (a) in the case of any Lien
securing Subordinated Indebtedness, the Securities (then Outstanding and
thereafter created) are secured by a Lien on such property, assets or proceeds
that is senior in priority to such Lien and (b) in the case of any other Lien,
the Securities (then Outstanding and thereafter created) are directly secured
equally and ratably with the obligation or liability secured by such Lien.

SECTION 9.11  Waiver of Certain Covenants.

     The Company may, with respect to the Securities of any series, omit in any
particular instance to comply with any term, provision or condition set forth in
Sections 9.5 through 9.10 if, before or after the time for such compliance, the
Holders of at least a majority in principal amount of the Outstanding Securities
of each series affected, by Act of such Holders, waive such compliance in such
instance with such term, provision or condition, but no such waiver shall extend
to or affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.



                                    ARTICLE X

                            REDEMPTION OF SECURITIES

SECTION 10.1  Applicability of Article.

     Securities of any series that are redeemable before their Stated Maturity
shall be redeemable in accordance with the terms of such Securities and, unless
otherwise provided in such terms, this Article.

SECTION 10.2  Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution. In case of any redemption at the election of the Company,
the Company shall, at least 45 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date and, if less than all the Securities of a
series are to be redeemed, the principal amount of Securities of the series to
be redeemed and shall deliver to the Trustee such documentation and records as
shall enable the Trustee to select the Securities to be redeemed pursuant to
Section 10.3. Any election to redeem


                                       59

<PAGE>

Securities shall be revocable until the Company gives a notice of redemption
pursuant to Section 10.4 to the Holders of Securities to be redeemed.

SECTION 10.3  Selection by Trustee of Securities to Be Redeemed.

     If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 45 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, pro rata, by lot or by any
other method as the Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions of the principal of
Securities of such series; provided, however, that any such partial redemption
shall be in integral multiples of $1,000.

     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

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

SECTION 10.4  Notice of Redemption.

     Notice of redemption shall be given in the manner provided for in Section
14.5 not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed.

     All notices of redemption shall identify the Securities to be redeemed
(including CUSIP number) and shall state:

     (a) the Redemption Date;

     (b) the Redemption Price;

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

     (d) that on the Redemption Date the Redemption Price (together with accrued
interest to the Redemption Date payable as provided in Section 10.7) will become
due and payable upon each such Security, or the portion thereof, to be redeemed,
and that, unless the Company shall default in the payment of the Redemption
Price and any applicable accrued interest, interest thereon will cease to accrue
on and after said date;

     (e) if applicable, that the redemption is for a sinking fund; and


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<PAGE>

     (f) the place or places where such Securities are to be surrendered for
payment of the Redemption Price.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company. Notice, if given in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the Holder receives such notice. In any case, failure to give
such notice or any defect therein to the Holder of any Security of a series
shall not affect the validity of any proceedings for the redemption of other
Security of such series.

SECTION 10.5  Deposit of Redemption Price.

     On or before 11:00 A.M., New York City time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 9.3) an amount of money sufficient to pay the Redemption
Price of, and accrued and unpaid interest on, all the Securities which are to be
redeemed on such Redemption Date.

SECTION 10.6  Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified (together with accrued and unpaid interest to
the Redemption Date), and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued and unpaid interest)
such Securities shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be
paid by the Company at the Redemption Price, together with accrued and unpaid
interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 2.10.

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

SECTION 10.7  Securities Redeemed in Part.

     Any Security which is to be redeemed only in part shall be surrendered at
the office or agency of the Company maintained for such purpose pursuant to
Section 9.2 (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge,
a new Security or Securities of the same series and of like tenor, of any
authorized denomination as


                                       61

<PAGE>

requested by such Holder, in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal amount of the Security so
surrendered.

SECTION 10.8  Sinking Fund.

     The terms of the Securities of any series may provide for a sinking fund
for the retirement of Securities of that series. The following provisions shall
apply to any such sinking fund except as otherwise specified for the Securities
of such series.

     (a) The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment."

     (b) In lieu of making all or any part of any mandatory sinking fund payment
in cash with respect to any Securities of a series, the Company may at its
option satisfy all or part of its sinking fund payment obligation with respect
to such Securities by (i) delivery of Outstanding Securities of that series
theretofore purchased or otherwise acquired by the Company (other than any
Securities previously called for redemption) or (ii) applying as a credit the
principal amount of Securities of that series which have been redeemed either at
the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Securities; provided that such Securities have not been previously
so credited. Such Securities shall be received and credited for such purpose by
the Trustee at the redemption price specified in such Securities for redemption
through operation of the sinking fund, and the amount of such mandatory sinking
fund payment shall be reduced accordingly.

     (c) Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 10.8(b) (including therewith delivery to the Trustee of any
Securities to be so delivered), and whether the Company intends to make any
permitted optional sinking fund payment with respect to such series. Not less
than 45 days prior to such sinking fund payment date, the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 10.3, and the Company shall cause notice of the redemption
thereof to be given at its expense in the manner provided in Section 10.4 except
that the notice of redemption shall also state that the Securities are being
redeemed by operation of the sinking fund. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 10.6 and 10.7.


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<PAGE>

                                   ARTICLE XI

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 11.1  Company's Option to Effect Defeasance or Covenant Defeasance.

     Unless pursuant to Section 2.1 provision is made that this Article shall
not be applicable to the Securities of any series, the Company may, at its
option by Board Resolution, at any time, with respect to the Outstanding
Securities of any series designated in accordance with Section 2.1 as being
defeasible pursuant to this Article XI, elect to have either Section 11.2 or
Section 11.3 be applied to all Outstanding Securities of such series upon
compliance with the conditions set forth below in this Article XI.

SECTION 11.2  Defeasance and Discharge.

     Upon the Company's exercise under Section 11.1 of the option applicable to
this Section 11.2, the Company shall be deemed to have been discharged from its
obligations with respect to all Outstanding Securities of the applicable series
on the date the conditions set forth in Section 11.4 are satisfied (hereinafter
referred to as "legal defeasance"). For this purpose, such legal defeasance
means that the Company shall be deemed (a) to have paid and discharged their
respective obligations under the Outstanding Securities of such series;
provided, however that the Securities shall continue to be deemed to be
"Outstanding" for purposes of Section 11.5 and the other Sections of this
Indenture referred to in clauses (i) and (ii) below, and (b) to have satisfied
all their other obligations under such Securities and this Indenture insofar as
such Securities are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of Outstanding Securities of such series to
receive, solely from the trust fund described in Section 11.4 and as more fully
set forth in such Section, payments in respect of the principal of (and premium,
if any, on) and interest on such Securities when such payments are due (or at
such time as the Securities would be subject to redemption at the option of the
Company in accordance with this Indenture), (ii) the respective obligations of
the Company under Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 4.8, 4.14, 5.6, 5.9,
5.10, 9.1, 9.2 and 9.3, (iii) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and (iv) the obligations of the Company under this
Article XI. Subject to compliance with this Article XI, the Company may exercise
its option under Section 11.1 applicable to this Section 11.2 notwithstanding
the prior exercise of its option under Section 11.1 applicable to Section 11.3.

SECTION 11.3  Covenant Defeasance.

     Upon the Company's exercise under Section 11.1 of the option applicable to
this Section 11.3, the Company shall be released from its obligations under any
covenant contained in Article VII and in Sections 9.6 through 9.10 (and any
other covenant, as may be determined pursuant to Section 2.1, of the applicable
series of Securities subject to this provision) with respect to the Outstanding
Securities of the applicable series on and after the date the conditions set
forth below are satisfied (hereinafter referred to as "covenant defeasance"),
and the Securities of such


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series shall thereafter be deemed not to be "Outstanding" for the purposes of
any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "Outstanding" for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to the Outstanding
Securities, 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 Sections 4.1(c) or
4.1(d) or any additional Event of Default included in the Securities of such
series, but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby.

SECTION 11.4  Conditions to Defeasance or Covenant Defeasance.

