MESA OPERATING CO., AS ISSUER MESA INC., AS GUARANTOR and BANKERS TRUST COMPANY, Trustee

1
EXHIBIT 4.1

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MESA OPERATING CO.,
AS ISSUER

MESA INC.,
AS GUARANTOR

and

BANKERS TRUST COMPANY,
Trustee

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SENIOR INDENTURE

Dated as of _____ __, ____

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Unsecured Senior Debentures, Notes and Other
Evidences of Indebtedness

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CROSS-REFERENCE TABLE

TIA Section Indenture Section

310(a)(1).................................................. 7.10
(a)(2).................................................. 7.10
(a)(3).................................................. N.A.
(a)(4).................................................. N.A.
(a)(5).................................................. 7.10
(b)..................................................... 7.8; 7.10; 11.2
(c)..................................................... N.A.
311(a)..................................................... 7.11
(b)..................................................... 7.11
(c)..................................................... N.A.
312(a)..................................................... 2.5
(b)..................................................... 11.3
(c)..................................................... 11.3
313(a)..................................................... 7.6
(b)(1).................................................. N.A.
(b)(2).................................................. 7.6
(c)..................................................... 11.2
(d)..................................................... 7.6
314(a)..................................................... 4.2; 4.5; 11.2
(b)..................................................... N.A.
(c)(1).................................................. 11.4
(c)(2).................................................. 11.4
(c)(3).................................................. N.A
(d)..................................................... N.A.
(e)..................................................... 12.5
(f)..................................................... N.A.
315(a)..................................................... 7.1(2)
(b)..................................................... 7.5; 11.2
(c)..................................................... 7.1(1)
(d)..................................................... 7.1(3)
(e)..................................................... 6.11
316(a)(last sentence)...................................... 2.9
(a)(1)(A)............................................... 6.5
(a)(1)(B)............................................... 6.4
(a)(2).................................................. N.A.
(b)..................................................... 6.7
(c)..................................................... 11.12
317(a)(1).................................................. 6.8
(a)(2).................................................. 6.9
(b)..................................................... 2.4
318(a)..................................................... 11.1

N.A. means Not Applicable.

TABLE OF CONTENTS

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ARTICLE 1 - DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1. Definitions.......................................................................... 1
SECTION 1.2. Other Definitions.................................................................... 5
SECTION 1.3. Incorporation by Reference of Trust Indenture Act.................................... 5
SECTION 1.4. Rules of Construction................................................................ 5

ARTICLE 2 - THE SECURITIES

SECTION 2.1. Form and Dating...................................................................... 6
SECTION 2.2. Execution and Authentication......................................................... 8
SECTION 2.3. Registrar and Paying Agent........................................................... 9
SECTION 2.4. Paying Agent to Hold Money in Trust.................................................. 9
SECTION 2.5. Securityholder Lists................................................................. 9
SECTION 2.6. Transfer and Exchange................................................................ 10
SECTION 2.7. Replacement Securities............................................................... 10
SECTION 2.8. Outstanding Securities............................................................... 10
SECTION 2.9. Treasury Securities.................................................................. 10
SECTION 2.10. Temporary Securities; Global Securities.............................................. 11
SECTION 2.11. Cancellation......................................................................... 12
SECTION 2.12. Defaulted Interest................................................................... 12

ARTICLE 3 - REDEMPTION; SINKING FUND

SECTION 3.1. Notices to Trustee................................................................... 12
SECTION 3.2. Selection of Securities to be Redeemed............................................... 13
SECTION 3.3. Notice of Redemption................................................................. 13
SECTION 3.4. Effect of Notice of Redemption....................................................... 14
SECTION 3.5. Deposit of Redemption Price.......................................................... 14
SECTION 3.6. Securities Redeemed in Part.......................................................... 14
SECTION 3.7. Sinking Fund......................................................................... 14
SECTION 3.8. Terms of Securities to Govern........................................................ 15

ARTICLE 4 - COVENANTS

SECTION 4.1. Payment of Securities................................................................ 15
SECTION 4.2. SEC Reports.......................................................................... 15
SECTION 4.3. Certificate to Trustee............................................................... 15
SECTION 4.4. Maintenance of Office or Agency...................................................... 16
SECTION 4.5. Further Assurances................................................................... 16

ARTICLE 5 - SUCCESSORS

SECTION 5.1. When the Issuer May Merge, etc....................................................... 16

ARTICLE 6 - DEFAULTS AND REMEDIES

SECTION 6.1. Events of Default.................................................................... 16

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SECTION 6.2. Acceleration......................................................................... 18
SECTION 6.3. Other Remedies....................................................................... 18
SECTION 6.4. Waiver of Past Defaults.............................................................. 19
SECTION 6.5. Control by Majority.................................................................. 19
SECTION 6.6. Limitation on Suits.................................................................. 19
SECTION 6.7. Rights of Holders to Receive Payment................................................. 19
SECTION 6.8. Collection Suit by Trustee........................................................... 20
SECTION 6.9. Trustee May File Proofs of Claim..................................................... 20
SECTION 6.10. Priorities........................................................................... 20
SECTION 6.11. Undertaking for Costs................................................................ 21

ARTICLE 7 - TRUSTEE

SECTION 7.1. Duties of Trustee.................................................................... 21
SECTION 7.2. Rights of Trustee.................................................................... 22
SECTION 7.3. Individual Rights of Trustee......................................................... 22
SECTION 7.4. Trustee's Disclaimer................................................................. 22
SECTION 7.5. Notice of Defaults................................................................... 22
SECTION 7.6. Reports by Trustee to Holders........................................................ 22
SECTION 7.7. Compensation and Indemnity........................................................... 22
SECTION 7.8. Replacement of Trustee............................................................... 23
SECTION 7.9. Successor Trustee by Merger, etc..................................................... 24
SECTION 7.10. Eligibility, Disqualification........................................................ 24
SECTION 7.11. Preferential Collection of Claims Against the Issuer................................. 25

ARTICLE 8 - DISCHARGE OF INDENTURE AND SECURITIES

SECTION 8.1. Satisfaction and Discharge of Indenture.............................................. 25
SECTION 8.2. Defeasance........................................................................... 25
SECTION 8.3. Satisfaction and Discharge of Securities............................................. 26
SECTION 8.4. Application by Trustee of Money or U.S. Government Obligations....................... 26
SECTION 8.5. Repayment of Money or U.S. Government Obligations by Paying Agent.................... 26
SECTION 8.6. Return of Money, Securities or U.S. Government Obligations........................... 26

ARTICLE 9 - AMENDMENTS

SECTION 9.1. Without Consent of Holders........................................................... 26
SECTION 9.2. With Consent of Holders.............................................................. 27
SECTION 9.3. Compliance with Trust Indenture Act.................................................. 27
SECTION 9.4. Effect of Consents................................................................... 27
SECTION 9.5. Notation on or Exchange of Securities................................................ 27
SECTION 9.6. Trustee Protected.................................................................... 27

ARTICLE 10 - THE GUARANTEES

SECTION 10.1. The Guarantees....................................................................... 28
SECTION 10.2. Execution and Delivery of Guarantees................................................. 28
SECTION 10.3. When the Issuer May Merge, etc....................................................... 29

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SECTION 10.4. "Trustee" to Include Paying Agent.................................................... 29

ARTICLE 11 - MISCELLANEOUS

SECTION 11.1. Trust Indenture Act Controls......................................................... 30
SECTION 11.2. Notices.............................................................................. 30
SECTION 11.3. Communications by Holders with Other Holders......................................... 30
SECTION 11.4. Certificate and Opinion as to Conditions Precedent................................... 30
SECTION 11.5. Statements Required in Certificate or Opinion........................................ 30
SECTION 11.6. Rules by Trustee and Agents.......................................................... 31
SECTION 11.7. Legal Holidays....................................................................... 31
SECTION 11.8. No Recourse Against Others........................................................... 31
SECTION 11.9. Interest Limitation.................................................................. 31
SECTION 11.10. Duplicate Originals.................................................................. 32
SECTION 11.11. Addresses............................................................................ 32
SECTION 11.12. Record Date for Action by Securityholders............................................ 32
SECTION 11.13. Governing Law........................................................................ 32
SECTION 11.14. Payments for Consent................................................................. 32
SECTION 11.15. Effect of Headings and Table of Contents............................................. 33
SECTION 11.16. No Adverse Interpretation of Other Agreements........................................ 33
SECTION 11.17. Severability......................................................................... 33
SECTION 11.18. Successors........................................................................... 33
SECTION 11.19. Qualification of Indenture........................................................... 33
SECTION 11.20. Counterpart Originals................................................................ 33

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SENIOR INDENTURE, dated as of _________ ___, _____, among MESA
OPERATING CO., a corporation incorporated and existing under the laws of the
State of Delaware ("Operating"), as issuer, MESA INC., a corporation
incorporated and existing under the laws of the State of Texas (the "Company"),
as guarantor and BANKERS TRUST COMPANY, a New York banking corporation, as
trustee and not in its individual capacity (the "Trustee").

Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the holders of Operating's unsecured
senior debentures, notes and other evidences of indebtedness from time to time
authenticated and delivered pursuant to this Indenture, which may be issued in
one or more series, each such series ranking pari passu with each other series:

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1. Definitions.

"Acquired Debt" means, with respect to any specified person
or any Subsidiary of such person (i) Indebtedness of any other person existing
at the time such other person is merged with or into or became a Subsidiary of
such specified person, including, without limitation, Indebtedness incurred in
connection with, or in contemplation of, such other person merging with or into
or becoming a Subsidiary of such specified person, and (ii) Indebtedness
secured by a Lien encumbering any asset acquired by such specified person.

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

"Agent" means any Registrar or Paying Agent.

"Attributable Debt" in respect of a sale and leaseback
transaction means, at the time of determination, the present value (discounted
at the rate of interest implicit in such transaction, determined in accordance
with GAAP) of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale and leaseback transaction
(including any period for which such lease has been extended to the extent the
lease payments during such extension period are required to be capitalized on a
balance sheet in accordance with GAAP).

"Board Resolution" means a copy of a resolution delivered to
the Trustee and certified (i) by the Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Company Board and to be in full force
and effect on the date of such certification and (ii) by the Secretary or
Assistant Secretary of Operating to have been duly adopted by the Operating
Board and to be in full force and effect on the date of such certification.

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

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

"Capital Stock" means (i) in the case of a corporation,
corporate stock, (ii) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership, partnership
interests (whether general or limited) and

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(iv) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of,
the issuing Person.

"Company" means MESA Inc., a Texas corporation, until a
successor replaces it and thereafter such successor.

"Company Board" means the board of directors of the Company
or any authorized committee of such board of directors.

