NABORS INDUSTRIES INC, 10-Q, 1999-05-17

NABORS INDUSTRIES INC
10-Q, 1999-05-17
DRILLING OIL & GAS WELLS

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<PAGE> 1

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
COMMISSION FILE NUMBER: 1-9245

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

NABORS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 93-0711613
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

515 W. GREENS ROAD, SUITE 1200
HOUSTON, TEXAS 77067
(Address of principal executive offices) (Zip Code)

281-874-0035
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes X No
--- ---

The number of shares of Common Stock, par value $.10 per share,
outstanding as of April 30, 1999 was 107,001,582.

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

<PAGE> 2

NABORS INDUSTRIES, INC.

INDEX

<TABLE>
<CAPTION>
PAGE NO.
--------

<S> <C>
Part I Financial Information

Item 1. Financial Statements

Condensed Consolidated Balance Sheets as of
March 31, 1999 and December 31, 1998 ............................................................. 2

Condensed Consolidated Statements of
Income for the Three Months Ended
March 31, 1999 and 1998 .......................................................................... 3

Condensed Consolidated Statements of
Changes in Stockholders' Equity for the Three
Months Ended March 31, 1999 and 1998 ............................................................. 4

Condensed Consolidated Statements of Cash
Flows for the Three Months Ended March 31,
1999 and 1998 .................................................................................... 5

Notes to Condensed Consolidated
Financial Statements ............................................................................. 6

Report of Independent Accountants ................................................................ 9

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations ....................................................................................... 10

Part II Other Information

Item 1. Legal Proceedings ................................................................................. 16

Item 5. Other Information ................................................................................. 17

Item 6. Exhibits and Reports on Form 8-K .................................................................. 18

Signatures ..................................................................................................... 19
</TABLE>

<PAGE> 3

PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

NABORS INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 300,080 $ 16,748
Marketable securities 13,782 6,702
Accounts receivable, net 123,671 174,304
Inventory and supplies 25,972 25,740
Prepaid expenses and other current assets 37,795 42,021
----------- -----------
Total current assets 501,300 265,515

Property, plant and equipment, net 1,099,170 1,127,154
Marketable securities 33,833 23,890
Other long-term assets 65,793 33,683
----------- -----------
Total assets $ 1,700,096 $ 1,450,242
----------- -----------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term obligations $ 7,002 $ 11,329
Short-term borrowings 4,640 74,565
Trade accounts payable 39,686 58,534
Accrued liabilities 83,801 85,262
Income taxes payable 14,068 14,668
----------- -----------
Total current liabilities 149,197 244,358

Long-term obligations 537,967 217,034
Other long-term liabilities 46,750 49,182
Deferred income taxes 80,260 72,199
----------- -----------
Total liabilities 814,174 582,773
----------- -----------

Commitments and contingencies

Stockholders' equity:
Preferred stock, par value $.10 per share:
Authorized 10,000 shares; none issued or outstanding -- --
Capital stock, par value $.10 per share:
Authorized common shares 200,000;
issued and outstanding 101,407 and 101,382 10,141 10,138
Authorized Class B shares 8,000; none issued or outstanding -- --
Capital in excess of par value 394,840 394,562
Accumulated other comprehensive income (4,775) (10,983)
Retained earnings 490,533 478,569
Less treasury stock, at cost, 589 common shares (4,817) (4,817)
----------- -----------
Total stockholders' equity 885,922 867,469
----------- -----------
Total liabilities and stockholders' equity $ 1,700,096 $ 1,450,242
----------- -----------
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.

<PAGE> 4

NABORS INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1999 1998
--------- ---------

<S> <C> <C>
Revenues $ 149,692 $ 286,880
Earnings (losses) from affiliates 3,295 (106)
--------- ---------
Total revenues 152,987 286,774
--------- ---------

Operating expenses:
Direct costs 93,300 188,447
General and administrative expenses 16,299 20,105
Depreciation and amortization 21,422 21,203
--------- ---------
Operating expenses 131,021 229,755
--------- ---------

Operating income 21,966 57,019
--------- ---------

Other (expense) income:
Interest expense (5,405) (3,739)
Interest income 1,200 747
Other income, net 1,852 9,992
--------- ---------
Other (expense) income (2,353) 7,000
--------- ---------

Income before income taxes 19,613 64,019
--------- ---------

Income taxes:
Current 3,784 11,065
Deferred 3,865 13,262
--------- ---------
Income taxes 7,649 24,327
--------- ---------

Net income $ 11,964 $ 39,692
--------- ---------

Earnings per share:
Basic $ .12 $ .39
--------- ---------
Diluted $ .12 $ .36
--------- ---------

Weighted average number of shares outstanding:
Basic 100,803 100,805
--------- ---------
Diluted 101,649 113,803
--------- ---------
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.