     The following shall be the conditions to application of either Section 11.2
or Section 11.3 to the Outstanding Securities of any series:

     (a) The Company shall irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee satisfying the requirements of Section 5.7
who shall agree to comply with the provisions of this Article XI applicable to
it) as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities of such series, (i) cash in U.S. Dollars in an
amount, or (ii) U.S. Government Obligations which through the scheduled payment
of principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, money in an
amount, or (iii) a combination thereof, sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to pay
and discharge, the principal of (and premium, if any, on) and interest on the
Outstanding Securities of such series on the Stated Maturity (or Redemption
Date, if applicable) of such principal (and premium, if any) or installment of
interest; provided that the Trustee shall have been irrevocably instructed in
writing by the Company to apply such money or the proceeds of such U.S.
Government Obligations to said payments with respect to the Securities of such
series. Before such a deposit, the Company may give to the Trustee, in
accordance with Section 10.2, a notice of its election to redeem all of the
Outstanding Securities of such series at a future date in accordance with
Article X, which notice shall be irrevocable. Such irrevocable redemption
notice, if given, shall be given effect in applying the foregoing. For this
purpose, "U.S. Government Obligations" means securities that are (x) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (y) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act), as custodian with respect to any such U.S.
Government Obligation or a specific payment of principal of or interest on any
such U.S. Government Obligation held by such custodian for the account of the
holder of such depository receipt, provided that (except as required by law)
such


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custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of principal
of or interest on the U.S. Government Obligation evidenced by such depository
receipt.

     (b) No Default or Event of Default with respect to the Securities of such
series shall have occurred and be continuing on the date of such deposit.

     (c) Such legal defeasance or covenant defeasance shall not cause the
Trustee to have a conflicting interest under this Indenture or the Trust
Indenture Act with respect to any securities of the Company.

     (d) Such legal defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under any other material
agreement or instrument to which the Company is a party or by which it is bound,
as evidenced to the Trustee in an Officers' Certificate delivered to the Trustee
concurrently with such deposit.

     (e) In the case of an election under Section 11.2, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (ii) since the date of this Indenture there has been a change in the
applicable Federal income tax laws; in either case providing that the Holders of
the Outstanding Securities of such series 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 (it being understood that (x) such Opinion of Counsel shall also
state that such ruling or applicable law is consistent with the conclusions
reached in such Opinion of Counsel and (y) the Trustee shall be under no
obligation to investigate the basis of correctness of such ruling).

     (f) In the case of an election under Section 11.3, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
the Outstanding Securities 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.

     (g) The Company shall have delivered to the Trustee an Officers'
Certificate to the effect that the Securities of such series, if then listed on
any securities exchange, will not be delisted as a result of such legal
defeasance or covenant defeasance.

     (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 relating to either the legal defeasance under Section
11.2 or the covenant defeasance under Section 11.3 (as the case may be) have
been complied with.


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SECTION 11.5  Deposited Money and U.S. Government Obligations to Be Held in
              Trust; Other Miscellaneous Provisions.

     Subject to the provisions of the last paragraph of Section 9.3, all money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee, collectively for purposes of this
Section 11.5, the "Trustee") pursuant to Section 11.4 in respect of the
Outstanding Securities of any series shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 11.4 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 Outstanding Securities.

     Anything in this Article XI to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 11.4
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent legal defeasance or covenant defeasance, as
applicable, in accordance with this Article.

SECTION 11.6  Reinstatement.

     If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 11.5 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
Securities of the applicable series shall be revived and reinstated as though no
deposit had occurred pursuant to Section 11.2 or 11.3, as the case may be, until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 11.5; provided, however, that if the Company makes any
payment of principal of (or premium, if any, on) or interest on any Security of
a series following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money held by the Trustee or Paying Agent.


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                                   ARTICLE XII

                                   CONVERSION

SECTION 12.1  Applicability; Conversion Privilege and Conversion Price.

     If Securities of any series are designated pursuant to Section 2.2 as
convertible into Common Stock of the Company, such conversion shall be in
accordance with the terms of this Article, unless otherwise specified in the
terms of such Securities. Conversion provisions for Securities of any series
denominated in a foreign currency or for conversion into a security other than
Common Stock of the Company shall be specified in the terms of such Securities
in accordance with Section 2.2. Reference in this Article to "Common Stock"
shall mean the common stock, par value $0.01 per share, of the Company
authorized on the date of this Indenture and any other class of stock resulting
from successive changes or reclassifications of such common stock.

     Subject to and upon compliance with the provisions of this Article, at the
option of the Holder thereof, any Security of a series to which this Article
applies, or any portion of the principal amount thereof which equals $1,000 or
an integral multiple thereof, may be converted at the principal amount thereof,
or of such portion thereof, into fully paid and non-assessable shares
(calculated as to each conversion to the nearest 1/100th of a share) of Common
Stock, at the conversion price in effect at the time of conversion. Such
conversion right shall expire at the close of business on the date specified for
Securities of such series. In case a Security or portion thereof is called for
redemption, such conversion right in respect of the Security or portion so
called shall expire at the close of business on the Business Day immediately
preceding the Redemption Date, unless the Company defaults in making the payment
due upon redemption.

     The price at which shares of Common Stock shall be delivered upon
conversion (the "conversion price") shall be the price specified for the
Securities of such series, subject to adjustment as provided in this Article.

SECTION 12.2  Conversion Procedure.

     In order to exercise the conversion privilege, the Holder of any Security
to be converted shall surrender to the Company such Security, duly endorsed or
assigned to the Company or in blank, at any office or agency of the Company
maintained pursuant to Section 9.2, accompanied by written notice of conversion
in substantially the form set forth in the Security (except in the case of a
depositary of a Global Security, for which the customary procedures of the
depositary will apply). Securities surrendered for conversion during the period
from the close of business on any Regular Record Date next preceding any
Interest Payment Date to the opening of business on such Interest Payment Date
shall (except in the case of Securities or portions thereof which have been
called for redemption on a Redemption Date within such period) be accompanied by
payment in New York Clearing House funds or other funds acceptable to the
Company of an amount equal to the interest payable on such Interest Payment Date
on the principal amount of Securities being surrendered for conversion. Except
as provided in the immediately preceding sentence, no payment or adjustment
shall be made upon any conversion on account of any


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<PAGE>

interest accrued on the Securities surrendered for conversion or on account of
any dividends on the Common Stock issued upon conversion.

     Securities shall be deemed to have been converted immediately prior to the
close of business on the day of surrender of such Securities for conversion in
accordance with the foregoing provisions, and at such time the rights of the
Holders of such Securities as Holders shall cease, and the Person or Persons
entitled to receive the Common Stock issuable upon conversion shall be treated
for all purposes as the record holder or holders of such Common Stock at and
after such time. As promptly as practicable on or after the conversion date, the
Company shall issue and shall deliver at such office or agency a certificate or
certificates for the number of full shares of Common Stock issuable upon
conversion, together with any payment in lieu of any fraction of a share, as
provided in Section 12.3.

     In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Security or
Securities of the applicable series of authorized denominations in aggregate
principal amount equal to the unconverted portion of the principal amount of
such Security.

SECTION 12.3  Fractions of Shares.

     No fractional shares of Common Stock or scrip representing fractions of
shares shall be issued upon conversion of Securities. If more than one Security
of a series shall be surrendered for conversion at one time by the same Holder,
the number of full shares which shall be issuable upon conversion thereof shall
be computed on the basis of the aggregate principal amount of the Securities (or
specified portions thereof) of that series so surrendered. Instead of any
fractional share of Common Stock which would otherwise be issuable upon
conversion of any Security or Securities (or specified portions thereof), the
Company shall pay to the Holder of such Security an amount in cash (computed to
the nearest cent) based upon the closing price of the Common Stock on the
Business Day immediately preceding the date of conversion.

SECTION 12.4  Adjustment of Conversion Price.