"Debt", with respect to any person, means the following,
whether outstanding on the date hereof or thereafter created or incurred: (1)
any liability of such person (a) for borrowed money, (b) evidenced by a note,
bond, debenture or similar instrument (including a purchase money obligation)
given in connection with the acquisition of or exchange for any property or
assets (other than inventory or similar property acquired in the ordinary
course of business), including securities and other Debt or (c) in respect of
letters of credit issued for its account; (2) any liability of others described
in the preceding clause (1) which the person has guaranteed or which is
otherwise its legal liability or which is secured by assets of such person; and
(3) any amendment, renewal, extension or refunding of any such liability
described in the preceding clauses (1) and (2); provided, however, that "Debt"
of a person shall not include any liability of such person for compensation to
employees or for inventory or similar property acquired in the ordinary course
of business or for services.

"Default" means any event which is, or after notice or the
passage of time, or both, would be, an Event of Default.

"Depositary" means a clearing agency registered under the
Securities Exchange Act of 1934, as amended, or any successor thereto, which
shall be designated by the Issuer pursuant to Section 2.1 until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Depositary" shall mean or include each person who is
then a Depositary hereunder, and if at any time there is more than one such
person, shall mean or include all such persons. "Depositary" as used with
respect to the Securities of any series shall mean the Depositary with respect
to the Securities of that series.

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

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

"GAAP" means generally accepted accounting principles as in
effect in the United States of America as of any date of determination.

"Global Security" means a Security registered in the name of
the Depositary or its nominee evidencing all or part of a series of Securities,
which is executed by the Issuer and authenticated and delivered to the
Depositary or pursuant to the Depositary's instructions, all in accordance with
this Indenture and pursuant to a written order of the Issuer signed by two
Officers of the Issuer.

"Guarantee" means each of the Guarantees of the Securities by
the Company hereunder.

"Guarantor" means the Company and its respective successors
and assigns.

"Holder" or "Securityholder" means a person in whose name a
Security is registered in the Security Register.

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"Indebtedness" means, with respect to any person, without
duplication, (a) any indebtedness of such person, whether or not contingent,
(i) in respect of borrowed money, (ii) evidenced by bonds, notes, debentures or
similar instruments, (iii) evidenced by letters of credit (or reimbursement
agreements in respect thereof) or banker's acceptances, (iv) representing
Capital Lease Obligations, (v) representing the balance deferred and unpaid of
the purchase price of any property, except any such balance that constitutes an
accrued expense or trade payable, (vi) representing any obligations in respect
of Interest Rate Hedging Agreements or Oil and Gas Hedging Contracts, and (vii)
in respect of any Production Payment, (b) all indebtedness of others of the
type referred to in clauses (a), (c), (d) or (e) secured by a Lien on any asset
of such person (whether or not such indebtedness is assumed by such person,
except that the amount of such indebtedness not assumed shall be deemed to be
the lesser of the value of such asset and the amount of such indebtedness so
secured), (c) obligations of such person in respect of production imbalances
and (d) Attributable Debt of such person, (e) Acquired Debt of such person and
(f) to the extent not otherwise included in the foregoing, the guarantee by
such person of any indebtedness of any other person, of the type referred to in
the preceding clauses (a), (c), (d) or (e).

"Indenture" means this Senior Indenture as amended or
supplemented from time to time pursuant to the applicable provisions of this
Indenture, and shall include the form and terms of each particular series of
Securities established pursuant to Section 2.1 hereof.

"Issuer" means Operating, until a successor replaces
Operating pursuant to the applicable provisions of this Indenture, and
thereafter such successor, as set forth in the form and terms of each
particular series of Securities established pursuant to Section 2.1 hereof.

"Interest Payment Date" means the date on which payment of an
installment of interest on the Securities of any series is due.

"Interest Rate Hedging Agreements" means, with respect to any
person, the obligations of such person under (i) interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements designed to protect such person against fluctuations
in interest rates.

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

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

"Officer" means, with respect to the Issuer or the Guarantor,
the Chairman of the Board, Vice Chairman of the Board, President, any Vice
President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Issuer or the Guarantor, as the case may be, and who
is identified on the list of officers delivered by the Issuer or the Guarantor,
as the case may be, to the Trustee on the date hereof (as such list may be
modified or supplemented by the Issuer or the Guarantor from time to time
thereafter).

"Officers' Certificate" means a certificate signed by two
Officers of the Issuer and two Officers of the Guarantor.

"Oil and Gas Hedging Contracts" means any oil and gas
purchase or hedging agreement, and other agreement or arrangement, in each
case, that is designed to provide protection against oil and gas price
fluctuations.

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"Operating" means Mesa Operating Co., a Delaware corporation,
until a successor replaces it and thereafter such successor.

"Operating Board" means the board of directors of Operating
or any authorized committee of such board of directors.

"Opinion of Counsel" means a written opinion in form and
substance reasonably acceptable to the Trustee from legal counsel who is
reasonably acceptable to the Trustee. Such counsel may be an employee of or
counsel to the Trustee, the Issuer or Guarantor.

"Original Issue Discount Security" means any Security which
provides for an amount less than the stated principal amount thereof to be due
and payable upon declaration of acceleration of the Stated Maturity thereof
pursuant to Section 6.2.

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

"Principal" of a Security means the principal of the
Security, plus the premium, if any, on the Security. In determining whether the
Holders of the requisite Principal amount of any series of Original Issue
Discount Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the Principal amount of any Original Issue
Discount Security 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 Stated Maturity thereof pursuant to
Section 6.2.

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

"Regular Record Date" for the interest payable on any
Interest Payment Date on the Securities of any series means the date specified
for that purpose as contemplated by Section 2.1.

"Responsible Officer" means any officer within the Corporate
Trust and Agency Group, including, without limitations, any vice president,
assistant vice president, treasurer, assistant treasurer, assistant secretary,
special secretary, or any other responsible officer of the Trustee customarily
performing functions similar to those performed by any of the above-designated
officers, and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his or her
knowledge or familiarity with the particular fact.

"SEC" means the Securities and Exchange Commission.

"Securities" means the unsecured senior debentures, notes and
other evidences of indebtedness (including any Global Securities) authenticated
and delivered under this Indenture.

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

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

"Subsidiary" means, with respect to any person, (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or indirectly,
by such Person or one or more of the other Subsidiaries of that person (or a

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combination thereof) and (ii) any partnership (a) the sole general partner or
the managing general partner of which is such person or a Subsidiary of such
person or (b) the only general partners of which are such person or of one or
more Subsidiaries of such person (or any combination thereof).

"TIA" means the Trust Indenture Act of 1939, as amended (15
U.S. Code ▇▇.▇▇. 77aaa-77bbbb) (together with any rules or regulations
promulgated thereunder) as in effect on the date first above written, except to
the extent that any subsequent amendment thereto shall retroactively apply to
this Indenture.

"Trustee" means the party named as such above, not in its
individual capacity but solely as Trustee under this Indenture, or any other
trustee appointed with respect to the Securities of any series as contemplated
by Section 2.1, in each case until a successor replaces it with respect to the
Securities of one or more series pursuant to the applicable provisions of this
Indenture, and thereafter with respect to the Securities of such one or more
series shall mean the successor.

"U.S. Government Obligations" means direct obligations of the
United States of America for the payment of which the full faith and credit of
the United States of America is pledged and which are not callable at the
issuer's option.

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

SECTION 1.2. Other Definitions.

DEFINED IN
TERM SECTION
---- ----------

"Bankruptcy Law" ................................... 6.1
"Custodian" ........................................ 6.1
"Event of Default" ................................. 6.1
"Legal Holiday" .................................... 11.7
"Paying Agent" ..................................... 2.3
"Payment Default"................................... 6.1
"Registrar" ........................................ 2.3
"Security Register" ................................ 2.3

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 Securityholder.
"indenture to be qualified" means this Indenture.
"indenture trustee" or "institutional trustee" means the Trustee.
"obligor" on the indenture securities means the Issuer and the
Guarantor.

All other terms used in this Indenture that are defined by the TIA, defined by
TIA reference to another statute or defined by SEC rule under the TIA have the
meanings assigned to them by such statute or rule, except as provided in
Section 7.10.

SECTION 1.4. Rules of Construction. Unless the context otherwise
requires:

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

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

(3) "or" is not exclusive;

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

(5) provisions apply to successive events and transactions.

(6) "herein", "hereof" and other words of similar import
refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision, and the terms "Article," "Section,"
"Exhibit" and "Schedule," unless otherwise specified or indicated by
the context in which used, mean the corresponding Article or Section
of, or the corresponding Exhibit or Schedule to, this Indenture; and

(7) references to agreements and other instruments include
subsequent amendments, supplements and waivers to such agreements or
instruments but only to the extent not prohibited by this Indenture.

ARTICLE 2

THE SECURITIES

SECTION 2.1. Form and Dating. The Securities of each series shall be
in such form as shall be established by or pursuant to a Board Resolution or in
one or more indentures supplemental hereto, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and in case such form is not established by supplemental
indenture, such form shall be approved by the Trustee if the Trustee's rights
or obligations are affected thereby, and such form may further have such
legends, notations or endorsements as may be required by law, stock exchange
rules or usage.

Each Security shall be in fully-registered form and shall be dated the
date of its authentication.

The Securities may be issued in one or more series. There shall be
established by or pursuant to a Board Resolution, and set forth in an Officers'
Certificate delivered to the Trustee, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series, the
following terms with respect to such series, and thereafter such terms shall be
deemed to be a part of this Indenture (it being understood and agreed that, in
the case of any terms to be established by or pursuant to a Board Resolution
which, if established, would affect the rights, duties, obligations,
liabilities or immunities of the Trustee, such terms shall not be deemed to be
a part of the Indenture unless and until they shall have been approved by the
Trustee):

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

(2) any limit upon the aggregate Principal amount of the
Securities of such series which may be authenticated and delivered
under this Indenture (except for Securities of such series
authenticated and delivered upon transfer of, or in exchange for, or
in lieu of, other Securities of such series pursuant to Section 2.6,
2.7, 2.10, 3.6 or 9.5);

(3) the date or dates on which the Principal of the
Securities of such series is payable or the manner of determining such
date or dates;

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(4) the rate or rates at which the Securities of such series
shall bear interest, if any, or the method or methods of calculating
such rate or rates of interest and the date or dates from which such
interest shall accrue;

(5) the Interest Payment Dates on which such interest shall
be payable and the Regular Record Dates for the interest payable on
any Interest Payment Date;

(6) the place or places where the Principal of and interest
on the Securities of such series shall be payable or the method of
paying Principal of and interest on the Securities of such series;

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

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

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

(10) if Securities of such series constitute Original Issue
Discount Securities, the portion of the Principal amount of Securities
which shall be payable upon declaration of acceleration thereof
pursuant to Section 6.2;

(11) any covenants of the Issuer or the Guarantor, for the
benefit of the Holders of Securities of such series, in addition to
those set forth in Article 4 and Article 10, respectively;

(12) any Events of Default with respect to the Securities of
such series in addition to those set forth in Section 6.1;

(13) whether the Securities of such series shall be issued,
in whole or in part, in the form of one or more Global Securities and,
in such case, the Depositary for such Global Security or Securities;

(14) the identity of any trustee, authenticating agent,
Paying Agent or Registrar with respect to the Securities of such
series, if other than the Trustee;

(15) the period or periods within which, the price or prices
at which, and the terms and conditions upon which Securities of such
series may be converted into other securities of an Issuer; and

(16) any other terms with respect to the Securities of such
series (which terms shall not be inconsistent with the provisions of
this Indenture).