<PAGE> 5

NABORS INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
CAPITAL ACCUMULATED
CAPITAL STOCK IN EXCESS OTHER TOTAL
--------------------- OF PAR COMPREHENSIVE RETAINED TREASURY STOCKHOLDERS'
SHARES PAR VALUE VALUE INCOME EARNINGS STOCK EQUITY
------- --------- --------- -------- -------- ------- --------

<S> <C> <C> <C> <C> <C> <C> <C>
Balances, December 31, 1997 101,325 $ 10,133 $ 400,120 $ 6,670 $353,581 $(3,164) $767,340
------- -------- --------- -------- -------- ------- --------
Comprehensive income:
Net income 39,692 39,692
Translation adjustment (392) (392)
Unrealized gain on marketable
securities, net 641 641
------- -------- --------- -------- -------- ------- --------
Total comprehensive income -- -- -- 249 39,692 -- 39,941
------- -------- --------- -------- -------- ------- --------

Issuance of common shares for
stock options exercised 33 3 243 246
Tax benefit on stock option
deductions 11,587 11,587
Return and retirement of common
shares held in escrow in
connection with the Adcor merger (53) (5) (995) (1,000)
------- -------- --------- -------- -------- ------- --------
Subtotal (20) (2) 10,835 -- -- -- 10,833
------- -------- --------- -------- -------- ------- --------
Balances, March 31, 1998 101,305 $ 10,131 $ 410,955 $ 6,919 $393,273 $(3,164) $818,114
------- -------- --------- -------- -------- ------- --------

Balances, December 31, 1998 101,382 $ 10,138 $ 394,562 $(10,983) $478,569 $(4,817) $867,469
------- -------- --------- -------- -------- ------- --------
Comprehensive income:
Net income 11,964 11,964
Translation adjustment (899) (899)
Unrealized gain on marketable
securities, net 7,107 7,107
------- -------- --------- -------- -------- ------- --------
Total comprehensive income -- -- -- 6,208 11,964 -- 18,172
------- -------- --------- -------- -------- ------- --------

Issuance of common shares for
stock options exercised 25 3 278 281
------- -------- --------- -------- -------- ------- --------
Subtotal 25 3 278 -- -- -- 281
------- -------- --------- -------- -------- ------- --------
Balances, March 31, 1999 101,407 $ 10,141 $ 394,840 $ (4,775) $490,533 $(4,817) $885,922
------- -------- --------- -------- -------- ------- --------
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.

<PAGE> 6

NABORS INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1999 1998
--------- --------

<S> <C> <C>
Net cash provided by operating activities $ 46,390 $ 78,997
--------- --------

Cash flows from investing activities:
Purchases of marketable securities, trading (4,599) --
Cash received from disposition of long-term assets and businesses 10,942 22,533
Cash paid for acquisitions of business, net -- (719)
Capital expenditures (18,264) (76,280)
--------- --------
Net cash used for investing activities (11,921) (54,466)
--------- --------

Cash flows from financing activities:
Increase in restricted cash (7) (7)
Increase (decrease) in long-term borrowings, net 318,939 (339)
Decrease in short-term borrowings, net (68,925) (29,022)
Common stock transactions 281 246
--------- --------
Net cash provided by (used for) financing activities 250,288 (29,122)
--------- --------

Net increase (decrease) in cash and cash equivalents 284,757 (4,591)

Cash and cash equivalents, beginning of period 16,748 5,623
Cash of affiliates now accounted for under the equity method (1,425) --
--------- --------

Cash and cash equivalents, end of period $ 300,080 $ 1,032
--------- --------
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.

<PAGE> 7

NABORS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

The unaudited condensed consolidated financial statements of Nabors
Industries, Inc. (collectively with its subsidiaries, the "Company") are
prepared in conformity with generally accepted accounting principles ("GAAP"),
but do not purport to be a complete presentation inasmuch as all note
disclosures required by GAAP are not included. Reference is made to the
Company's 1998 Annual Report on Form 10-K for additional note disclosures.

In the opinion of management, the condensed consolidated financial
statements contain all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the financial position of the Company
as of March 31, 1999, and the results of its operations and its cash flows for
the periods ended March 31, 1999 and 1998 in accordance with GAAP. Interim
results for the three months ended March 31, 1999 are not necessarily
indicative of results which will be realized for the full year ending December
31, 1999.