     The conversion price shall be subject to adjustment from time to time as
follows:

     (a) In case the Company shall pay or make a dividend or other distribution
on any class of its capital stock in shares of its Common Stock, then the
conversion price in effect at the opening of business on the day following the
record date for determination of stockholders entitled to receive such dividend
or other distribution shall be reduced by multiplying such conversion price by a
fraction of which the numerator shall be the number of shares of Common Stock
issued and outstanding at the close of business on such record date and the
denominator shall be the sum of such number of shares and the total number of
shares constituting such dividend or other distribution. Such reduction shall
become effective immediately after the opening of business on the day following
such record date.


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<PAGE>

     (b) In case the Company shall issue rights, options or warrants to all
holders of its outstanding shares of Common Stock entitling them to subscribe
for or purchase shares of Common Stock at a price per share less than the
current market price per share of the Common Stock on the record date for
determination of stockholders entitled to receive such rights, options or
warrants, then the conversion price in effect at the opening of business on the
day following such record date shall be reduced by multiplying such conversion
price by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding at the close of business on such record date plus the
number of shares of Common Stock which the aggregate of the offering price of
the total number of shares of Common Stock so offered for subscription or
purchase would purchase at such current market price and the denominator shall
be the number of shares of Common Stock outstanding at the close of business on
such record date plus the number of shares of Common Stock so offered for
subscription or purchase. Such reduction shall become effective immediately
after the opening of business on the day following such record date.
Notwithstanding the foregoing, in case the Company shall issue rights, options
or warrants ("Stockholder Rights") to all holders of its Common Stock entitling
the holders thereof to subscribe for or purchase shares of Common Stock, which
rights or warrants (i) are deemed to be transferred with such shares of Common
Stock, (ii) are not exercisable and (iii) are also issued in respect of future
issuances of Common Stock, in each case until the occurrence of a specified
event or events, such Stockholder Rights shall for purposes of this Section 12.4
not be deemed issued or distributed until the occurrence of the earliest of such
specified events and the conversion price shall not be reduced until the
occurrence of such earliest specified event. If the conversion price is reduced
pursuant to this paragraph (b) as a result of any rights, warrants or options
that are issued by the Company and if at the end of the period during which such
warrants, options, or rights are exercisable, not all such warrants, options or
rights shall have been exercised, the conversion price shall be immediately
readjusted to what it would have been had the above fraction been computed based
on the number of shares of Common Stock actually issued in respect of such
warrants, options or rights, as the case may be.

     (c) In case outstanding shares of Common Stock shall be subdivided into a
greater number of shares of Common Stock, then the conversion price in effect at
the opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately reduced by multiplying such
conversion price by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the day upon
which such subdivision becomes effective before giving effect to such
subdivision and the denominator shall be the number of shares of Common Stock
outstanding at the close of business on the day such subdivision becomes
effective after giving effect to such subdivision. Conversely, in case
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, then the conversion price in effect at the opening of
business on the day following the day upon which such combination becomes
effective shall be proportionately increased by multiplying such conversion
price by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding at the close of business on the day upon which such
combination becomes effective before giving effect to such combination and the
denominator shall be the number of shares of Common Stock outstanding at the
close of business on the day such combination becomes effective after giving
effect to such combination. Such reduction or increase, as the case may be,
shall become effective


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<PAGE>

immediately after the opening of business on the day following the day upon
which such subdivision or combination becomes effective.

     (d) In case the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock evidences of its indebtedness or assets (including
securities, but excluding (i) an issuance, dividend or distribution referred to
in paragraphs (a) and (b) of this Section paid exclusively in cash or upon the
dissolution, liquidation or winding up of the Company or (ii) Stockholder
Rights), then the conversion price shall be adjusted so that the same shall
equal the price determined by multiplying the conversion price in effect
immediately prior to the close of business on the record date for determination
of stockholders entitled to receive such distribution by a fraction of which the
numerator shall be the current market price per share of the Common Stock on
such record date minus the then fair market value (as determined by the Board of
Directors of the Company, whose determination shall be conclusive and described
in a Board Resolution) of the portion of the evidences of indebtedness or assets
so distributed applicable to one share of Common Stock and the denominator shall
be such current market price per share of the Common Stock on such record date.
Such adjustment shall become effective immediately prior to the opening of
business on the day following such record date.

     (e) In case the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock cash (excluding any cash that is distributed as part
of a distribution referred to in paragraph (d) of this Section) in an aggregate
amount that, together with (i) the aggregate amount of any other distributions
to all holders of its Common Stock made exclusively in cash within the l2 months
preceding the date of payment of such distribution and in respect of which no
conversion price adjustment pursuant to paragraph (e) of this Section has been
made and (ii) the aggregate of any cash exceeds 10% of the product of the
current market price per share of the Common Stock on the date fixed for the
determination of stockholders entitled to receive such distribution multiplied
by the number of shares of Common Stock outstanding on such date, then the
conversion price shall be reduced so that the same shall equal the price
determined by multiplying the conversion price in effect immediately prior to
the effectiveness of the conversion price reduction contemplated by this
paragraph (e) by a fraction of which the numerator shall be the current market
price per share of the Common Stock on such date minus the amount of cash so
distributed applicable to one share of Common Stock and the denominator shall be
such current market price per share of the Common Stock. Such reduction shall
become effective immediately prior to the opening of business on the date
following the date fixed for the payment of such distribution.

     (f) The reclassification of Common Stock into securities other than Common
Stock (excluding any reclassification upon a merger or consolidation to which
Section 12.12 applies) shall be deemed to involve a distribution of such
securities other than Common Stock to all holders of Common Stock (and the
effective date of such reclassification shall be deemed to be "the record date
for determination of stockholders entitled to receive such distribution" within
the meaning of paragraph (d) of this Section). If such reclassification changes
the number of outstanding shares of Common Stock, then such reclassification
shall be deemed (in addition to any effect provided in the previous sentence) a
subdivision or combination, as the case may be, of the number of shares of
Common Stock outstanding immediately prior to such reclassification into the
number of shares of Common Stock outstanding immediately thereafter (and the


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effective date of such reclassification shall be deemed to be "the day upon
which such subdivision becomes effective" or "the day upon which such
combination becomes effective", as the case may be, within the meaning of
paragraph (c) of this Section).

     (g) No adjustment in the conversion price shall be required unless such
adjustment would require an increase or decrease of at least 1% in such price;
provided that any adjustment which by reason of this paragraph (g) is not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Article shall be made to the
nearest cent or to the nearest 1/100th of a share, as the case may be. No
adjustment in the conversion price shall be required for any increase or
decrease in the par value of the Common Stock.

     (h) In addition to the adjustments in conversion price required by
paragraphs (a), (b), (c), (d), (e) and (f) of this Section, the Company may from
time to time in its discretion make such decreases in the conversion price as it
considers to be advisable, including for purposes of avoiding or diminishing any
Federal income tax to any holders of shares of Common Stock resulting from any
dividend or distribution of stock or issuance of rights or warrants to purchase
or subscribe for stock or from any event treated as such for Federal income tax
purposes or for any other reason.

     (i) Notwithstanding any other provision of this Article XIII, no adjustment
to the conversion price shall result in zero or in a negative number or shall
reduce the conversion price below the then par value per share of the Common
Stock, and any such purported adjustment shall instead reduce the conversion
price to such par value, unless the Common Stock then has no par value, in which
case such purported adjustment shall instead reduce the conversion price to $.01
per share. The Company hereby covenants not to take any action to increase the
par value per share of the Common Stock.

     (j) For the purpose of any computation in this Article, the current market
price per share of Common Stock on any date shall be deemed to be the average of
the closing prices for the 5 consecutive days (on which securities exchanges are
open for trading) preceding such date of determination. The closing price for
each day shall be the last reported sales price regular way or, if no such
reported sale takes place on such day, the average of the reported closing bid
and asked prices regular way, in either case as reported for consolidated
transactions on the New York Stock Exchange or, if the Common Stock is not
listed or admitted to trading on the New York Stock Exchange, on the principal
national securities exchange on which the Common Stock is listed or admitted to
trading or, if the Common Stock is not so listed or admitted to trading, on the
Nasdaq Stock Market or, if the Common Stock is not so listed or admitted to
trading, the average of the closing bid and asked prices (or if closing bid and
asked prices or not available, the average of the high bid and low asked prices
for such day) in the over-the-counter market as published by the appropriate
regulatory organization or if not so published as furnished by any New York
Stock Exchange member firm selected from time to time by the Company.