All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided by or
pursuant to the Board Resolution and set forth in the Officers' Certificate
delivered to the Trustee or as provided pursuant to an indenture supplemental
hereto with respect to such series. All Securities of any one series need not
be issued at the same time, and unless otherwise provided, a series may be
reopened for issuance of additional Securities of such series.

-7-

SECTION 2.2. Execution and Authentication. An Officer the Issuer shall
sign the Securities of such series for the Issuer by manual or facsimile
signature and the seal of the Issuer shall be reproduced on the Securities and
attested by the manual or facsimile signature of an authorized Officer of the
Issuer.

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

A Security shall not be valid until authenticated by the Trustee by
manual signature. The Trustee's certificate of authentication of all Securities
shall be in substantially the following form:

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

Bankers Trust Company, as Trustee

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

The manual signature of the Trustee on a certificate of authentication
in the form hereinabove provided for shall be conclusive evidence that the
Security has been authenticated under this Indenture.

The Trustee shall at any time and from time to time authenticate
Securities for original issue, upon a written order of the Issuer signed by two
Officers of the Issuer.

In authenticating Securities of a particular series, and accepting the
additional responsibilities under this Indenture in relation to such series of
Securities, the Trustee shall be entitled to receive and (subject to Section
7.1) shall be fully protected in relying upon:

(1) certified copies of the charter and bylaws of the Issuer;

(2) each Board Resolution relating to the Securities of such
series, and if the form or forms of the Securities of such series and
the terms with respect thereto are established by a Board Resolution,
an Officers' Certificate (i) approving the form or forms of the
Securities of such series and the terms with respect thereto, to the
extent such terms have been established (and, if the Securities of
such series are Original Issue Discount Securities, setting forth such
facts as are necessary to compute amounts due upon acceleration, if
such facts are not specified in the form of Security) and (ii) stating
that all conditions precedent to the issuance and authentication of
the Securities of such series have been complied with;

(3) an executed supplemental indenture (if any) relating to
such Securities;

(4) an Opinion of Counsel, which shall state

(a) that the terms with respect to the Securities
of such series have been established by or pursuant to a
Board Resolution or by a supplemental indenture as permitted
by, and in conformity with, the provisions of this Indenture;

(b) that the Securities of such series, when
authenticated and delivered by the Trustee and issued by the
Issuer in the manner and subject to any further conditions
specified in such Opinion of Counsel that are reasonably
acceptable to the Trustee, will constitute a valid and
binding obligation of the Issuer, enforceable against the
Issuer in accordance with its terms, except insofar as (i)
such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally
and (ii) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject

-8-

to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought; and

(c) that all conditions precedent to the execution
and delivery by the Issuer of the Securities have been
complied with; and

If all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate or the
Opinion of Counsel otherwise required pursuant to Section 2.1 and this Section
2.2 at or prior to the time of authentication of each Security of such series
if such documents have been delivered at or prior to the authentication upon
original issuance of the first Security of such series.

The Trustee shall not be required to authenticate any Securities if
such action may not lawfully be taken or will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture in a manner which
is not reasonably acceptable to the Trustee.

The aggregate Principal amount of Securities of any series outstanding
at any time may not exceed any limit upon the maximum Principal amount for such
series set forth in or pursuant to the Board Resolution or supplemental
indenture relating to such series delivered pursuant to this Section 2.2,
except as authorized pursuant to Section 2.7.

The Trustee may appoint an authenticating agent acceptable to the
Issuer to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so, provided that only the Trustee may
authenticate Securities pursuant to Section 2.7. Each reference in this
Indenture to authentication by the Trustee includes authentication by an
authenticating agent. An authenticating agent has the same rights as an Agent
to deal with the Issuer or an Affiliate of the Issuer.

SECTION 2.3. Registrar and Paying Agent. The Issuer shall maintain an
office or agency where Securities may be presented to the registrar
("Registrar") for registration of transfer or for exchange and an office or
agency where Securities may be presented to the paying agent ("Paying Agent")
for payment; provided, however, that at the option of the Issuer payment of
interest may be made by check mailed on or before the due date to the address
of the person entitled thereto as such address shall appear in the register of
the Securities provided for in this Section. The Registrar shall keep a
register of the Securities (the "Security Register") and of their transfer and
exchange. The Issuer may appoint one or more co-registrars and one or more
additional paying agents with respect to any one or more series. The
"Registrar" includes any co-registrar and the term "Paying Agent" includes any
additional paying agent. The Issuer shall notify the Trustee of the name and
address of any Registrar or Paying Agent not a party to this Indenture. If the
Issuer fails to maintain a Registrar or Paying Agent for the Securities, the
Trustee shall act as such. The Issuer initially appoints the Trustee as Paying
Agent and Registrar.

SECTION 2.4. Paying Agent to Hold Money in Trust. The Issuer shall
require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will (i) hold in trust for the benefit of Securityholders of any
series or the Trustee all money held by the Paying Agent for the payment of
Principal of or interest on the Securities of such series, (ii) notify the
Trustee of any default by the Issuer in making any such payment and (iii) pay
to the Trustee all sums so held in trust by such Paying Agent, upon written
request of the Trustee at any time during the continuance of an Event of
Default. If the Issuer acts as Paying Agent, it shall segregate the money and
hold it as a separate trust fund. The Issuer at any time may require a Paying
Agent to pay all money held by it to the Trustee. Upon doing so, the Paying
Agent shall have no further liability for the money.

SECTION 2.5. Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to
it of the names and addresses of Holders of Securities of each series. If the
Trustee is not the Registrar with respect to Securities of any series, the
Issuer shall furnish to the Trustee on or before each Interest Payment Date for
such Securities (and on dates to be determined in the manner provided in
Section 2.1 for any series of Original Issue Discount Securities which by their
terms bear interest only after Maturity), but in no case less frequently than
semiannually, and at such other times as the Trustee may request in writing, a
list

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in such form and as of such date as the Trustee may reasonably require of the
names and addresses of Holders of the Securities of such series.

SECTION 2.6. Transfer and Exchange. Subject to the provisions of
Section 2.10, where Securities are presented to the Registrar with a request to
register transfer or to exchange them for an equal Principal amount of
Securities of the same series of other denominations, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met. The Registrar shall not be required to register the
transfer or exchange of (i) Securities of any series during a 15-day period
beginning at the opening of business 15 days before the day of mailing of a
redemption notice pursuant to Section 3.3 with respect to Securities of such
series or (ii) any Security selected for redemption in whole or in part, except
the unredeemed portion of a Security redeemed in part. Every Security presented
or surrendered for registration of transfer or exchange shall be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Registrar duly executed by the Holder or his attorney duly authorized in
writing, along with a certification of non-foreign status duly executed by the
transferee of such Security. Each Security surrendered for registration of
transfer and exchange shall be cancelled and subsequently disposed of by the
Trustee in accordance with its customary practice. To permit registration of
transfer and exchanges, the Trustee shall authenticate Securities at the
Registrar's request. No service charge shall be made to any Securityholder for
any transfer or exchange of Securities, except that the Issuer may require
payment of a sum sufficient to cover any tax or other governmental charge which
may be imposed in relation to any such transfer or exchange, other than
exchanges pursuant to Section 2.10, 3.6 or 9.5. Notwithstanding the foregoing,
Securities of a series may be exchanged only for Securities of the same series
having identical terms.

SECTION 2.7. Replacement Securities. If the Holder of a Security
claims that the Security has been lost, mutilated, destroyed or wrongfully
taken, the Issuer shall issue and the Trustee shall authenticate and deliver,
in exchange for or in lieu of any such lost, mutilated, destroyed or wrongfully
taken Security, a replacement Security of the same series having identical
terms if the Trustee's requirements are met. If required by the Trustee or the
Issuer, such Holder shall provide an indemnity bond sufficient in the judgment
of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent or
any authenticating agent from any loss which any of them may suffer if a
Security is replaced. In connection with the issuance of any replacement
Security under this Section, the Trustee or the Registrar may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith. Any replacement Security issued
pursuant to this Section shall constitute conclusive evidence of ownership of
such Security, as if originally issued, regardless of whether the lost,
mutilated, destroyed or wrongfully taken Security shall be found at any time.

SECTION 2.8. Outstanding Securities. The Securities
outstanding at any time are all the Securities authenticated by the Trustee,
except for those cancelled by it, those delivered to it for cancellation, and
those described in this Section as not outstanding.

If a Security is replaced pursuant to Section 2.7, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

If Securities are considered paid under Section 4.1, they cease to be
outstanding and interest on them ceases to accrue.

Subject to the provisions of Section 2.9, a Security does not cease to
be outstanding because the Issuer or an Affiliate of the Issuer holds the
Security.

SECTION 2.9. Treasury Securities. In determining whether the Holders
of the required Principal amount of Securities have concurred in any direction,
waiver or consent, Securities owned by the Issuer or an Affiliate of the Issuer
shall be disregarded and deemed not to be outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Securities which the Trustee knows are so owned shall be so disregarded.

-10-

SECTION 2.10. Temporary Securities; Global Securities.

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

(2) If the Issuer shall establish pursuant to Section 2.1
that the Securities of a series are to be issued in whole or in part
in the form of one or more Global Securities, then the Issuer shall
execute and the Trustee shall, in accordance with Section 2.1 and
pursuant to a written order of the Issuer signed by two Officers of
the Issuer, authenticate and deliver one or more Global Securities in
temporary or permanent form that (i) shall represent and shall be
denominated in an amount equal to the aggregate Principal amount of
the outstanding Securities of such series to be represented by one or
more Global Securities, (ii) shall be registered in the name of the
Depositary for such Global Security or Securities or the nominee of
such Depositary, (iii) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary's instruction and (iv) shall
bear any customary legend reasonably required by the Depositary and
shall further bear a legend substantially to the following effect:
"Unless and until it is exchanged in whole or in part for Securities
in definitive form, this Security may not be transferred except as a
whole 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."