Investment in Affiliates

Beginning January 1, 1999, the Company's investments in several 50%
owned joint ventures have been accounted for using the equity method of
accounting, with the Company's equity in the earnings of these joint ventures
recorded as a component of revenues in the condensed consolidated statements of
income. For periods prior to January 1, 1999, these investments were accounted
for using the proportional consolidation method whereby the Company's pro rata
share of revenues and expenses were recorded as corresponding revenues and
expenses of the Company.

The following table summarizes the effect of the change in accounting
method on the Company's balance sheet as of January 1, 1999:

<TABLE>
<CAPTION>
INCREASE
(DECREASE)
--------
(IN THOUSANDS)

<S> <C>
Current assets $(12,806)
Property, plant and equipment, net (23,684)
Other long-term assets 27,155
--------
Total assets $ (9,335)
--------

Current liabilities $ (7,624)
Long-term obligations (1,711)
--------
Total liabilities $ (9,335)
--------
</TABLE>

Depreciation Change

The Company provides for the depreciation of its drilling rigs using
the units-of-production method, after provision for salvage value. When a rig
is not operating, the Company provides for a depreciation charge using the
straight-line method over an assumed depreciable life of 20 years. Effective
April 1, 1998, the Company changed the estimated depreciable lives of its
operating rigs from 3,800 days to 4,200 days to better reflect the useful lives
of these assets. It is estimated that the effect of this change in accounting
estimate increased net income by less than $.01 per diluted share for the three
months ended March 31, 1999 as compared to the prior year comparable period.

<PAGE> 8

NABORS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Earnings Per Share

Basic earnings per share for all periods presented equals net income
divided by the weighted average number of shares of common stock outstanding
during the period, excluding shares of common stock held in treasury. Diluted
earnings per share for the three months ended March 31, 1998, reflects the
assumed conversion of the aggregate principal amount of the $172.5 million, 5%
Convertible Subordinated Notes due 2006, issued on May 28, 1996 (the "5%
Notes") as conversion in that period would have been dilutive. As a result of
the assumed conversion in that period, net income is adjusted to add back $1.3
million representing interest expense relating to the 5% Notes on an after tax
basis. This adjusted net income is divided by the sum of: (1) the weighted
average number of shares of common stock outstanding used for the basic
computation, (2) the net effect of dilutive stock options and warrants, and (3)
for the three months ended March 31, 1998, 9.5 million shares of common stock
assumed to be issued on conversion of the 5% Notes. The 5% Notes are not
assumed to be converted into common stock for the three months ended March 31,
1999 as this conversion would be anti-dilutive.

NOTE 2 SENIOR UNSECURED NOTES

During March 1999 the Company issued $325.0 million of 6.80% senior
unsecured notes due April 15, 2004 (the "6.80% Notes"). Interest on the 6.80%
Notes is payable semi-annually on April 15 and October 15, commencing on
October 15, 1999. The 6.80% Notes are redeemable in whole or in part, at the
option of the Company at any time, at a redemption price equal to the greater
of (1) 100% of their principal amount or (2) the sum of the present values of
the remaining scheduled payments of principal and interest discounted to the
date of redemption on a semi-annual basis using the comparable treasury
security yield plus 25 basis points together in either case with accrued and
unpaid interest. Certain restrictions have been imposed on the Company as a
result of the issuance of the 6.80% Notes, including limitations on the
incurrence of liens and certain sale-leaseback transactions.

A portion of the proceeds from the issuance of the 6.80% Notes were
used to repay certain short-term and long-term borrowings of the Company and to
purchase rigs and related equipment from Bayard Drilling Technologies, Inc.
("Bayard"), a wholly owned subsidiary of the Company (Footnote 6). The proceeds
from the equipment sale were subsequently used by Bayard to repay certain
Bayard senior debt. The remaining proceeds from the issuance of the 6.80% Notes
will be used for general corporate purposes, including but not limited to,
working capital, investment in subsidiaries, retirement of other indebtedness
if economically prudent and possible future business acquisitions. The Company
has indicated that it is willing to use a portion of the proceeds from the
issuance of the 6.80% Notes to fund Bayard's pending change of control offer
for its 11% Senior Notes due 2005 (the "Bayard Notes"). The Company will do so
only in the event it is able to purchase Bayard assets having a fair market
value equal to amounts required to consummate the offer, subject to the
execution of mutually satisfactory agreements and compliance with applicable
contractual obligations (pursuant to Bayard's indenture governing the Bayard
Notes or otherwise).