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SECTION 12.5  Notice of Adjustments of Conversion Price.

     Whenever the conversion price is adjusted as herein provided, the Company
shall promptly:

          (i) compute the adjusted conversion price in accordance with Section
     12.4 and prepare a certificate signed by the chief financial officer or the
     Treasurer of the Company setting forth the adjusted conversion price and
     showing in reasonable detail the facts upon which such adjustment is based,
     and file such certificate (with a copy to the Trustee) at each office or
     agency maintained for the purpose of conversion of Securities pursuant to
     Section 9.2; and

          (ii) prepare a notice stating that the conversion price has been
     adjusted and setting forth the adjusted conversion price, and as soon as
     practicable thereafter mail such notice to Holders of Securities providing
     the conversion right contained in this Article XII at their last addresses
     as they shall appear in the Securities Register.

SECTION 12.6  Trustee's Adjustment Disclaimer.

     The Trustee has no duty to determine when an adjustment under this Article
XII should be made, how it should be made or what it should be. The Trustee
shall not be accountable for and makes no representation as to the validity or
value of any securities or assets issued upon conversion of any Securities. The
Trustee shall not be responsible for the Company's failure to comply with this
Article XII.

SECTION 12.7  Notice of Certain Corporate Actions.

     In case the Company shall authorize:

          (i) any event which could result in an adjustment in the conversion
     price under Section 12.4 or require the execution of a supplemental
     indenture under Section 12.12; or

          (ii) the granting to holders of its Common Stock generally of rights,
     options or warrants to subscribe for or purchase any shares of Capital
     Stock excluding Stockholder Rights); or

          (iii) any reclassification of the Common Stock, or any merger,
     consolidation or share exchange to which the Company is a party and for
     which approval of any stockholders of the Company is required, or of the
     sale or transfer of the properties and assets of the Company substantially
     as an entirety; or

          (iv) the voluntary or involuntary dissolution, liquidation or winding
     up of the Company;


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<PAGE>

then the Company shall cause to be filed at each office or agency maintained
pursuant to Section 9.2, and shall cause to be mailed to all Holders of
Securities providing the conversion right contained in this Article XII at their
last addresses as they shall appear in the Security Register, at least 15 days
prior to the applicable record, effective or expiration date hereinafter
specified, a notice stating (A) the date on which a record is to be taken for
the purpose of such dividend, distribution or granting of rights, options or
warrants, or, if a record is not to be taken, the date as of which the holders
of Common Stock of record who will be entitled to such dividend, distribution,
rights or warrants are to be determined, or (B) the date on which such
reclassification, merger, consolidation, share exchange, sale, transfer,
dissolution, liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities, cash or other
property deliverable upon such reclassification, merger, consolidation, share
exchange, sale, transfer, dissolution, liquidation or winding up. Neither the
failure to give any such notice nor any defect therein shall affect the legality
or validity of any action described in this Article XII. In case of the
occurrence of any event triggering the exercisability of Stockholder Rights,
then the Company shall cause to be filed at each office or agency maintained
pursuant to Section 9.2, and shall cause to be mailed to the Holders of
Securities providing the conversion right contained in this Article XII at their
last addresses as they shall appear in the Security Register within 10 days
after the occurrence of such event a notice of such event and the date of its
occurrence.

SECTION 12.8  Company to Reserve Common Stock.

     The Company shall at all times reserve and keep available, free from
preemptive rights, out of the authorized but unissued Common Stock or out of the
Common Stock held in treasury, for the purpose of effecting the conversion of
Securities, the full number of shares of Common Stock then issuable upon the
conversion of all outstanding Securities so convertible.

SECTION 12.9  Taxes on Conversions.

     The Company will pay any and all documentary, stamp or similar issue or
transfer taxes that may be payable in respect of the issue or delivery of shares
of Common Stock on conversion of Securities pursuant hereto. The Company shall
not, however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of shares of Common Stock in a name
other than that of the Holder of the Security or Securities to be converted, and
no such issue or delivery shall be made unless and until the Person requesting
such issue has paid to the Company the amount of any such tax, or has
established to the satisfaction of the Company that such tax has been paid.

SECTION 12.10  Covenant as to Common Stock.

     The Company covenants that all shares of Common Stock issued upon
conversion of Securities will be validly issued, fully paid and non assessable.


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SECTION 12.11  Cancellation of Converted Securities.

     All Securities delivered for conversion shall be delivered to the Trustee
to be cancelled by or at the direction of the Trustee, which shall dispose of
the same as provided in Section 2.12.

SECTION 12.12  Effect of Merger, Consolidation or Sale of Assets.

     In case of any merger of the Company into or consolidation of the Company
with any other Person, any merger of another Person into the Company (other than
a merger which does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock) or any sale or transfer of
the properties and assets of the Company substantially as an entirety, the
Person resulting from such merger or consolidation or which acquires such
properties and assets of the Company, as the case may be, shall execute and
deliver to the Trustee a supplemental indenture providing that the Holder of
each Security then outstanding shall have the right thereafter, during the
period such Security shall be convertible as specified in Section 12.1, to
convert such Security only into the kind and amount of securities, cash and
other property, if any, receivable upon such merger, consolidation, sale or
transfer by a holder of the number of shares of Common Stock into which such
Security might have been converted immediately prior to such merger,
consolidation, sale or transfer, assuming such holder of Common Stock (i) is not
a Person into which the Company merged or which merged into the Company or with
which the Company consolidated or to which such sale or transfer was made, as
the case may be (a "Constituent Person"), or an Affiliate of a Constituent
Person, and (ii) failed to exercise his rights of election, if any, as to the
kind or amount of securities, cash or other property receivable upon such
merger, consolidation, sale or transfer (provided that if the kind or amount of
securities, cash and other property receivable upon such merger, consolidation,
sale or transfer is not the same for each share of Common Stock held immediately
prior to such merger, consolidation, sale or transfer by other than a
Constituent Person or an Affiliate thereof and in respect of which such rights
of election shall not have been exercised ("nonelecting share"), then for the
purpose of this Section the kind and amount of securities, cash and other
property receivable upon such merger, consolidation, sale or transfer by each
nonelecting share shall be deemed to be the kind and amount so receivable per
share by a plurality of the nonelecting shares). Such supplemental indenture
shall provide for adjustments which, for events subsequent to the effective date
of such supplemental indenture, shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article. The above
provisions of this Section shall similarly apply to any successive merger,
consolidation, sale or transfer. No adjustment in the conversion price shall be
made pursuant to Section 12.4 as a result of any merger, consolidation, sale or
transfer of the properties and assets of the Company substantially as an
entirety to which this Section 12.12 applies.


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                                  ARTICLE XIII

                           SUBORDINATION OF SECURITIES

SECTION 13.1  Securities Subordinate to Senior Indebtedness.

     The Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees for the benefit of the
holders, from time to time, of Senior Indebtedness, that, to the extent and in
the manner hereinafter set forth in this Article XIII, the Indebtedness
represented by the Securities and the payment of principal of (and premium, if
any) and interest on each Security are hereby expressly made subordinate and
subject in right of payment as provided in this Article XIII to the prior
payment in full in cash or Cash Equivalents of all amounts payable under all
existing and future Senior Indebtedness which includes, without limitation, all
obligations of the Company and any Restricted Subsidiary under the Company's
revolving credit agreement then in effect.

     This Article XIII shall constitute a continuing offer to all persons who,
in reliance upon such provisions, become holders of, or continue to hold Senior
Indebtedness; and such provisions are made for the benefit of the holders of
Senior Indebtedness; and such holders are made obligees hereunder and they or
each of them may enforce such provisions.

SECTION 13.2  Payment Over of Proceeds upon Dissolution, etc.