Notwithstanding any other provision of this Section 2.10 or Section
2.6, unless and until it is exchanged in whole or in part for Securities in
definitive form, a Global Security representing all or a portion of the
Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series
or a nominee of such successor Depositary.

None of the Issuer, the Trustee, any Paying Agent or the Registrar has
any direct obligation or responsibility to participants of the Depositary or
beneficial owners of interests in Securities. Without limiting the generality
of the foregoing, none of the Issuer, the Trustee, any Paying Agent or the
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Global Security (including the maintenance, review and
supervision of any such records), for the delivery of any notice to any owner
of a beneficial interest, for the selection of the beneficial owners to receive
payment in the event of any partial redemption of Securities, or for any
consent given or other action taken by the Depositary as owner of the
Securities.

If at any time the Depositary for the Securities of a series notifies
the Issuer that it is unwilling or unable to continue as Depositary for the
Securities of such series or if at any time the Depositary for Securities of a
series shall no longer be registered or in good standing under the Exchange Act
or other applicable statute or regulation, the Issuer shall appoint a successor
Depositary with respect to the Securities of such series. If a successor
Depositary for the Securities of such series is not appointed by the Issuer
within 90 days after the Issuer receives such notice or becomes aware of such
condition, the Issuer will execute, and the Trustee, upon receipt of a written
order of the Issuer signed by two Officers of the Issuer instructing the
Trustee to authenticate and deliver definitive Securities of such series, will
authenticate and deliver Securities of such series in definitive form in an
aggregate Principal amount equal to the Principal amount of the Global Security
or Securities representing such series in exchange for such Global Security or
Securities.

-11-

The Issuer may at any time and in its sole discretion determine that
the Securities of any series issued in the form of one or more Global
Securities shall no longer be represented by such Global Security or
Securities. Furthermore, if there shall have occurred and be continuing an
Event of Default or a Default with respect to any series of Securities, the
Trustee may determine that the Securities of such series shall no longer be
represented by a Global Security or Securities. In any such event, the Issuer
will execute, and the Trustee, upon receipt of a written order of the Issuer
signed by two Officers of the Issuer instructing the Trustee to authenticate
and deliver definitive Securities of such series, will authenticate and deliver
Securities of such series in definitive form in an aggregate Principal amount
equal to the Principal amount of the Global Security or Securities representing
such series in exchange for such Global Security or Securities.

If specified by the Issuer pursuant to Section 2.1 with respect to
Securities of a series, the Depositary for such series of Securities may
surrender a Global Security for such series of Securities in exchange, in whole
or in part, for Securities of such series in definitive form on such terms as
are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall
execute and the Trustee shall authenticate and deliver, without charge:

(i) to each person specified by the Depositary, a new
Security or Securities of the same series of any authorized
denomination as requested by such person in an aggregate Principal
amount equal to and in exchange for such person's beneficial interest
in the Global Security; and

(ii) to the Depositary, a new Global Security in a
denomination equal to the difference, if any, between the Principal
amount of the surrendered Global Security and the aggregate Principal
amount of Securities delivered to Holders thereof.

Upon the exchange of a Global Security for Securities in definitive
form, such Global Security shall be cancelled by the Trustee. Securities issued
in exchange for a Global Security pursuant to this Section shall be registered
in such names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall
deliver such Securities to the persons in whose names such Securities are so
registered.

SECTION 2.11. Cancellation. The Issuer at any time may deliver
Securities of any series to the Trustee for cancellation. The Registrar and
Paying Agent shall forward to the Trustee any Securities surrendered to them
for registration of transfer, exchange or payment. The Trustee shall cancel all
Securities surrendered for registration of transfer, exchange, payment or
cancellation and shall dispose of cancelled Securities as the Issuer directs.
The Issuer may not issue new Securities of any series to replace Securities of
such series that have been paid or delivered to the Trustee for cancellation.

SECTION 2.12. Defaulted Interest. If the Issuer defaults in a payment
of interest on any of the Securities, they shall pay the defaulted interest
plus, to the extent permitted by law, any interest payable on the defaulted
interest, to the persons who are Holders of such Securities on a subsequent
special record date. The Issuer shall fix the record date and payment date
after making arrangements satisfactory to the Trustee for the deposit of such
amounts with the Trustee for payment and after consultation with the Trustee
regarding the selection of such dates. At least 15 days before the record date,
the Issuer shall mail to the Holders of such Securities a notice that states
the record date, payment date, and amount of interest to be paid.

ARTICLE 3

REDEMPTION; SINKING FUND

SECTION 3.1. Notices to Trustee. The Issuer may elect to redeem
Securities of any series in accordance with the provisions of such Securities;
provided, however, that if an Event of Default shall have occurred and be
continuing, the Securities of any series may not be redeemed in whole or in
part, unless (i) the Securities of all series

-12-

are redeemed in whole or (ii) the Securities of all series are redeemed in part
and the Principal amount to be redeemed is prorated among all Holders so that
all Holders of each series receive in redemption of their outstanding
Securities the same Principal amount per $1,000 of Securities (provided,
however, that if the Securities of any such series are Original Issue Discount
Securities, for purposes of this clause (ii), such proration shall be based
upon each $1,000 that would be due and payable on the redemption date in the
event of a declaration of acceleration of the Stated Maturity thereof pursuant
to Section 6.2). The election of the Issuer to redeem Securities of any series
in accordance with the provisions of such Securities shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of
the Issuer, the Issuer shall, at least 45 days before the redemption date
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such redemption date and in the case of any redemption of less than
all of the Securities of any series (or, where redemption provisions of any
series of Securities are not identical as to each Security within the series,
in case of any redemption at the election of the Issuer of less than all the
Securities with identical redemption provisions) the Principal amount of the
Securities of such series to be redeemed and shall deliver to the Trustee such
documentation and records as shall enable the Trustee to select the Securities
to be redeemed pursuant to Section 3.2.

SECTION 3.2. Selection of Securities to be Redeemed. If less than all
of the Securities of a series (or, where the redemption provisions of any
series of Securities are not identical as to each Security within the series,
if less than all the Securities with identical redemption provisions) are to be
redeemed, the Trustee shall, subject to Section 3.1, select the Securities to
be redeemed by such method as the Trustee shall deem fair and appropriate. The
Trustee shall make the selection not more than 45 days before the redemption
date from outstanding Securities of such series (or, if the redemption
provisions of all of the Securities of such series are not identical, from
Securities of such series with identical redemption provisions) not previously
called for redemption. The Trustee may select for redemption portions of the
Principal of Securities of any series that have denominations larger than the
minimum Principal denomination for such series. Provisions of this Indenture
that apply to Securities called for redemption also apply to portions of
Securities called for redemption.

SECTION 3.3. Notice of Redemption. At least 30 days but not more than
60 days before a redemption date, the Trustee shall, in the name of the Issuer
and at the Issuer's expense, mail a notice of redemption to each Holder whose
Securities are to be redeemed.

The notice shall identify the Securities to be redeemed and shall
state:

(1) the redemption date;

(2) the redemption price plus accrued interest, if any;

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

(4) if less than all the outstanding Securities of a series
(or, in the case of series of Securities in which the redemption
provisions are not identical as to each Security within the series,
less than all of the Securities of a series with identical redemption
provisions) are to be redeemed, the identification (and, in the case
of partial redemption, the Principal amounts) of the particular
Securities to be redeemed;

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

(6) that interest on Securities called for redemption ceases
to accrue on and after the redemption date; and

(7) that the redemption is pursuant to the terms of a sinking
fund, if such is the case.

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SECTION 3.4. Effect of Notice of Redemption. Once notice of a
redemption is mailed, Securities called for redemption become due and payable
on the redemption date at the redemption price. Upon surrender to the Paying
Agent, such Securities shall be paid and redeemed at the redemption price,
together with interest accrued thereon to the redemption date; provided,
however, that installments of interest becoming due on or prior to the
redemption date shall be payable to the Holders of such Securities, or one or
more previous Securities evidencing all or a portion of the same debt as that
evidenced by such particular Securities, registered as such at the close of
business on the relevant record date according to their terms and the
provisions of Section 2.12.

SECTION 3.5. Deposit of Redemption Price. On or before the redemption
date, the Issuer shall deposit with the Paying Agent money sufficient to pay
the aggregate redemption price of and accrued interest on all Securities to be
redeemed on that date.

SECTION 3.6. Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Issuer shall execute and the Trustee shall
authenticate without service charge for the Holder a new Security of the same
series, having terms identical to those of the Securities surrendered, equal in
Principal amount to the unredeemed portion of the Security surrendered. If a
Global Security is so surrendered, such new Security so issued shall be a new
Global Security.

SECTION 3.7. Sinking Fund. Each sinking fund payment provided for by
the terms of Securities of any series shall be applied to the redemption of
such Securities as provided for by the terms of such Securities and this
Section 3.7.

In satisfaction of any minimum or optional sinking fund payment
required or permitted to be made pursuant to the terms of Securities of any
particular series (or, where the sinking fund provisions of each Security
within such series are not identical, then pursuant to the terms of the
Securities with identical sinking fund provisions), the Issuer may (i) deliver
to the Trustee Securities of that series (or, where the sinking fund provisions
of the Securities of such series are not identical, Securities of that series
having identical sinking fund provisions) which have not previously been called
for redemption and which the Issuer has not previously delivered to the Trustee
for cancellation or (ii) notify the Trustee of its election to credit against
the required sinking fund payment the Principal amount of any Securities of
that series (or, if applicable, any Securities of that series with identical
sinking fund provisions) which have been redeemed otherwise than pursuant to
minimum sinking fund payment requirements with respect to the Securities of
such series (or, if applicable, with respect to the Securities of such series
with identical sinking fund provisions); provided, however, 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 minimum or optional sinking fund payment shall be
reduced accordingly.

Not less than 45 days prior to each sinking fund payment date (unless
a shorter notice shall be satisfactory to the Trustee) for any particular
series of Securities (or, where the sinking fund provisions of the Securities
within such series are not identical, for the Securities of such series having
identical sinking fund provisions), the Issuer will give written notice to the
Trustee of the amount of the next succeeding sinking fund payment (including
any optional sinking fund payment which is permitted to be made by the terms of
the Securities) for that series pursuant to the terms of that series (or, if
applicable, for such Securities pursuant to the terms of such Securities), 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 crediting Securities
against the required sinking fund payment pursuant to the preceding paragraph
of this Section and will also deliver to the Trustee any Securities to be so
credited. The Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 3.2 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Issuer in the manner provided in Section 3.3. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 3.4 and 3.6.

-14-

SECTION 3.8. Terms of Securities to Govern. Notwithstanding any other
provision of this Article 3, if any provision of any Security of any series
shall conflict with any provision of this Article, the provision of such
Security shall govern.