NOTE 3 CAPITAL STOCK

During the three months ended March 31, 1999, options to acquire
25,125 shares of common stock were exercised at prices ranging from $6.25 to
$17.00 per share.

NOTE 4 COMMITMENTS AND CONTINGENCIES

Capital Expenditures

As of March 31, 1999, the Company had capital expenditure purchase
commitments outstanding of approximately $5.5 million.

<PAGE> 9

NABORS INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Contingencies

The Company is a defendant or otherwise involved in a number of
lawsuits in the ordinary course of its business. In the opinion of management,
the Company's ultimate liability with respect to these pending lawsuits is not
expected to have a significant or material adverse effect on the Company's
consolidated financial position, results of operations or cash flows.

NOTE 5 SEGMENT INFORMATION

The following table sets forth financial information with respect to
the Company and its reportable segments:

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1999 1998
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Revenues:
Contract drilling $ 143,060 $ 256,357
Manufacturing and logistics(1) 12,024 32,519
Other(2) (2,097) (2,102)
--------- ---------
Total revenues $ 152,987 $ 286,774
--------- ---------

Operating income (loss):
Contract drilling $ 21,284 $ 53,689
Manufacturing and logistics 4,315 6,534
Other(3) (3,633) (3,204)
--------- ---------
Total operating income $ 21,966 $ 57,019
Consolidated interest expense (5,405) (3,739)
Consolidated interest income 1,200 747
Consolidated other income 1,852 9,992
--------- ---------
Consolidated income before income taxes $ 19,613 $ 64,019
--------- ---------
</TABLE>

(1) The revenue reduction during the March 31, 1999 period reflects the change
in accounting for certain 50% owned joint ventures (Footnote 1).

(2) Elimination of inter-segment manufacturing and logistics sales.

(3) Includes the elimination of inter-segment transactions and unallocated
corporate expenses.

NOTE 6 SUBSEQUENT EVENTS

During April 1999, the Company completed its acquisition of Bayard
through the merger of Bayard and a wholly owned, special purpose subsidiary of
the Company. Pursuant to the merger, each of the approximately 18.3 million
shares of Bayard common stock were exchanged for .3375 shares of the Company's
common stock and $.30 per share in cash (approximately 6.17 million shares and
$5.5 million of cash in the aggregate). Approximately $116.0 million of Bayard
debt remained outstanding as an obligation of Bayard immediately following the
merger, which the Company does not intend to guarantee. Approximately $14.3
million of Bayard's senior debt has been paid since the merger pursuant to
contractual requirements. The merger will be accounted for under the purchase
method of accounting. Bayard owns 78 drilling rigs, 62 of which are actively
marketed under an agreement with an affiliate. The majority of the rigs are
located in the mid-continent region of the United States and south Texas with
the balance of the fleet located throughout east Texas and Louisiana. In
addition, Bayard has a significant inventory of new component equipment
including drill pipe, engines and high horsepower mud pumps. Bayard also owns
and operates a sizeable fleet of oilfield hauling equipment.

<PAGE> 10

Report of Independent Accountants

To the Stockholders and Board of Directors
of Nabors Industries, Inc.

We have reviewed the accompanying condensed consolidated balance sheet of
Nabors Industries, Inc. and Subsidiaries as of March 31, 1999 and the related
condensed consolidated statements of income, changes in stockholders' equity
and cash flows for the three month periods ended March 31, 1999 and 1998. These
financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the condensed financial statements for them to be in conformity with
generally accepted accounting principles.

We previously audited in accordance with generally accepted auditing standards,
the consolidated balance sheet as of December 31, 1998, and the related
consolidated statements of income, changes in stockholders' equity and of cash
flows for the year then ended (not presented herein), and in our report dated
February 2, 1999 we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December 31, 1998 is
fairly stated in all material respects in relationship to the consolidated
balance sheet from which it has been derived.

PricewaterhouseCoopers LLP

Houston, Texas
April 21, 1999

<PAGE> 11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998

Company revenues for the first quarter of fiscal 1999 (the "Current
Quarter") totaled $153.0 million, representing a decrease of $133.8 million, or
47%, as compared to the prior year period. Current Quarter operating income and
net income totaled $22.0 million and $12.0 million ($.12 per diluted share),
respectively, representing a decrease of 61% and 70% compared to the prior year
period.