     In the event of an Insolvency or Liquidation Proceeding with respect to the
Company:

          (i) holders of all Senior Indebtedness shall be entitled to receive
     payment in full in cash or Cash Equivalents of all Senior Indebtedness
     (including interest after the commencement of such proceeding at the rate
     specified in the applicable Senior Indebtedness, whether or not a claim for
     such interest would be allowed in such proceeding) before Holders of the
     Securities are entitled to receive any direct or indirect payment, purchase
     or distribution whether in cash, property or securities (excluding
     Permitted Junior Securities of the Company) on account of the Securities;

          (ii) any direct or indirect payment or distribution of properties or
     assets of the Company of any kind or character, whether in cash, property
     or securities (excluding Permitted Junior Securities of the Company), by
     set-off or otherwise, to which the Holders or the Trustee would be entitled
     but for the provisions of this Article XIII shall be paid by the
     liquidating trustee or agent or other person making such payment or
     distribution, whether a trustee in bankruptcy, a receiver or liquidating
     trustee or otherwise, directly to the holders of Senior Indebtedness or
     their representative or representatives or to the trustee or trustees under
     any indenture under which any instruments evidencing any of such Senior
     Indebtedness may have been issued, ratably according to the aggregate
     amounts remaining unpaid on account of the Senior Indebtedness held or
     represented by each, to the extent necessary to make payment in full in
     cash or cash equivalents of all Senior Indebtedness remaining unpaid, after
     giving


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     effect to any concurrent payment or distribution to the holders of such
     Senior Indebtedness;

          (iii) in the event that, notwithstanding the foregoing provisions of
     this Section 13.2, the Trustee or the Holder of any Security shall have
     received any payment or distribution of properties or assets of the Company
     of any kind or character, whether in cash, property or securities, by set
     off or otherwise, in respect of any Security before all Senior Indebtedness
     is paid or provided for in full, then and in such event such payment or
     distribution (excluding Permitted Junior Securities of the Company) shall
     be paid over or delivered forthwith to the trustee in bankruptcy, receiver,
     liquidating trustee, custodian, assignee, agent or other person making
     payment or distribution of assets of the Company for application to the
     payment of all Senior Indebtedness remaining unpaid, to the extent
     necessary to pay all Senior Indebtedness in full, after giving effect to
     any concurrent payment or distribution to or for the holders of Senior
     Indebtedness;

          (iv) to the extent any payment of or distribution in respect of Senior
     Indebtedness (whether by or on behalf of the Company, as proceeds of
     security or enforcement of any right of setoff or otherwise) is declared to
     be fraudulent or preferential, set aside or required to be paid to any
     receiver, trustee in bankruptcy, liquidating trustee, agent or other
     similar Person under any bankruptcy, insolvency, receivership, fraudulent
     conveyance or similar law, then if such payment or distribution is
     recovered by, or paid over to, such receiver, trustee in bankruptcy,
     liquidating trustee, agent or other similar person, the Senior Indebtedness
     or part thereof originally intended to be satisfied shall be deemed to be
     reinstated and outstanding as if such payments had not occurred; and

          (v) to the extent that the obligation to repay any Senior Indebtedness
     is declared to be fraudulent, invalid or otherwise set aside under any
     bankruptcy, insolvency, receivership, fraudulent conveyance or similar law,
     then the obligation so declared fraudulent, invalid or otherwise set aside
     (and all other amounts that would come due with respect thereto had such
     obligation not been so affected) shall be deemed to be reinstated and
     outstanding as Senior Indebtedness for all purposes hereof as if such
     declaration, invalidity or setting aside had not occurred.

     The consolidation of the Company with, or the merger of the Company with or
into, another person or the liquidation or dissolution of the Company following
the conveyance, transfer or lease of its properties and assets substantially as
an entirety to another person upon the terms and conditions set forth in Article
VII shall not be deemed a dissolution, winding-up, liquidation, reorganization,
assignment for the benefit of creditors or marshalling of assets and liabilities
of the Company for the purposes of this Article if the person formed by such
consolidation or the surviving entity of such merger or the person which
acquires by conveyance, transfer or lease such properties and assets
substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger, conveyance, transfer or lease, comply with the conditions
set forth in such Article VII to the extent applicable.


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SECTION 13.3  Suspension of Payment When Senior Indebtedness in Default.

     (a) Unless Section 13.2 shall be applicable, upon the occurrence of a
Payment Default, no direct or indirect payment or distribution of any assets of
the Company of any kind or character shall be made by or on behalf of the
Company on account of any Security or on account of the purchase or redemption
or other acquisition by the Company of any Security unless and until such
Payment Default shall have been cured or waived or shall have ceased to exist or
such Designated Senior Indebtedness shall have been discharged or paid in full
in cash in Cash Equivalents, after which, subject to Section 13.2 (if
applicable), the Company shall resume making any and all required payments or
purchases in respect of the Securities, including any missed payments.

     (b) Unless Section 13.2 shall be applicable, upon (i) the occurrence of a
Non-payment Default and (ii) receipt by the Trustee from a Senior Representative
of written notice (a "Payment Blockage Notice") of such occurrence stating that
such notice is a Payment Blockage Notice pursuant to this Section 13.3(b), no
payment or distribution of any assets of the Company of any kind or character
shall be made by or on behalf of the Company on account of any Security or on
account of the purchase or redemption or other acquisition of any Security for a
period ("Payment Blockage Period") commencing on the date of receipt by the
Trustee of such notice unless and until the earlier to occur of the following
events (subject to any blockage of payments that may then be in effect under
Section 13.2 or subsection (a) of this Section 13.3) (A) 179 days shall have
elapsed since receipt of such written notice by the Trustee, (B) the date, as
set forth in a written notice to the Company or the Trustee from the Senior
Representative initiating such Payment Blockage Period, on which such
Non-payment Default shall have been cured or waived or shall have ceased to
exist (provided that no other Payment Default or Non-Payment Default has
occurred and is then continuing after giving effect to such cure or waiver), (C)
such Designated Senior Indebtedness shall have been discharged or paid in full
in cash or Cash Equivalents or (D) such Payment Blockage Period shall have been
terminated by written notice to the Company or the Trustee from the Senior
Representative initiating such Payment Blockage Period, after which, subject to
Sections 13.2 and 13.3(a) (if applicable), the Company shall promptly resume
making any and all required payments in respect of the Securities, including any
missed payments. Notwithstanding any other provision of this Indenture, only one
Payment Blockage Period may be commenced within any 360 consecutive day period.
No Non-payment Default with respect to Designated Senior Indebtedness that
existed or was continuing on the date of the commencement of any Payment
Blockage Period with respect to the Designated Senior Indebtedness initiating
such Payment Blockage Period shall be, or can be, made the basis for the
commencement of a second Payment Blockage Period, whether or not within a period
of 360 consecutive days, unless such default shall have been cured or waived for
a period of not less than 90 consecutive days (it being acknowledged that any
subsequent action, or any breach of any financial covenant for a period
commencing after the date of commencement of such Payment Blockage Period, that,
in either case, would give rise to a Non-payment Default pursuant to any
provision under which a Non-payment Default previously existed or was continuing
shall constitute a new Non-payment Default for this purpose; provided, however,
that, in the case of a breach of a particular financial covenant, the Company
shall have been in compliance for at least one full 90 consecutive day period
commencing after the date of commencement of such Payment Blockage Period). In
no event shall a Payment Blockage


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Period extend beyond 179 days from the date of the receipt of the notice
referred to in clause (ii) hereof, and there must be a 181 consecutive day
period in any 360 consecutive day period during which no Payment Blockage Period
is in effect pursuant to this Section 13.3(b).

     (c) In the event that, notwithstanding the foregoing, the Trustee or the
Holder of any Security shall have received any payment or distribution
prohibited by the foregoing provisions of this Section 13.3, then and in such
event such payment or distribution shall be paid over and delivered forthwith to
the Senior Representatives or as a court of competent jurisdiction shall direct
for application to the payment of any due and unpaid Senior Indebtedness, to the
extent necessary to pay all such due and unpaid Senior Indebtedness in cash or
Cash Equivalents, after giving effect to any concurrent payment to or for the
holders of Senior Indebtedness.