ARTICLE 4

COVENANTS

SECTION 4.1. Payment of Securities. The Issuer shall pay the Principal
of and any interest on the Securities on the dates and in the manner provided
in the Securities. Principal and interest shall be considered paid on the date
due if the Paying Agent holds on that date, by 10:00 a.m. New York City time,
money deposited with it by or on behalf of the Issuer sufficient in immediately
available funds to pay all Principal and interest then due.

The Issuer shall pay interest on overdue Principal at the rate borne
by such Securities or otherwise as provided in the Securities; they shall pay
interest on overdue installments of interest at the same rate to the extent
permitted by law.

Each payment by the Issuer to the Trustee or the Paying Agent shall be
accompanied by a written notice from the Issuer that specifies the series to
which such payment relates.

SECTION 4.2. SEC Reports. The Issuer and the Guarantor shall furnish
to the Trustee, within 15 days after they file them with the SEC, copies of the
annual reports and of the information, documents, and other reports (or copies
of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) that such Issuer or Guarantor is required to file with
the SEC pursuant to Section 13 or 15(d) of the Exchange Act. In the event that
the Issuer or Guarantor is not permitted to file such reports, documents and
information with the SEC, the Issuer or the Guarantor, as the case may be, will
provide substantially similar information to the Issuer, the Holders and
prospective Holders (upon request) as if the Issuer or the Guarantor, as the
case may be, were subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act. The Issuer and the Guarantor also shall comply with the
other provisions of TIA ss. 314(a). Provided that the Issuer and the Guarantor
are consolidated entities for accounting purposes, the Issuer shall be deemed
to have satisfied the provisions of this Section 4.2 if the Guarantor files and
provides information, documents, and other reports of the types otherwise so
required, in each case within the applicable rules and regulations of the SEC
(after giving effect to any exemptive relief) because of the filings by the
Guarantor.

SECTION 4.3. Certificate to Trustee.

(1) The Issuer and the Guarantor covenants and agrees to
furnish to the Trustee, within 90 days after the end of each fiscal
year of the Issuer, a brief certificate from the principal executive
officer, principal financial officer or principal accounting officer
of the Issuer and the Guarantor, as the case may be, as to each of
such officer's knowledge of the Issuer's and the Guarantor's
compliance with all conditions and covenants under this Indenture and
is not in default in the performance or observance of any terms,
provisions and condition in this Indenture; provided, for purposes of
this paragraph, such compliance shall be determined without regard to
any period of grace or requirement of notice provided under this
Indenture.

(2) The Issuer and the Guarantor shall, so long as any of the
Securities are outstanding, deliver to the Trustee, within five
Business Days of any Officer becoming aware of any Default or Event of
Default, an Officers' Certificate specifying such Default or Event of
Default and what action the Issuer or the Guarantor, as the case may
be, is taking or proposes to take with respect thereto.

-15-

SECTION 4.4. Maintenance of Office or Agency. The Issuer will maintain
in The City of New York, an office or agency of the Trustee, Registrar and
Paying Agent where Securities may be presented or surrendered for payment,
where Securities may be surrendered for registration of transfer, exchange,
purchase or redemption, and where notices and demands to or upon the Issuer in
respect of the Securities and this Indenture may be served. The Issuer shall
give prompt written notice to the Trustee of the location, and of any change in
the location, of any such office or agency (other than a change in the location
of the office of the Trustee). If at any time the Issuer 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 address of the Trustee set forth in Section 11.11.

SECTION 4.5. Further Assurances. From time to time whenever reasonably
requested by the Trustee, the Issuer will make, execute and deliver, or cause
to be made, executed or delivered, any and all such further and other
instruments and assurances as may be reasonably necessary or proper to carry
out the intention of or to facilitate the performance of the terms of this
Indenture or to secure the rights and remedies of the Holders of Securities of
any series provided for in this Indenture, including, but not limited to,
furnishing all necessary information to the Trustee in connection with
calculations and tax reporting relating to any Original Issue Discount
Securities that may be issued by the Issuer hereunder.

ARTICLE 5

SUCCESSORS

SECTION 5.1. When the Issuer May Merge, etc. The Issuer shall not
consolidate or merge into, or sell, assign, transfer or lease all or
substantially all of its assets to, any person unless:

(1) the person is a corporation organized and existing under
the laws of the United States of America or any State thereof or the
District of Columbia;

(2) the person assumes by supplemental indenture all the
obligations of the Issuer under the Securities and this Indenture;

(3) immediately after the transaction no Default or Event of
Default shall exist; and

(4) an Officers' Certificate and Opinion of Counsel have been
delivered to the Trustee to the effect that the conditions set forth
in the preceding clauses (1) through (3) above have been met.

The corporation formed by or resulting from any such consolidation or
merger, or which shall have received all or substantially all of such assets,
shall succeed to and be substituted for the Issuer with the same effect as if
it had been named herein as a party hereto, and thereafter, except in the case
of a lease of all or substantially all of such assets, the predecessor
corporation shall be relieved of all obligations and covenants under this
Indenture and the Securities and the Issuer may thereafter liquidate and
dissolve.

ARTICLE 6

DEFAULTS AND REMEDIES

SECTION 6.1. Events of Default. An "Event of Default" with respect to
Securities of any series occurs if:

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(1) there is a default in the payment of interest, if any, on
any Security of such series when the same becomes due and payable and
the Default continues for a period of 30 days;

(2) there is a default in the payment of the Principal of or
premium, if any, on any Security of such series when the same becomes
due and payable at Maturity, upon redemption or otherwise;

(3) the Issuer fails to observe or perform any covenant,
condition or agreement on the part of such Issuer to be observed or
performed pursuant to Article 5 hereof;

(4) the Issuer fails to comply with any of its other
agreements or covenants in, or provisions of, the Securities of such
series or this Indenture (other than a covenant included in this
Indenture solely for the benefit of any series of Securities other
than such series or a covenant which has not been breached with
respect to such series) and the Default continues for consecutive days
after the notice specified below;

(5) except as permitted herein, any Guarantee shall be held
in any judicial proceeding to be unenforceable or invalid or shall
cease for any reason to be in full force and effect or the Guarantor,
or any person acting on behalf of the Guarantor, shall deny or
disaffirm the Guarantor's obligation under its Guarantee;

(6) a default occurs under any mortgage, indenture or
instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Issuer
or the Guarantor (including a default with respect to Securities of
any series other than such series), whether such Indebtedness now
exists or shall be created hereafter, which default (a) is caused by a
failure to pay such Indebtedness prior to the expiration of the grace
period after final maturity (a "Payment Default") or (b) results in
the acceleration of such Indebtedness prior to its final maturity and,
in each case, the principal amount of any such Indebtedness, together
with the principal amount of any other such Indebtedness under which
there is then existing a Payment Default or the maturity of which has
been so accelerated, aggregates $10.0 million or more; provided, that
if any such default is cured or waived or any such acceleration
rescinded, or such Indebtedness 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 the Indenture and any consequential
acceleration of any Securities of such series shall be automatically
rescinded;

(7) a final judgment or order or final judgments or orders
are rendered against the Issuer that are unsatisfied and that require
the payment of money, either individually or in an aggregate amount,
that is more than $10.0 million over the coverage under applicable
insurance policies and either (a) a creditor has commenced an
enforcement proceeding upon such judgment (other than a judgment that
is stayed by reason of pending appeal or otherwise) or (b) a 60-day
period transpired during which a stay of such judgment, order,
judgments or orders (by reason of pending appeal or otherwise) was not
in effect;

(8) the Issuer or the Guarantor pursuant to or within the
meaning of any Bankruptcy Law:

(a) commences a voluntary case or proceeding,

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

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

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(9) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:

(a) is for relief against the Issuer or the Guarantor in
an involuntary case or proceeding,

(b) appoints a Custodian of the Issuer or the Guarantor
for all or substantially all of the property of the Issuer or
the Guarantor, or

and in each case the order or decree remains unstayed and in
effect for 60 consecutive days.

(10) there occurs any other Event of Default with respect to
the Securities of such series specified in the terms of such series.

The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

A Default under clause (4) is not an Event of Default until the
Trustee notifies the Issuer, or the Holders of at least 25% in aggregate
principal amount of the then outstanding Securities of such series notify the
Issuer and the Trustee, of the Default and the Issuer does not cure the Default
within 60 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a "Notice of
Default."

SECTION 6.2. Acceleration. If an Event of Default (other than an Event
of Default specified in clauses (8) and (9) of Section 6.1 hereof) with respect
to the Securities of any series occurs and is continuing, the Trustee by notice
to the Issuer, or the Holders of at least 25% in Principal amount of the then
outstanding Securities of that series by written notice to the Issuer and the
Trustee, may declare the Principal (or, if the Securities of that series are
Original Issue Discount Securities, such portion of the Principal amount as may
be specified in the terms of that series) of and any accrued and unpaid
interest on all the Securities of that series to be due and payable
immediately. Upon such declaration, the Principal (or specified amount) of and
accrued interest on all the Securities of that series shall be due and payable
immediately. Notwithstanding the foregoing, if any Event of Default specified
in clause (8) or (9) of Section 6.1 hereof relating to the Issuer occurs, such
an amount shall ipso facto become and be immediately due and payable without
any declaration or other act or notice on the part of the Trustee or any
Holder.

After a declaration of acceleration with respect to the Securities of
any series under this Indenture, but before a judgment or decree for payment of
principal, premium, if any, and interest on the Securities of such series due
under this Article 6 has been obtained by the Trustee, Holders of a majority in
principal amount of the then outstanding Securities of such series by written
notice to the Issuer and the Trustee may rescind an acceleration and its
consequences if (i) the Issuer has paid or deposited with the Trustee a sum
sufficient to pay (a) 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 and (b) all overdue interest on the
Securities of such series, if any, (ii) the rescission would not conflict with
any judgment or decree of a court of competent jurisdiction and (iii) all
existing Events of Default (except nonpayment of principal, premium, if any, or
interest that has become due solely because of the acceleration) have been
cured or waived.

SECTION 6.3. Other Remedies. If an Event of Default with respect to
the Securities of any series occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of Principal of or interest on the
Securities of that series or to enforce the performance of any provision of the
Securities of that series or this Indenture.

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

SECTION 6.4. Waiver of Past Defaults. Holders of not less than a
majority in outstanding Principal amount of the Securities of any series then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Securities of that series waive an existing Default or Event of Default with
respect to that series and its consequences hereunder, except a continuing
Default or Event of Default in the payment of principal of, premium and
liquidated damages, if any, or interest on, the Securities of that series
(including in connection with an offer to purchase) (provided, however, that
the Holders of a majority in outstanding Principal amount of the then
outstanding Securities of such series may rescind an acceleration and its
consequences, including any related payment default that resulted from such
acceleration). Upon any such waiver, such Default with respect to such series
shall cease to exist, and any Event of Default arising therefrom shall be
deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default with respect to such
series or impair any right consequent thereon.