The significant decline in crude oil prices that began during the
fourth quarter of 1997 has resulted in the continued reduction in the demand for
drilling and workover services in substantially all of the Company's areas of
operation. The decline in oil prices stemmed from a reduction in demand growth
rates brought about by the Asian recession and three consecutively warmer than
normal winters in North America. Additionally, the supply of crude oil increased
as a result of increased production quotas by the Organization of Petroleum
Exporting Countries (OPEC) and renewed production by Iraq. The resulting excess
supply of crude oil caused significant declines in crude oil prices throughout
1998. During the fourth quarter of 1998, crude oil prices averaged $12.90 per
barrel, representing historically low inflation adjusted levels. Although crude
oil prices showed some improvement by the end of the Current Quarter, the
Current Quarter average was only $13.14 per barrel. Natural gas prices were also
lower than the prior year comparable period as warmer than normal winters in
North America during 1997, 1998 and 1999 weakened demand. The reduced prices for
oil and gas led to sharp declines in the demand for drilling and workover
services on a worldwide basis, as oil and gas companies significantly reduced
capital spending for exploration, development and production activities. The
total active US land rig count has continued to decline throughout the Current
Quarter, reaching historically low levels by quarter end. These factors have
resulted in a reduction in the Company's rig utilization and rig dayrates as
compared to the prior year period.

Recently, oil production cuts by OPEC have strengthened crude oil
prices. North American natural gas prices have also improved as a result of
steady demand coupled with reduced supply resulting from depletion and reduced
drilling activity. However, the near-term outlook for drilling activity remains
uncertain and these increases have not translated into increases in rig
utilization and profitability. As a result of seasonal slowdowns for the
Canadian operation and the trailing effects of rigs that were idled in Alaska
during the Current Quarter, revenues and profitability for these operating
areas will be lower during the second quarter of 1999. Additionally, any
further deterioration of the current market may result in lower rig activity
and rig dayrates in all of the Company's areas of operation. As a result,
revenues and profitability are not expected to improve in the near future.

The following tables set forth certain financial information with
respect to the Company's operating segments, the Company's rig activity and
certain industry data:

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1999 1998 INCREASE (DECREASE)
--------- --------- --------------------
(IN THOUSANDS, EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C>
Revenues:
Contract drilling $ 143,060 $ 256,357 $(113,297) (44%)
Manufacturing and logistics 12,024 32,519 (20,495) (63%)
Other(1) (2,097) (2,102) 5 0%
--------- --------- ---------
Total revenues $ 152,987 $ 286,774 $(133,787) (47%)
--------- --------- ---------

Operating income (loss):
Contract drilling $ 21,284 $ 53,689 $ (32,405) (60%)
Manufacturing and logistics 4,315 6,534 (2,219) (34%)
Other(1) (3,633) (3,204) (429) (13%)
--------- --------- ---------
Total operating income $ 21,966 $ 57,019 $ (35,053) (61%)
--------- --------- ---------
</TABLE>

<PAGE> 12

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1999 1998 INCREASE (DECREASE)
-------- -------- -------------------

<S> <C> <C> <C> <C>
Rig activity(2):
Rig years(3) 133.9 246.4 (113) (46%)
Rig utilization 32% 59% (27%) (46%)

Industry data:
Average West Texas
intermediate crude oil
spot ($/bbl)(4) 13.14 15.95 (2.81) (18%)
Average US natural gas
spot ($/mcf)(4) 1.74 2.11 (0.37) (18%)
Average US land rig
count(5) 433 809 (376) (46%)
Average International
land rig count(5) 417 543 (126) (23%)
</TABLE>

(1) Includes the elimination of inter-segment transactions and unallocated
corporate expenses.

(2) Excludes labor contracts and Gibson workover and well servicing rigs, which
were sold in January 1998.

(3) Rig years represents a measure of the number of equivalent rigs operating
during a given period. For example, one rig operating 182.5 days during a
365-day period represents 0.5 rig years.

(4) Source: Bloomberg

(5) Source: Baker Hughes

Contract Drilling. Contract drilling revenues totaled $143.1 million
during the Current Quarter, representing a decrease of 44% compared with the
prior year period. Equivalent rig years decreased to 133.9 years during the
Current Quarter from an average of 246.4 years during the prior year period.
Substantially all of the Company's contract drilling operations experienced
declines in drilling activity as compared to the prior year as a result of
lower demand for drilling and workover services caused by lower crude oil and
natural gas prices.

Alaskan revenues were lower than the prior year period as a result of
lower equivalent rig years and lower average dayrates. A number of rig
contracts were not renewed during the Current Quarter as a result of the
prevailing market conditions. This reduction in drilling activity was partially
offset by the contribution of two newly constructed 1,000 horsepower redrilling
and recompletion drilling rigs, 7ES and 9ES, which commenced five-year
contracts during the fourth quarter of 1998.