SECTION 13.4  Trustee's Relation to Senior Indebtedness.

     With respect to the holders of Senior Indebtedness, notwithstanding any
other provisions of this Indenture, the Trustee undertakes to perform or to
observe only such of its covenants and obligations as are specifically set forth
in this Article XIII, and no implied covenants or obligations with respect to
the holders of Senior Indebtedness shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and the Trustee shall not be liable to any holder
of Senior Indebtedness if it shall mistakenly (but not as a result of willful
misconduct or gross negligence of the Trustee) pay over or deliver to Holders,
the Company or any other person moneys or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article XIII or otherwise.

SECTION 13.5  Subrogation to Rights of Holders of Senior Indebtedness.

     Upon the payment in full of cash or Cash Equivalents of all Senior
Indebtedness, the Holders of the Securities shall be subrogated (equally and
ratably with the holders of all indebtedness of the Company which by its express
terms is subordinated to Senior Indebtedness to substantially the same extent as
the Securities are so subordinated and which is entitled to like rights of
subrogation as a result of the payments made to the holders of Senior
Indebtedness) to the rights of the holders of such Senior Indebtedness to
receive payments and distributions of cash, property and securities applicable
to the Senior Indebtedness until the principal of (and premium, if any) and
interest on the Securities shall be paid in full in cash or Cash Equivalents.
For purposes of such subrogation, no payments or distributions to the holders of
Senior Indebtedness of any cash, property or securities to which the Holders of
the Securities or the Trustee would be entitled except for the provisions of
this Article XIII, and no payments over pursuant to the provisions of this
Article XIII to the holders of Senior Indebtedness by Holders of the Securities
or the Trustee shall, as among the Company, its creditors other than holders of
Senior Indebtedness, and the Holders of the Securities, be deemed to be payment
or distribution by the Company to or on account of the Senior Indebtedness.

     If any payment or distribution to which the Holders would otherwise have
been entitled but for the provisions of this Article XIII shall have been
applied, pursuant to the provisions of this Article XIII, to the payment of all
amounts payable under the Senior Indebtedness of the Company, and such payments
or distributions received by such holders of such Senior


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Indebtedness shall be in excess of the amount sufficient to pay all amounts
payable under or in respect of such Senior Indebtedness in full in cash or Cash
Equivalents, then and in such case the Holders shall be entitled to receive the
amount of such excess from the Company upon and to the extent of any return of
such excess by the holders of such Senior Indebtedness.

SECTION 13.6  Provisions Solely To Define Relative Rights.

     The provisions of this Article XIII are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article XIII or elsewhere in this Indenture or in the
Securities is intended to or shall (a) impair, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of (and premium, if any)
and interest on the Securities as and when the same shall become due and payable
in accordance with their terms; or (b) affect the relative rights against the
Company of the Holders of the Securities and creditors of the Company other than
the holders of the Senior Indebtedness; or (c) prevent the Trustee or the Holder
of any Security from exercising all remedies otherwise permitted by applicable
law upon a Default or an Event of Default under this Indenture, subject to the
rights, if any, under this Article XIII of the holders of Senior Indebtedness.

     The failure to make a payment on account of any Security by reason of any
provision of this Article XIII shall not be construed as preventing the
occurrence of a Default or an Event of Default hereunder.

SECTION 13.7  Trustee To Effectuate Subordination.

     Each Holder of a Security by his acceptance thereof authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article XIII and appoints the
Trustee his attorney-in-fact for any and all such purposes, including, in the
event of any dissolution, winding-up, liquidation or reorganization of the
Company whether in bankruptcy, insolvency, receivership proceedings, or
otherwise, the timely filing of a claim for the unpaid balance of the
Indebtedness of the Company owing to such Holder in the form required in such
proceedings and the causing of such claim to be approved. If the Trustee does
not file such a claim prior to 30 days before the expiration of the time to file
such a claim, the holders of Senior Indebtedness, or any Senior Representative,
may file such a claim on behalf of Holders of the Securities.

SECTION 13.8  No Waiver of Subordination Provisions.

     (a) No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
non-compliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.


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     (b) Without limiting the generality of subsection (a) of this Section 13.8,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
XIII or the obligations hereunder of the Holders of the Securities to the
holders of Senior Indebtedness, do any one or more of the following: (1) change
the manner, place or terms of payment or extend the time of payment of, or renew
or alter, Senior Indebtedness or any instrument evidencing the same or any
agreement under which Senior Indebtedness is outstanding or any liability of any
obligor thereon; (2) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness; (3) settle or
compromise any Senior Indebtedness or any liability of any obligor thereon or
release any person liable in any manner for the collection or payment of Senior
Indebtedness; and (4) exercise or refrain from exercising any rights against the
Company and any other person; provided, however, that in no event shall any such
actions limit the right of the Holders of the Securities to take any action to
accelerate the maturity of the Securities pursuant to Article IV or to pursue
any rights or remedies hereunder or under applicable laws if the taking of such
action does not otherwise violate the terms of this Indenture.

SECTION 13.9  Notice to Trustee.

     (a) The Company shall give prompt written notice to the Trustee of any fact
(other than the existence of a Payment Default or a Payment Blockage Period)
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this
Article XIII or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts (other than the existence
of a Payment Default or a Payment Blockage Period) which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until a Responsible Officer of the Trustee, on behalf of the Trustee, shall
have received written notice thereof from the Company or a holder of Senior
Indebtedness or from any trustee, fiduciary or agent therefor; and, prior to the
receipt of any such written notice, the Trustee, subject to the provisions of
this Section 13.9, shall be entitled in all respects to assume that no such
facts exist; provided, however, that if a Payment Default does not exist, a
Payment Blockage Period is not in effect and the Trustee shall not have received
the notice provided for in this Section 13.9 at least one Business Day prior to
the date upon which by the terms hereof any money may become payable for any
purpose under this Indenture (including, without limitation, the payment of the
principal of (and premium, if any) or interest on any Security), then, anything
herein contained to the contrary notwithstanding but without limiting the rights
and remedies of the holders of Senior Indebtedness or any trustee, fiduciary or
agent thereof, the Trustee shall have full power and authority to receive such
money and to apply the same to the purpose for which such money was received and
shall not be affected by any notice to the contrary which may be received by it
within one Business Day prior to such date; nor shall the Trustee be charged
with knowledge of the curing of any such default or the elimination of the act
or condition preventing any such payment unless and until the Trustee shall have
received an Officers' Certificate to such effect.


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     (b) Subject to TIA Sections 315(a) through 315(d), the Trustee shall be
entitled to rely on the delivery to it of a written notice to a Responsible
Officer of the Trustee, on behalf of the Trustee, by a person representing
himself to be a holder of Senior Indebtedness (or a trustee, fiduciary or agent
therefor) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee, fiduciary or agent therefor). In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any person as a holder of Senior Indebtedness to participate in
any payment or distribution pursuant to this Article XIII, the Trustee may
request such person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Indebtedness held by such person, the extent
to which such person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such person under this Article
XIII, and if such evidence is not furnished, the Trustee may defer any payment
to such person pending judicial determination as to the right of such person to
receive such payment.

SECTION 13.10  Reliance on Judicial Order or Certificate of Liquidating Agent.

     Upon any payment or distribution of assets of the Company referred to in
this Article XIII, the Trustee, subject to TIA Sections 315(a) through 315(d),
and the Holders, shall be entitled to rely upon any order or decree entered by
any court of competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding-up or similar
case or proceeding is pending, or a certificate of the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee for the benefit of creditors,
agent or other person making such payment or distribution, delivered to the
Trustee or to the Holders, for the purpose of ascertaining the persons entitled
to participate in such payment or distribution, the holders of Senior
Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereof, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article XIII.

SECTION 13.11  Rights of Trustee as Holder of Senior Indebtedness; Preservation
               of Trustee's Rights.

     The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article XIII with respect to any Senior Indebtedness which may
at any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder. Nothing in this Article XIII shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 5.6.