SECTION 6.5. Control by Majority. The Holders of a majority in
aggregate outstanding Principal amount of the Securities of all series affected
(voting as one class) may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it with respect to the Securities of such series. However,
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture, is unduly prejudicial to the rights of another Securityholder of
such series or any other series, or would involve the Trustee in personal
liability it being understood that the Trustee shall have no duty to ascertain
whether or not such actions or forebearances are unduly prejudicial to such
Holders.

SECTION 6.6. Limitation on Suits. A Holder of Securities of any series
may pursue a remedy with respect to this Indenture or the Securities only if:

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

(2) the Holders of at least 25% in Principal amount of the
Securities of that series make a written request to the Trustee to
pursue the remedy;

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

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

(5) during such 60-day period, the Holders of a majority in
aggregate outstanding Principal amount of the Securities of that
series do not give the Trustee a direction inconsistent with the
request;

provided, however, that it is understood and intended, and is expressly
covenanted by each Holder of every Security of a series with every other Holder
and the Trustee, that no Holders of such series of Securities shall have any
right in any manner whatsoever by virtue or by availing of any provision of
this Indenture to affect, disturb or prejudice the rights of the Holders of any
other series of Securities, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of Securities.

SECTION 6.7. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder of a Security to
receive payment of Principal of and interest on the Security, on

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or after the respective due dates expressed in the Security, or to bring suit
for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of the Holder.

SECTION 6.8. Collection Suit by Trustee. If an Event of Default
specified in Section 6.1(1) or (2) with respect to Securities occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Issuer for the whole amount of Principal (or, if
the Securities of that series are Original Issue Discount Securities, such
portion of the Principal amount as may be specified in the terms of that
series) and accrued interest remaining unpaid, together with interest on
overdue Principal and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest with respect to the Securities as
to which an Event of Default has occurred, and such further amount as shall be
sufficient to cover the costs and expenses of collection, including appeals and
including, without limitation, the reasonable compensation, expenses,
disbursements of the Trustee, its agents and counsel.

SECTION 6.9. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Securityholders allowed in any
judicial proceedings relative to the Issuer, its creditors or its property and
shall be entitled and empowered to collect and receive any money or other
property payable or deliverable on any such claims and to distribute the same,
and any custodian in any such judicial proceedings is authorized hereby by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due to the Trustee under Section 7.7. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, liquidation, arrangement, adjustment or composition affecting
the Securities or the rights of any Holder thereof, or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and may be a member of the
creditors' committee.

SECTION 6.10. Priorities. If the Trustee collects any money pursuant
to this Article, it shall pay out the money in the following order:

First: to the Trustee, its agents and attorneys for amounts
due under Sections 6.8 and 7.7 hereof, including payment of all
compensation, expense and liabilities incurred, and all advances made,
by the Trustee and the costs and expenses of collection;

Second: to Holders of Securities in respect of which or for
the benefit of which such money has been collected, for amounts due
and unpaid on such Securities for Principal (or, if such Securities
are Original Issue Discount Securities, such portion of the Principal
amount as may be specified in the terms that series) and interest,
ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for Principal and interest,
respectively; and

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

The Trustee may fix a record date and payment date for any payment to
such Securityholders.

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SECTION 6.11. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.7, or a suit by Holders of
more than 10% in Principal amount of the Securities of any series.

ARTICLE 7

TRUSTEE

SECTION 7.1. Duties of Trustee.

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

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

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

(b) in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture.
However, the Trustee shall examine the certificates and
opinions required by the terms of this Indenture to determine
whether or not they conform to the requirements of this
Indenture.

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

(a) this paragraph does not limit the effect of paragraph
(2) of this Section;

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

(c) the Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 6.5.

(4) Regardless of whether therein expressly so provided,
every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (1), (2), (3) and (5) of this
Section.

(5) The Trustee may refuse to perform any duty or exercise
any right or power unless it receives indemnity satisfactory to it
against any loss, liability or expense. No provision of this Indenture
shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

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(6) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree with the Issuer. Money
held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

SECTION 7.2. Rights of Trustee.

(1) The Trustee may rely and shall be protected in acting or
refraining from acting on any document believed by it to be genuine
and to have been signed or presented by the proper person. The Trustee
need not investigate any fact or matter stated in the document.

(2) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel. The Trustee
shall not be liable for any action it takes or omits to take in good
faith in reliance on such Certificate or Opinion.

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

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

SECTION 7.3. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
of any series and may otherwise deal with the Issuer or an Affiliate of the
Issuer with the same rights it would have if it were not Trustee. Any Agent may
do the same with like rights. However, the Trustee is subject to Sections 7.10
and 7.11.

SECTION 7.4. Trustee's Disclaimer. The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Securities, it shall
not be accountable for the Issuer's use of the proceeds from the Securities,
and it shall not be responsible for any statement in the Securities other than
its authentication.

SECTION 7.5. Notice of Defaults. If a Default in respect of the
Securities of any series occurs and is continuing and if it is known to the
Trustee, the Trustee shall mail to the Holders of the Securities of that series
a notice of the Default within 90 days after it occurs. Except in the case of a
Default in payment of the Principal or interest on any Security, or in the
payment of any sinking fund or purchase fund installment, the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers
in good faith determines that withholding the notice is in the interests of the
Holders of the Securities of that series.

SECTION 7.6. Reports by Trustee to Holders. If required by TIA ss.
313(a), within 60 days after the reporting date stated in this Section 7.6, the
Trustee shall mail to Securityholders of each series a brief report dated as of
such reporting date that complies with TIA ss. 313(a). The Trustee shall also
comply with TIA ss. 313(b). For purposes of this Section 7.6, the reporting
date shall be May 15 of each year. The first reporting date will be the first
May 15 following the issuance of the first series of Securities hereunder.

A copy of each report at the time of its mailing to Securityholders of
each series shall be filed with the SEC and each stock exchange on which the
Securities of each series are listed. The Issuer will notify the Trustee of the
listing of Securities of any series on a stock exchange.

SECTION 7.7. Compensation and Indemnity. The Issuer shall pay to the
Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Issuer shall reimburse the Trustee upon
request for all reasonable expenses incurred by it. Such expenses shall include
the reasonable compensation and expenses of the Trustee's agents and counsel.

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The Issuer shall indemnify the Trustee its directors, officers,
employees and agents against any loss, liability or expense incurred by it
arising out of or in connection with the acceptance or administration of this
Indenture. The Trustee shall notify the Issuer promptly of any claim for which
it may seek indemnity. The Issuer shall defend the claim and the Trustee shall
cooperate in the defense. The indemnities contained in this Section shall
survive the resignation or termination of the Trustee or the termination of
this Indenture. The Trustee may have separate counsel and the Issuer shall pay
the reasonable fees and expenses of such counsel. The Issuer need not pay for
any settlement made without its consent.

The Issuer need not reimburse any expense or indemnify against any
loss, liability or expense incurred by the Trustee if the acts or omissions of
the Trustee, if any, relating to such loss, liability or expense, breached any
standard of care applicable to or imposed on the Trustee for such acts or
omissions.

To secure the Issuer's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay Principal and
interest on particular Securities.

When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(8) or (9) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

SECTION 7.8. Replacement of Trustee. A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee's acceptance of appointment as provided in this Section.

The Trustee may resign at any time with respect to the Securities of
one or more series by so notifying the Issuer. The Holders of a majority in
Principal amount of the Securities of any series may remove the Trustee with
respect to such series by so notifying the Trustee and the Issuer. The Issuer
may remove the Trustee with respect to the Securities of one or more series if:

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

(2) the Trustee is adjudged a bankrupt or an insolvent;

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

(4) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, with respect to the Securities of any one or
more series, the Issuer shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood
that any such successor Trustee may be appointed with respect to the Securities
of one or more or all of such series and that at any time there shall be only
one Trustee with respect to the Securities of any particular series) and shall
comply with the applicable requirements of Section 7.10. Within one year after
the successor Trustee takes office, the Holders of a majority in Principal
amount of the Securities of each series may appoint a successor Trustee with
respect to the Securities of their respective series to replace the successor
Trustee for the Securities of such series appointed by the Issuer.

If a successor Trustee with respect to the Securities of any series
does not take office within 60 days after the retiring Trustee with respect to
the Securities of that series resigns or is removed, the retiring Trustee, the
Issuer or the Holders of at least 10% in Principal amount of the Securities of
that series may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of that
series.

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

In the case of the appointment of a successor Trustee with respect to
all Securities, the successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to all Securityholders. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, subject to the
lien provided for in Section 7.7.

In case of the appointment of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Issuer, the retiring
Trustee and each successor Trustee with respect to the Securities of one or
more series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (ii) if the retiring Trustee is not retiring with respect to all
series of Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee, with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring, shall continue to be
vested in the retiring Trustee and (iii) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and the successor Trustee shall have all the rights, powers and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates. The successor
Trustee shall mail a notice of its succession to the Holders of all Securities
of that or those series to which the appointment of such successor Trustee
relates. The retiring Trustee shall promptly transfer all property held by it
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates, subject to the lien provided for in Section
7.7. No successor Trustee with respect to Securities of any series shall accept
appointment as provided in this Section 7.8 unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under the
provisions of Section 7.10.

SECTION 7.9. Successor Trustee by Merger, etc. If the Trustee
consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation
without any further act shall be the successor Trustee.

SECTION 7.10. Eligibility, Disqualification. This Indenture shall
always have a Trustee with respect to the Securities of each series which
satisfies the requirements of TIA ss. 310(a)(1) and (5). The Trustee shall
always have a combined capital and surplus of at least $25,000,000 as set forth
in its most recent published annual report of condition or shall be a
wholly-owned subsidiary of a bank, a trust company or a bank holding company
having, together with its subsidiaries, a reported combined capital and surplus
of at least $25,000,000. The Trustee is subject to TIA ss. 310(b), including
the optional provision permitted by the second sentence of TIA ss. 310(b)(9);
it being understood that for the purposes of this Indenture, with respect to
Securities of any series, the provisions of TIA ss. 310(b) with respect to
conflicting interests relating to "other securities" shall be interpreted to
include Securities of each other series and with respect to "other indentures"
shall include the provisions of this Indenture relating to the Securities of
such other series.

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SECTION 7.11. Preferential Collection of Claims Against the Issuer.
The Trustee is subject to TIA ss. 311(a), excluding any creditor relationship
listed in TIA ss. 311(b). A Trustee who has resigned or been removed shall be
subject to TIA ss. 311(a) to the extent indicated.