Canadian revenues were significantly lower than the prior year period
as a result of lower equivalent rig years and dayrates associated with the
reduced demand for drilling services. The Canadian operation rig fleet
increased as compared to the prior year period as a result of the purchase of
seven rigs from Can-Tex Drilling and Exploration Ltd. during the second quarter
of 1998.

US Lower 48 revenues decreased significantly as this operation
continues to be the most severely impacted by current market conditions. The
decline in active rigs has been more prevalent for the Company's shallower
mechanical rig fleet, however, all rig categories have been adversely impacted.
Dayrates for all classes of rigs have decreased compared to the prior year
period. The impact of reduced activity levels and lower dayrates on US Lower 48
margins was somewhat mitigated as an increased percentage of the Company's
working rigs were deep drilling, silicon-controlled rectifier rigs, which
typically command higher dayrates than shallower mechanical rigs.

International operation revenues decreased from the prior year period
as a result of reduced drilling activity in the Middle East and South America.
Middle Eastern revenues declined as a result of significant reductions in
drilling activity in Saudi Arabia. South American revenues were down from the
prior year as a result of lower equivalent rig years in Venezuela and Colombia.
These decreases were partially offset by the contribution of four rigs that
commenced operations in Bolivia during the second half of 1998.

<PAGE> 13

Offshore revenues decreased as a result of a significant decline in
workover activity in the Gulf of Mexico. The Company's platform workover rigs
and jack up workover rigs experienced fewer operating days and lower dayrates
as a result of the decrease in demand. Revenues for the Company's platform
drilling rigs operating in the Gulf of Mexico were relatively flat as compared
to the prior year period. Internationally, platform workover revenues increased
as a result of the redeployment of three Super Sundowner(R) rigs, which began
operations offshore Mexico during the fourth quarter of 1998.

Manufacturing and logistics. Manufacturing and logistics revenues were
$12.0 million during the Current Quarter compared with $32.5 million during the
prior year period, representing a 63% decrease. This decrease was primarily
attributable to a change in the method of accounting for the Company's
investments in several 50% owned joint ventures. Beginning January 1, 1999,
these joint ventures have been accounted for using the equity method of
accounting, with the Company's equity in the earnings of the joint ventures
recorded as a component of revenues in the condensed consolidated statements of
income. During the prior year period, these investments were accounted for
using the proportional consolidation method whereby the Company's pro rata
share of revenues and expenses were recorded as corresponding revenues and
expenses of the Company. This change in accounting method resulted in a
decrease in revenues in the Current Quarter despite the operating results for
Peak Oilfield Services, the Company's Alaskan construction and logistics joint
venture, remaining relatively unchanged from the prior year period. Canrig
revenues were lower than the prior year period as a result of decreased
portable top drive sales associated with the current depressed market
conditions. This decrease was somewhat mitigated, however, by the introduction
of a top drive rental fleet throughout 1998. Revenues for Epoch, the Company's
drilling operation software and instrumentation provider were also lower than
the prior year as a result of decreased industry activity.

The following table sets forth selected consolidated financial
information of the Company expressed as a percentage of total operating
revenues excluding earnings (losses) from affiliates:

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1999 1998
----- -----

<S> <C> <C>
Revenues 100.0% 100.0%
----- -----

Operating expenses:
Direct costs 62.3% 65.7%
General and administrative expenses 10.9% 7.0%
Depreciation and amortization 14.3% 7.4%
----- -----
Operating expenses 87.5% 80.1%
----- -----

Operating income 12.5% 19.9%

Other (expense) income (1.6%) 2.5%
----- -----

Income before income taxes 10.9% 22.4%

Income taxes 5.1% 8.5%
----- -----

Net income 5.8% 13.9%
----- -----
</TABLE>

Direct costs as a percentage of revenues decreased to 62.3% during the
Current Quarter as compared to 65.7% during the prior year. The resulting
increase in the gross margin percentage during the Current Quarter is the
result of an increased percentage of the Company's revenues being generated by
the Company's more profitable areas of operation. Although average dayrates are
lower than in the prior year period for many of the Company's operating areas,
a lower percentage of the Company's revenues were derived from the US Lower 48
operation during the Current Quarter. Contracts in the US Lower 48 generally
earn a lower gross margin percentage than Alaska, international and offshore
contracts. Additionally, the change in the method of accounting for the
Company's investments in several joint ventures increased the gross margin
percentage as the Company's equity in the earnings of the joint ventures is now
recorded as revenue. General and administrative expenses as a percentage of
revenues increased during the Current Quarter due to the decline in the
Company's revenues, as these expenses were spread over a smaller revenue base.
The Company has effected significant reductions in overhead costs in light of
the current market environment. Depreciation expense as a percentage of
revenues increased during the Current Quarter as a result of the decrease in
revenues, significant capital expenditures and a number of acquisitions
completed during 1998.