SECTION 13.12  Article Applicable to Paying Agents.

     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 XIII shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article XIII in addition to or in place of the Trustee; provided,
however, that Section 13.11 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.


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SECTION 13.13  No Suspension of Remedies.

     Nothing contained in this Article XIII shall limit the right of the Trustee
or the Holders of Securities to take any action to accelerate the maturity of
the Securities pursuant to Article IV or to pursue any rights or remedies
hereunder or under applicable law, subject to the rights, if any, under this
Article XIII of the holders, from time to time, of Senior Indebtedness.



                                   ARTICLE XIV

                                  MISCELLANEOUS

SECTION 14.1  Compliance Certificates and Opinions.

     Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee such certificates and opinions as may be required under the Trust
Indenture Act or this Indenture. Each such certificate and each such opinion
shall be in the form of an Officers' Certificate or an Opinion of Counsel, as
applicable, and shall comply with the requirements of this Indenture.

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

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

          (ii) 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;

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

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

     The certificates and opinions provided pursuant to this Section 14.1 and
the statements required by this Section 14.1 shall comply in all respects with
TIA Sections 314(c) and (e).

SECTION 14.2  Form of Documents Delivered to Trustee.

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only


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one document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several
documents.

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

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

SECTION 14.3  Acts of Holders.

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

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

     (c) The ownership, principal amount and serial numbers of Securities of any
series held by any Person, and the date of holding the same, shall be proved by
the Security Register.

     (d) If the Company shall solicit from Holders of Securities of any series
any request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its


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option, by or pursuant to a Board Resolution, fix in advance a record date for
the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. Notwithstanding TIA Section 316(c), such
record date shall be the record date specified in or pursuant to such Board
Resolution, which shall be a date not earlier than the date 30 days prior to the
first solicitation of Holders generally in connection therewith and not later
than the date such solicitation is completed. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or other
Act may be given before or after such record date, but only the Holders of
record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities of a series have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities of a series
shall be computed as of such record date; provided that no such authorization,
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than eleven months after the record date.

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

SECTION 14.4  Notices, etc. to Trustee and Company.

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

          (i) the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder if made, given, furnished or filed in writing
     and delivered in person or mailed by certified or registered mail (return
     receipt requested) to the Trustee at its Corporate Trust Office; or

          (ii) the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in writing and delivered in person or mailed by certified or registered
     mail (return receipt requested) to the Company addressed to it at the
     Company's principal office located at 810 Houston Street, Fort Worth, Texas
     76102, or at any other address otherwise furnished in writing to the
     Trustee by the Company.

SECTION 14.5  Notice to Holders; Waiver.

     Where this Indenture provides for notice of any event to Holders by the
Company or the Trustee, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event, at his


                                       84

<PAGE>

address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Any notice mailed to a Holder in the manner herein prescribed
shall be conclusively deemed to have been received by such Holder, whether or
not such Holder actually receives such notice. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

     In case by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause, it shall be impracticable to mail
notice of any event to Holders when such notice is required to be given pursuant
to any provision of this Indenture, then any manner of giving such notice as
shall be satisfactory to the Trustee shall be deemed to be a sufficient giving
of such notice for every purpose hereunder.

SECTION 14.6  Effect of Headings and Table of Contents.

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

SECTION 14.7  Successors and Assigns.

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

SECTION 14.8  Separability Clause.

     In case any provision in this Indenture or in the Securities of any series
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, and a Holder shall have no claim therefore against any party
hereto.

SECTION 14.9  Benefits of Indenture.

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


                                       85


<PAGE>

SECTION 14.10  Governing Law; Trust Indenture Act Controls.

     (a) THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS. THE COMPANY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE
BOROUGH OF MANHATTAN, THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES, AND THE COMPANY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED BY ANY SUCH COURT.

     (b) This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, that are required to be part of this Indenture and shall,
to the extent applicable, be governed by such provisions. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by Sections 310 and 318, inclusive, of the Trust Indenture Act,
or conflicts with any provision (an "incorporated provision") required by or
deemed to be included in this Indenture by operation of such Trust Indenture Act
sections, such imposed duties or incorporated provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or excluded, as the case may
be.

SECTION 14.11  Legal Holidays.

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

SECTION 14.12  No Recourse Against Others.

     A director, officer, employee or stockholder of the Company shall not have
any liability, by reason of his or its status as such director, officer,
employee or stockholder, for any obligations of the Company under the Securities
of any series or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Holder, by accepting any
Security, waives and releases all such liability to the extent permitted by
applicable law.


                                       86


<PAGE>

SECTION 14.13  Duplicate Originals.

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

SECTION 14.14  No Adverse Interpretation of Other Agreements.

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

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


                                         ISSUER:

                                         XTO ENERGY INC.
                                         a Delaware corporation

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



                                         TRUSTEE:

                                         ---------------------------------------
                                         as Trustee

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


                                       87


<PAGE>

                                                                       EXHIBIT A


                                FORM OF SECURITY

                                 XTO ENERGY INC.

                                 [Form of Face]

No. _____                                                           $___________

                                                      CUSIP No. ________________


     XTO Energy Inc., a Delaware corporation (herein called the "Company," which
term includes any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to ________________________ or
registered assigns the principal sum of _______________ Dollars on
_______________, at the office or agency of the Company referred to below, and
to pay interest thereon, commencing on _______________ and continuing
semiannually thereafter, on __________ and __________ of each year, from
__________, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, at the rate of _____% per annum, until the
principal hereof is paid or duly provided for [if applicable, insert: , and (to
the extent lawful) to pay on demand, interest on any overdue interest at
[_____%] or [the rate borne by the Securities] from the date on which such
overdue interest becomes payable to the date payment of such interest has been
made or duly provided for]. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the __________ or __________ (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date and may be paid to
the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture. Interest on the
Securities of this series shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.

     Payment of the principal of, premium, if any, and interest on this Security
will be made at the office or agency of the Company maintained for that purpose
in _________________, or at such other office or agency of the Company as may be
maintained for such purpose, 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; provided however, that payment of interest may be made at the
option of the Company (i) by check mailed to Holders at their respective
addresses as shown in


                                      A-1

<PAGE>

the Security Register or (ii) with respect to any Holder owning Securities in
the principal amount of $500,000 or more, by wire transfer to an account
maintained by the Holder located in the United States, as specified in a written
notice to the Trustee (received prior to the relevant record date) by any such
Holder requesting payment by wire transfer and specifying the account to which
transfer is requested.

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

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

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

[SEAL]
                                         XTO ENERGY INC.

     By ______________________
        Name:
                                           Title:

Attest:


----------------------
Secretary


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

___________________, as Trustee, certifies that this is one of the Securities of
the series designated herein and referred to in the within-mentioned Indenture.

Dated: _____________                         [Trustee]


                                             By  _______________________________
                                                   Authorized Signatory



                                      A-2


<PAGE>

                                [Form of Reverse]

     This Security is one of a duly authorized issue of the series of securities
of the Company designated as its [name of designated series] (herein called the
"Securities"), which is issued under, with securities of one or more additional
series that may be issued under, an indenture (herein called the "Indenture")
dated as of ____________, between the Company and ____________, as trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), to which Indenture and all applicable indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties, obligations and immunities thereunder of the
Company, the Trustee and the Holders of the Securities, and of the terms upon
which the Securities are, and are to be, authenticated and delivered.

     The Indebtedness evidenced by this Security and the other Securities of
this series is, to the extent and in the manner provided in the Indenture,
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness (as defined in the Indenture), and this Security is issued
subject to such provisions. Each Holder of this Security, by accepting the same,
(i) agrees to and shall be bound by such provisions, (ii) authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the subordination as provided in the Indenture and (iii) appoints
the Trustee as his attorney-in-fact for such purposes. Each Holder of this
Security, by accepting the same, waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of
Senior Indebtedness, whether now outstanding or hereafter incurred, and waives
reliance by each holder of Senior Indebtedness upon said provisions.