ARTICLE 8

DISCHARGE OF INDENTURE AND SECURITIES

SECTION 8.1. Satisfaction and Discharge of Indenture. If at any time
(a) the Issuer shall have paid or caused to be paid the Principal of and
interest on all the Securities of any series outstanding hereunder, as and when
the same shall have become due and payable, or (b) the Issuer shall have
delivered to the Trustee for cancellation all Securities of any series
theretofore authenticated (other than any Securities of such series which shall
have been destroyed, lost or stolen and which shall have been replaced as
provided in Section 2.7 or paid), and if, in any such case, the Issuer shall
also pay or cause to be paid all other sums payable hereunder by the Issuer
with respect to Securities of such series (including payment of all sums due
the Trustee pursuant to Section 7.7), then this Indenture shall cease to be of
further effect with respect to Securities of such series (except as to (i)
rights of registration of transfer and exchange, and the Issuer's right of
optional redemption, if any, (ii) substitution of apparently mutilated,
defaced, destroyed, lost or stolen Securities, (iii) rights of the Holders to
receive payments of Principal thereof and interest thereon from the trust fund
established pursuant to Section 8.2, and remaining rights of the Holders to
receive mandatory sinking fund payments, if any, from the trust fund
established pursuant to Section 8.2, (iv) the rights, obligations and
immunities of the Trustee hereunder, (v) the rights of the Securityholders of
such series as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them, (vi) all other obligations of
the Issuer in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 7.7, 7.8 and 8.6 and (vii) the
Issuer's rights pursuant to Sections 7.8, 8.5 and 8.6), and the Trustee, on
demand of the Issuer accompanied by an Officers' Certificate and an Opinion of
Counsel, (each stating that all conditions precedent relating to the
satisfaction and discharge of this Indenture have been complied with) and at
the cost and expense of the Issuer, shall execute proper instruments
acknowledging such satisfaction of and discharging this Indenture with respect
to Securities of such series. The Issuer agrees to reimburse the Trustee for
any costs or expenses thereafter reasonably and properly incurred and to
compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture or the Securities of
such series.

SECTION 8.2. Defeasance. For purposes of Section 8.1, the Issuer shall
be deemed to have paid the Principal of and interest on Securities of any
series outstanding hereunder as and when the same shall have become due and
payable, if the Issuer shall have irrevocably deposited or caused to be
deposited in trust with the Trustee funds in cash and/or U.S. Government
Obligations sufficient without reinvestment thereof to provide for timely
payment of Principal of and interest on the Securities of such series to Stated
Maturity or redemption, as the case may be, not theretofore delivered to the
Trustee for cancellation; provided, however, that (i) in order to have money
available on a payment date to pay Principal or interest on the Securities of
such series, the U.S. Government Obligations shall be payable as to principal
and interest on or before such payment date in such amounts as will provide the
necessary money; and (ii) the Issuer shall obtain an Opinion of Counsel (which
may be based on a ruling from, or published by, the Internal Revenue Service)
to the effect that Holders of the Securities of that series will not recognize
income, gain or loss for federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to federal income tax on
the same amounts and in the same manner and at the same times, as would have
been the case if such deposit, defeasance and discharge had not occurred; and
provided, further, however, that notwithstanding the foregoing, with respect to
any series of Securities which shall at the time be listed for trading on The
New York Stock Exchange, there shall be no deposit of funds in cash and/or in
U.S. Government Obligations with the Trustee to pay the Principal amount, the
redemption price or any installment of interest in order to discharge the
Issuer's obligation in respect of any such payment if at such time the rules of
The New York Stock Exchange prohibit such deposit with the Trustee.

-25-

SECTION 8.3. Satisfaction and Discharge of Securities. Securities of a
series shall be deemed to have been paid in full as between the Issuer and the
respective Holders (and future Holders) of Securities of such series upon the
satisfaction and discharge of the Indenture with respect to Securities of such
series pursuant to Section 8.1, except that in the case of such satisfaction
and discharge as a result of compliance with Section 8.2, the Securities of
such series shall be deemed to have been paid in full as between the Issuer and
the respective Holders (and future Holders) of Securities of such series only
if the deposit in trust with the Trustee by the Issuer of the funds in cash
and/or U.S. Government Obligations as provided in Section 8.2 is not
subsequently deemed a preference under the United States Bankruptcy Code as
then in effect.

SECTION 8.4. Application by Trustee of Money or U.S. Government
Obligations. Subject to Section 8.6, all money or U.S. Government Obligations
deposited with the Trustee pursuant to Section 8.2 shall be held in trust and
applied by it to the payment, either directly or through the Paying Agent to
the Holders of the particular Securities of such series for the payment or
redemption of which such money or U.S. Government Obligations shall have been
deposited with the Trustee, of all sums due and to become due thereon for
Principal and interest.

SECTION 8.5. Repayment of Money or U.S. Government Obligations by
Paying Agent. In connection with the satisfaction and discharge of this
Indenture with respect to Securities of any series, all money or U.S.
Government Obligations then held by the Paying Agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Issuer, be paid or delivered to the Trustee and thereupon the Paying Agent
shall be released from all further liability with respect to such money or U.S.
Government Obligations.

SECTION 8.6. Return of Money, Securities or U.S. Government
Obligations. The Trustee and the Paying Agent shall promptly pay to the Issuer
upon request any excess money, U.S. Government Obligations or Securities held
by them at any time. Any money or U.S. Government Obligations deposited with or
paid to the Trustee or the Paying Agent for the payment of the Principal of, or
interest on any Security of any series and not applied but remaining unclaimed
for two years after the date upon which such Principal or interest shall become
due and payable, shall, upon the request of the Issuer and unless otherwise
required by mandatory provisions of applicable escheat or abandoned or
unclaimed property laws, be repaid or delivered to the Issuer by the Trustee
for such series or by the Paying Agent, and the Holder of the Security of such
series shall, unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property laws, thereafter look only to the
Issuer for any payment which such Holder may be entitled to collect, and all
liability of the Trustee or the Paying Agent with respect to such money or U.S.
Government Obligations shall thereupon cease.

ARTICLE 9

AMENDMENTS

SECTION 9.1. Without Consent of Holders. The Issuer and the Trustee
may amend this Indenture or the Securities without the consent of any
Securityholder:

(1) to cure any ambiguity, defect or inconsistency or to make
such provisions with respect to matters or questions arising under
this Indenture as may be necessary or desirable and not inconsistent
with this Indenture or with any indenture supplemental hereto or any
Board Resolution establishing any series of Securities, provided that
such amendment does not adversely affect the rights of
Securityholders;

(2) to comply with Section 5.1;

(3) to add additional covenants;

(4) to establish the form or forms or terms with respect to
Securities of any additional series as permitted by Section 2.1;

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(5) to evidence and provide for the acceptance of appointment
of a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 7.8; or

(6) to provide for the exchange of Global Securities for
Securities issued hereunder in definitive form and to make all
appropriate changes for such purpose.

SECTION 9.2. With Consent of Holders. The Issuer and the Trustee may
amend this Indenture in a manner affecting the Securities of any series, or may
amend the Securities of such series, with the written consent of the Holders of
at least a majority in Principal amount of the Securities of such series.
However, without the consent of each Securityholder affected, an amendment
under this Section may not:

(1) reduce the percentage in Principal amount of Securities
whose Holders must consent to an amendment;

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

(3) reduce the Principal of (or, in the case of Original
Issue Discount Securities, the amount of such Securities that would be
due and payable upon acceleration of the Maturity thereof pursuant to
Section 6.2), change the Stated Maturity of or reduce the amount
payable on redemption of or otherwise alter the requirements with
respect to the mandatory redemption of any Security;

(4) make any Security payable in money other than that stated
in the Security; or

(5) make any change in Section 6.4 or 6.7 or this Section
9.2.

After an amendment under this Section becomes effective, the Issuer
shall mail to Securityholders a notice briefly describing the amendment.

SECTION 9.3. Compliance with Trust Indenture Act. Every amendment to
this Indenture or the Securities shall be set forth in a supplemental indenture
that complies with the Trust Indenture Act of 1939, as amended as then in
effect.

SECTION 9.4. Effect of Consents. A consent to an amendment or waiver
by a Holder of a Security is effective upon delivery to the Trustee and is a
continuing consent by the Holder and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the consenting Holder's
Security, even if notation of the consent is not made on any Security; however,
any such Holder or subsequent Holder may revoke the consent as to his Security
or portion of a Security if the Trustee receives the notice of revocation
before the date the amendment or waiver becomes effective. An amendment or
waiver becomes effective in accordance with its terms and thereafter binds
every Securityholder, except to the extent each Securityholder affected must
consent and such Securityholder did not do so.

SECTION 9.5. Notation on or Exchange of Securities. The Trustee may
place an appropriate notation about an amendment or waiver on any Security
thereafter authenticated. The Issuer in exchange for all Securities may issue
and the Trustee shall authenticate new Securities that reflect the amendment or
waiver.

SECTION 9.6. Trustee Protected. The Trustee may, but shall not be
required to, sign any supplemental indenture that affects its rights, duties,
liabilities or immunities under this Indenture or otherwise.

-27-

ARTICLE 10

THE GUARANTEES

SECTION 10.1. The Guarantees. The Guarantor hereby unconditionally
guarantees to each Holder of a Security authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, irrespective of the
validity and enforceability of this Indenture, the Securities or the
obligations of the Issuer hereunder or thereunder, that: (a) the principal of
and premium and interest, on the Securities shall be promptly paid in full when
due, whether at maturity, by acceleration, redemption or otherwise, and
interest on the overdue principal of and interest on premium and interest, on
the Securities, if any, if lawful, and all other obligations of the Issuer to
the Holders or the Trustee hereunder or thereunder shall be promptly paid in
full or performed, all in accordance with the terms hereof and thereof; and (b)
in case of any extension of time of payment or renewal of any Securities or any
of such other obligations, that the same shall be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise. Failing payment when
due of any amount so guaranteed or any performance so guaranteed for whatever
reason, the Guarantor shall be obligated to pay the same immediately. The
Guarantor hereby agrees that its obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Securities or
this Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder with respect to any provisions hereof or thereof, the
recovery of any judgment against the Issuer, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Issuer, any right to require a proceeding first
against the Issuer, protest, notice and all demands whatsoever and covenants
that this Guarantee shall not be discharged except by complete performance of
the obligations contained in the Securities and this Indenture. If any Holder
or the Trustee is required by any court or otherwise to return to the Issuer or
the Guarantor, or any Custodian, Trustee, liquidator or other similar official
acting in relation to either the Issuer or the Guarantor, any amount paid by
either to the Trustee or such Holder, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. The Guarantor agrees
that it shall not be entitled to any right of subrogation in relation to the
Holders of Securities in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby. The Guarantor further
agrees that, as between the Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby and (y) in
the event of any declaration of acceleration of such obligations as provided in
Article 6, such obligations (whether or not due and payable) shall forthwith
become due and payable by the Guarantor for the purpose of this Guarantee.