<PAGE> 14

Interest expense increased during the Current Quarter as a result of
increased short-term borrowings during the period as well as the March 1999
issuance of $325.0 million of 6.80% senior unsecured notes due April 15, 2004
(the "6.80% Notes"). Interest income increased during the Current Quarter as a
result of interest earned on the remaining proceeds from the 6.80% Notes.

Other income decreased during the Current Quarter as compared to the
prior year. During the Current Quarter, other income consisted primarily of
unrealized holding gains recognized on investments in marketable equity
securities. During the prior year, gains were recognized on the January 1998
sale of J.W. Gibson, the Company's land workover and well servicing operation.

The effective tax rate during the Current Quarter was 39%, as compared
to an effective tax rate of 38% for the prior year period.

LIQUIDITY AND CAPITAL RESOURCES

Despite the current market conditions, the Company generates
significant cash from operations. The Company also has substantial borrowing
capacity under various credit facility arrangements. Additionally, the Company
has access to public debt and equity capital markets. The Company's senior
unsecured debt rating as provided by Moody's Investor Service and Standard &
Poor's is "A3" and "BBB+", respectively.

During March 1999 the Company issued the 6.80% Notes. Interest on the
6.80% Notes is payable semi-annually on April 15 and October 15, commencing on
October 15, 1999. The 6.80% Notes are redeemable in whole or in part, at the
option of the Company at any time, at a redemption price equal to the greater
of (1) 100% of their principal amount or (2) the sum of the present values of
the remaining scheduled payments of principal and interest discounted to the
date of redemption on a semi-annual basis using the comparable treasury
security yield plus 25 basis points together in either case with accrued and
unpaid interest. Certain restrictions have been imposed on the Company as a
result of the issuance of the 6.80% Notes, including limitations on the
incurrence of liens and certain sale-leaseback transactions.

The Company had working capital of $352.1 million as of March 31,
1999, representing a $330.95 million increase as compared to December 31, 1998.
The increase in working capital is primarily attributable to the significant
increase in cash, representing the remaining proceeds from the issuance of the
6.80% Notes. Additionally, proceeds from the 6.80% Notes were used to
significantly reduce short-term borrowings as compared to December 31, 1998.
The balances of accounts receivable and accounts payable have decreased as
compared to December 31, 1998 as a result of the decline in drilling activity.
Other long-term assets increased as a result of the change in the method of
accounting for the Company's investments in several joint ventures (Footnote
1). The Company's long-term obligations increased as a result of the issuance
of the 6.80% Notes. As a result of the issuance of the 6.80% Notes, the
Company's ratio of funded debt to funded debt plus stockholders' equity,
commonly referred to as the debt to capital ratio, was 0.38:1 as of March 31,
1999 as compared to 0.26:1 as of December 31, 1998.

Net cash provided by operating activities totaled $46.4 million during
the Current Quarter, compared to $79.0 million during the prior year period.
During the Current Quarter and prior year period, net income was increased for
non-cash items such as depreciation and deferred taxes and cash was provided
from changes in the Company's working capital accounts.

<PAGE> 15

Net cash used for investing activities totaled $11.9 million during
the Current Quarter compared to $54.5 million during the prior year period.
Cash used for capital expenditures represented the primary use of cash during
both the Current Quarter and the prior year period. During the Current Quarter
and prior year period, cash was provided from the disposition of long-term
assets and business.

Financing activities provided cash totaling $250.3 million during the
Current Quarter, but used cash of $29.1 million during the prior year period.
During the Current Quarter, cash was provided by the issuance of the 6.80%
Notes. During the Current Quarter and prior year period, cash was used to
reduce short-term borrowings.

The Company's cash and cash equivalents and investments in short-term
marketable securities totaled $313.9 million as of March 31, 1999. In addition,
the Company had long-term investments in marketable securities of $33.8
million. The Company currently has credit facility arrangements with various
banks with total availability of $253.4 million. As of March 31, 1999,
remaining availability, after borrowings on the facilities and outstanding
letters of credit, totaled approximately $234.3 million.