     [If applicable, insert as applicable: The Securities are subject to
redemption (1) on __________ of each year commencing with the year ____ and
ending with year ____ through operation of a sinking fund at the Redemption
Prices for redemption through the operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below and (2) at the
option of the Company, in whole or in part, at any time on or after
____________, upon not less than 30 or more than 60 days notice at the following
Redemption Prices for redemption otherwise than through operation of the sinking
fund (expressed as percentages of principal amount) set forth in the table
below, if redeemed during the 12-month period beginning on _____________ of the
years indicated below:

                          Redemption Price             Redemption Price
    Year                    Sinking Fund               Non Sinking Fund
    ----                  ----------------             ----------------





together in the case of any such redemption with accrued and unpaid interest to
the Redemption Date (subject to the right of Holders of record on the relevant
Regular Record Date to receive interest due on an Interest Payment Date that is
on or prior to the Redemption Date), all as provided in the Indenture.]


                                      A-3


<PAGE>

     [If applicable, insert: Securities acquired or redeemed by the Company
otherwise than through sinking fund payments may be credited against subsequent
sinking fund payments otherwise required to be made, in the inverse order in
which they become due.]

     [In the case of any redemption of Securities, interest installments whose
Stated Maturity is on or prior to the Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Record Date referred to on the face
hereof. Securities (or portions thereof) for whose redemption and payment
provision is made in accordance with the Indenture shall cease to bear interest
from and after the Redemption Date. In the event of redemption or purchase of
this Security in part only, a new Security or Securities for the unredeemed or
unpurchased portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.]

     [If applicable insert: The Securities do not have the benefit of any
sinking fund obligations.]

     As set forth in the Indenture, an Event of Default is generally (a) failure
to pay principal upon maturity, redemption or otherwise; (b) default for 30 days
in payment of interest on any of the Securities; (c) default in the performance
of agreements relating to mergers, consolidations and sales of all or
substantially all assets; (d) failure for 30 days after notice to comply with
any other covenants in the Indenture or the Securities; (e) certain payment
defaults under, the acceleration prior to the maturity of, and the exercise of
certain enforcement rights with respect to, certain Indebtedness of the Company
or any Restricted Subsidiary in an aggregate principal amount in excess of
$10,000,000; (f) certain events giving rise to ERISA liability; (g) certain
final judgments against any Restricted Subsidiary in an aggregate amount of
$10,000,000 or more which remain unsatisfied and either become subject to
commencement or enforcement proceedings or remain unstayed for a period of 60
days; and (h) certain events of bankruptcy, insolvency or reorganization of the
Company or any Restricted Subsidiary. [If applicable, insert additional events
of default.] If any Event of Default occurs and is continuing, the Trustee or
the holders of at least 25% in aggregate principal amount of the Outstanding
Securities may declare the principal amount of all the Securities to be due and
payable immediately, except that (i) in the case of an Event of Default arising
from certain events of bankruptcy, insolvency or reorganization of the Company
or any Restricted Subsidiary, the principal amount of the Securities will become
due and payable immediately without further action or notice, and (ii) in the
case of an Event of Default which relates to certain payment defaults,
acceleration or the exercise of certain enforcement rights with respect to
certain Indebtedness, any acceleration of the Securities will be automatically
rescinded if any such Indebtedness is repaid or if the default relating to such
Indebtedness is cured or waived and if the holders thereof have accelerated such
Indebtedness then such holders have rescinded their declaration of acceleration
or if in certain circumstances the proceedings or enforcement action with
respect to the Indebtedness that is the subject of such Event of Default is
terminated or rescinded. No Holder may pursue any remedy under the Indenture
unless the Trustee shall have failed to act after notice of an Event of Default
and written request by Holders of at least 25% in principal amount of the
Outstanding Securities, and the offer to the Trustee of indemnity reasonably
satisfactory to it; however, such provision does not affect the right to sue for
enforcement of any overdue payment on a Security by the


                                      A-4

<PAGE>

Holder thereof. Subject to certain limitations, Holders of a majority in
principal amount of the Outstanding Securities may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders notice of
any continuing default (except default in payment of principal, premium or
interest) if it determines in good faith that withholding the notice is in the
interest of the Holders. The Company is required to file quarterly reports with
the Trustee as to the absence or existence of defaults.

     [If applicable insert: The Indenture contains provisions for defeasance at
any time of (i) the entire indebtedness of the Company on this Security and (ii)
certain restrictive covenants and the related Defaults and Events of Default,
upon compliance by the Company with certain conditions set forth therein, which
provisions apply to this Security.]

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities at the time
Outstanding, on behalf of the Holders of all the Securities, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by or on behalf of the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made upon
this Security. Without the consent of any Holder, the Company and the Trustee
may amend or supplement the Indenture or the Securities to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Securities in addition to
or in place of Definitive Securities and to make certain other specified changes
and other changes that do not adversely affect the rights of any Holder.

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

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registerable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company maintained for such purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

     The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Securities
are exchangeable for a like aggregate principal amount


                                      A-5

<PAGE>

of Securities of a different authorized denomination, as requested by the Holder
surrendering the same.

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

     A director, officer, employee or stockholder of the Company shall not have
any personal liability under this Security or the Indenture by reason of his or
its status as such director, officer, employee or stockholder. Each Holder, by
accepting this Security, waives and releases all such liability. Such waiver and
release are part of the consideration for the issuance of this Security.

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

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture. The Company will furnish to
any Holder upon written request and without charge a copy of the Indenture.
Requests may be made to the Company, 810 Houston Street, Fort Worth, Texas
76102.

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities as a convenience to the Holders thereof. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identifying information
printed hereon.

     This Security shall be governed by and construed in accordance with the
laws of the State of New York, without regard to conflicts of law principles.


                                      A-6


<PAGE>

                                 ASSIGNMENT FORM

(I) or (we) assign and transfer this Security to

________________________________________________________________________________
             (Insert assignee's social security or tax I.D. number)

________________________________________________________________________________

________________________________________________________________________________

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

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

Dated: ___________________           Signature:
                                               ---------------------------------
                                                (Sign  exactly  as name  appears
                                                  on the face of this Security)

                                     Name:
                                          --------------------------------------
                                     Address:
                                             -----------------------------------

                                     Phone No.:
                                               ---------------------------------


Signature Guarantee

By: _______________________________
Signature guarantor must be an eligible
guarantor institution - a bank or trust
company or broker or dealer which is a
member of a registered exchange or the
NASD.


                                       A-7


<PAGE>

                            FORM OF CONVERSION NOTICE

To: XTO Energy Inc.

     The undersigned owner of this Security hereby irrevocably exercises the
option to convert this Security, or portion hereof (which is $1,000 or an
integral multiple thereof) below designated, into shares of [insert class of
security] of XTO Energy Inc. in accordance with the terms of the Indenture
referred to in this Security, and direct that the shares issuable and
deliverable upon the conversion, together with any check in payment for any
fractional share and any Securities representing unconverted principal amount
thereof, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If shares are to be issued in the name
of a person other than the undersigned, the undersigned will pay all transfer
taxes payable with respect thereto. Any amount required to be paid by the
undersigned on account of interest accompanies this Security.

     Principal amount to be converted (in integral multiples of $1,000 or, if
all, write "ALL"):

          $________________


Dated: _____________                Signature:
                                              ----------------------------------
                                               (Sign exactly as name appears on
                                                  the face of this Security)

                                    Name:
                                         _______________________________________
                                    Address:
                                            ____________________________________

                                    Phone No.:
                                              __________________________________

Fill in name, address and social security or tax identification number if
registration of the securities received upon conversion is otherwise than in the
name of the registered holder of this Security or to a different address:

Name: ___________________________________

Address: ______________________________________

         ______________________________________

Social Security No. _______________________________



Signature Guarantee (if securities received upon conversion
are to be registered other than to the registered holder of
this Security):

By:___________________________________

Signature guarantor must be an eligible
guarantor institution - a bank or trust
company or broker or dealer which is a
member of a registered exchange or the
NASD.

                                       A-8