SECTION 10.2. Execution and Delivery of Guarantees. To evidence its
Guarantee set forth in Section 10.1, the Guarantor hereby agrees that a
notation of such Guarantee shall be endorsed by an Officer of the Guarantor on
each Security authenticated and delivered by the Trustee, that this Indenture
shall be executed on behalf of the Guarantor by an Officer of the Guarantor and
attested to by an Officer of the Guarantor and that the Guarantor shall deliver
to the Trustee an Opinion of Counsel that the foregoing have been duly
authorized, executed and delivered by the Guarantor and that such Guarantee is
a valid and legally binding obligation of the Guarantor, enforceable against
such Guarantor in accordance with its terms, except insofar as (i) such
enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally and (ii) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding
therefor may be brought.

The Guarantor hereby agrees that its Guarantee set forth in Section
10.1 shall remain in full force and effect notwithstanding any failure to
endorse on each Security a notation of such Guarantee.

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If an Officer of the Guarantor whose signature is on this Indenture or
on the applicable Guarantee no longer holds that office at the time the Trustee
authenticates the Security on which such Guarantee is endorsed, such Guarantee
shall be valid nevertheless.

The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantees set forth in
this Indenture on behalf of the Guarantor.

SECTION 10.3. When the Issuer May Merge, etc. The Guarantor shall not
consolidate or merge into, or sell, assign, transfer or lease all or
substantially all of its assets to any person other than the Issuer and any
other subsidiary of the Guarantor unless:

(1) the person is a corporation organized and existing under
the laws of the United States of America or any State thereof or the
District of Columbia;

(2) the person assumes by supplemental indenture all the
obligations of the Guarantor under the Securities and this Indenture;

(3) immediately after the transaction no Default shall exist;
and

(4) an Officers' Certificate and Opinion of Counsel have been
delivered to the Trustee to the effect that the conditions set forth
in the preceding clauses (1) through (3) above have been met.

Notwithstanding the foregoing, the Guarantor shall not be permitted to
consolidate with or merge with or into (whether or not such Guarantor is the
surviving person), another corporation, person or entity pursuant to the
preceding sentence if such consolidation or merger would not be permitted by
Section 5.1 hereof.

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

Except as set forth in Articles 4 and 5 hereof, nothing contained in
this Indenture or in any of the Securities shall prevent any consolidation or
merger of the Guarantor with or into the Issuer, or shall prevent any sale or
conveyance of the property of the Guarantor as an entirety or substantially as
an entirety to the Issuer.

SECTION 10.4. "Trustee" to Include Paying Agent. In case at any time
any Paying Agent other than the Trustee shall have been appointed by the Issuer
and be then acting hereunder, the term "Trustee" as used in this Article 10
shall in such case (unless the context shall otherwise require) be construed as
extending to and including such Paying Agent within its meaning as fully and
for all intents and purposes as if such Paying Agent were named in this Article
10 in place of the Trustee.

-29-

ARTICLE 11

MISCELLANEOUS

SECTION 11.1. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with another provision that is deemed
to be included in this Indenture by the TIA, the required provision shall
control. The provisions of TIA ▇▇.▇▇. 310 through 317 that impose duties on any
person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture
whether or not physically contained herein.

SECTION 11.2. Notices. Any notice or communication by the Issuer or
the Trustee to the other shall be in writing and shall be delivered in person
or mailed by first-class mail (registered or certified, return receipt
requested), telecopier or overnight air courier to the other's address stated
in Section 11.11; provided, however, that any such notice shall be deemed duly
given when such notice is received by the Issuer or the Trustee, as the case
may be. The Issuer or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

Any notice or communication to a Securityholder shall be mailed by
first-class mail (registered or certified, return receipt requested) or
overnight air courier to his address shown on the Security Register. Failure to
mail a notice or communication to a Securityholder or any defect in a notice
shall not affect the sufficiency thereof with respect to any other
Securityholders.

Except as provided above, if a notice or communication is mailed in
the manner and within the time prescribed above, it shall be deemed duly given,
whether or not the addressee receives it.

If the Issuer mails a notice or communication to Securityholders, they
shall mail a copy to the Trustee and each Agent at the same time.

SECTION 11.3. Communications by Holders with Other Holders.
Securityholders may communicate pursuant to TIA ss. 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Issuer, the Trustee, the Registrar and anyone else affected
shall be entitled to the protection of TIA ss. 312(c).

SECTION 11.4. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Issuer to the Trustee to take any action
under this Indenture, the Issuer shall furnish to the Trustee:

(1) an Officers' Certificate stating that, in the opinion of
the signers, all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with; and

(2) an Opinion of Counsel stating that, in the opinion of
such counsel, all such conditions precedent have been complied with.

SECTION 11.5. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

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

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

-30-

(3) a statement that, in the opinion of each such person, 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

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

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

Any Officers' Certificate, statement or Opinion of Counsel may be
based, insofar as it relates to accounting matters, upon a certificate or
opinion of or representations by an accountant (who may be an employee of the
Issuer), or firm of accountants, unless such Officer or counsel, as the case
may be, knows that the certificate or opinion or representation with respect to
the accounting matters upon which the certificate, statement or opinion may be
based as aforesaid is erroneous, or in the exercise of reasonable care should
know that the same is erroneous. Any certificate or opinion of any independent
firm of public accountants filed with the Trustee shall contain a statement
that such firm is independent.

SECTION 11.6. Rules by Trustee and Agents. The Trustee may make
reasonable rules for action by written consent or at a meeting of Holders of
Securities of any series. The fact and date of the execution of a written
consent or other writing by any such person shall be established in accordance
with the procedures specified in such reasonable rules, and the ownership of
Securities of any series shall be established by the Security Register for such
series maintained by the Registrar. The Registrar or Paying Agent may make
reasonable rules and set reasonable requirements for its functions.

SECTION 11.7. Legal Holidays. A "Legal Holiday" is a Saturday, a
Sunday or a day on which banking institutions in any place of payment are not
required to be open. If a payment date with respect to a particular series of
Securities is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

SECTION 11.8. No Recourse Against Others. No person shall have any
recourse under or upon any obligation or agreement of the Issuer under this
Indenture or the Securities of any series or because of any debt evidenced by
the Securities of any series against any stockholder, officer, employee or
director, as such, of any of the Issuer. By accepting a Security of any series,
each Holder waives and releases all such liability as a part of the
consideration for the issuance thereof.

SECTION 11.9. Interest Limitation. If any usury law now or at any time
hereafter in force shall be applicable to this Indenture or the Securities of
any series or any other document or instrument related hereto or thereto, it is
the intention of the Issuer and the Trustee to conform strictly to any such
usury laws and any subsequent revisions or repeals thereof. In furtherance
thereof, the Issuer and the Trustee stipulate and agree that none of the terms
and provisions contained in this Indenture or the Securities of any series or
any other document or instrument related hereto or thereto shall ever be
construed to give rise to a contract or obligation to pay interest in excess of
the maximum amount permitted to be contracted for, taken, reserved, charged,
collected or received under any applicable law.

-31-

SECTION 11.10. Duplicate Originals. The parties may sign any number of
copies of this Indenture. One signed copy is enough to prove this Indenture.

SECTION 11.11. Addresses.

The Issuer's address is:

Mesa Operating Co.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇'▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Treasurer
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇

The Guarantor's address is:

MESA Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇'▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Treasurer
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇

The Trustee's address is:

Bankers Trust Company
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
Mail Stop # 5041
New York, NY
Attention: Corporate Trust and Agency Group
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇

SECTION 11.12. Record Date for Action by Securityholders. The Issuer
(or, if a deposit has been made pursuant to Section 8.2 or if an Event of
Default has occurred, the Trustee) may set a record date for purposes of
determining the identity of Holders entitled to vote or consent to any action
by vote or consent authorized or permitted under this Indenture, which record
date shall be no later than ten days nor more than 30 days prior to the first
solicitation of such vote or consent or the date of the most recent list of
Holders furnished to the Trustee pursuant to Section 2.5 hereof prior to such
solicitation. If a record date is fixed, those persons who were Holders of
Securities at such record date (or their duly designated proxies), and only
those persons, shall be entitled to take such action by vote or consent or to
revoke any vote or consent previously given, whether or not such persons
continue to be Holders after such record date.

SECTION 11.13. Governing Law. The laws of the State of New York shall
govern the construction and interpretation of this Indenture and the
Securities, without regard to principles of conflicts of laws. The Issuer
irrevocably submits to the non-exclusive jurisdiction of any United States
federal or New York state court sitting in The City of New York in any action
or proceeding arising out of or relating to this Indenture or the Securities,
and the Issuer irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in any such court.

SECTION 11.14. Payments for Consent. The Issuer shall not, directly or
indirectly, pay or cause to be paid, or cause any of their Affiliates to pay or
cause to be paid, any consideration, whether by way of interest, fee or
otherwise, to any Holder for or as an inducement to any consent, waiver or
amendment of any of the terms or

-32-

provisions of this Indenture or the Securities, unless such consideration is
offered to be paid to all Holders whose consent, waiver or agreement to amend
is required for the Issuer to effect such consent, waiver or amendment.

SECTION 11.15. 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 11.16. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt
agreement of the Issuer or its Subsidiaries. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

SECTION 11.17. Severability. In case any provision in this Indenture
or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby, and a Holder shall have no claim therefor against
any party hereto.

SECTION 11.18. Successors. All agreements of the Issuer in this
Indenture and the Securities shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successor.

SECTION 11.19. Qualification of Indenture. The Issuer shall qualify
this Indenture under the TIA and shall pay all costs and expenses (including
attorneys' fees for the Issuer and the Trustee) incurred in connection
therewith, including, without limitation, costs and expenses of qualification
of the Indenture and the Securities and printing this Indenture and the
Securities. The Trustee shall be entitled to receive from the Issuer any such
Officers' Certificates, Opinions of Counsel or other documentation as it may
reasonably request in connection with any such qualification of this Indenture
under the TIA.

SECTION 11.20. Counterpart Originals. The parties may sign any number
of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

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

MESA INC.

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

MESA OPERATING CO.

By:
------------------------------------
Name:
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Title:
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BANKERS TRUST COMPANY

By:
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Name:
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Title:
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MESA OPERATING CO., AS ISSUER MESA INC., AS GUARANTOR and BANKERS TRUST COMPANY, Trustee

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