The Company may also offer and sell up to $25.0 million in debt
securities, preferred stock, common stock, depository shares or warrants
pursuant to an effective universal shelf registration statement on file with
the Securities and Exchange Commission.

As of March 31, 1999, the Company had capital expenditure purchase
commitments outstanding of approximately $5.5 million.

During January 1999, the Company executed a definitive merger
agreement with Pool Energy Services Co. ("Pool"), pursuant to which each of the
approximately 18.9 million shares of Pool common stock not owned by the Company
prior to the merger will be exchanged for 1.025 shares of the Company's common
stock (approximately 19.4 million shares). As of December 31, 1998, Pool had
approximately $173.5 million of long-term debt that will remain an obligation
of Pool after the acquisition. The merger, which is subject to the approval of
Pool's shareholder's, the customary regulatory approvals and other closing
conditions, will be accounted for under the purchase method of accounting and
is expected to close during the third quarter of 1999. As of December 31, 1998
Pool operated 29 land drilling rigs, 27 offshore rigs in the Gulf of Mexico and
783 workover rigs in the Unites States. As of December 31, 1998 Pool also owned
24 offshore support vessels, more than 300 fluid hauling trucks and a large
quantity of fluid storage tanks.

Projected capital expenditures for 1999 are expected to reflect
substantial reductions in cash spending as a result of current market
conditions. The Company has historically completed a number of acquisitions and
will continue to evaluate opportunities to acquire assets or businesses to
enhance the Company's core operations. Such capital expenditures and
acquisitions are at the discretion of the Company and will depend on
management's view of market conditions and other factors.

The current cash and cash equivalents, short-term investments, credit
facility position, and projected cash flow generated from current operations,
are expected to adequately finance the Company's sustaining capital and debt
service requirements for the next twelve months.

<PAGE> 16

OTHER MATTERS

YEAR 2000 ISSUE AND COMPLIANCE PROGRAM

Background - The Year 2000 problem ("Y2K") refers to the fact that a
number of computers, computer programs and other equipment with embedded chips
or processors (referred to collectively as "Systems") in use today, use two
digits rather than four digits to define the applicable year. Any Systems that
are date sensitive may recognize a date of "00" as the year 1900 rather than
the year 2000. This could result in miscalculations or System failures causing
disruptions of operations, as well as potentially exposing the Company to third
party liability.

Y2K Compliance Program - The Company has initiated a Y2K compliance
program to ensure that all of the critical Systems and processes that are under
its direct control remain functional. The Company has organized a task force of
key employees and engaged an outside consultant to assist in the management of
its Y2K compliance program. The Company's Y2K compliance program focuses on the
Company's Systems as well as the Systems of key third party service providers,
product suppliers and customers. The first phase of the program consisted of
inventorying or identifying all Systems. The identified Systems are being
prioritized and all critical Systems are being assessed for Y2K compliance as
part of the second phase of the program. In the third phase, Systems have been
or will be remediated or replaced as necessary and contingency plans will be
developed if deemed appropriate. The fourth phase involves testing all critical
systems to ensure Y2K compliance. The Company has substantially completed the
inventory and assessment phases of the program and is moving forward with the
remediation and testing phases as necessary. The Company anticipates the entire
program being completed well in advance of the year 2000.

Critical Systems - The Systems that are critical to the Company's
operations include both its accounting and administrative Systems and its
operational Systems. Upgrades to a number of the Company's accounting and
administrative Systems in the ordinary course of business have had the added
benefit of resolving certain Y2K compliance issues. Accordingly, the Company
believes its critical accounting and administrative Systems, which consists
primarily of computer hardware and software, to be substantially Y2K compliant.
The Company's critical operational Systems consist primarily of Systems in use
on the Company's drilling rigs. The Company has completed an inventory of each
drilling rig's critical Systems and has substantially completed assessing these
Systems for Y2K compliance. The Company's mechanical rigs appear to be Y2K
compliant. Currently, the Company is not in a position to reasonably predict
the likely worst case Y2K scenario for its SCR drilling rigs, but expects to be
able to do so following the completion of its drilling rig assessment on or
about June 30, 1999.

Nabors Products - Two of the Company's subsidiaries manufacture and
sell software, instrumentation and top drive systems to affiliates and third
parties. Manufacturers may have added exposure to third parties that can be
mitigated, in part, by early notification and remediation. Epoch has thoroughly
investigated its hardware and software products for Y2K compliance. With the
exception of PERC versions 4.0 and earlier, and DRS for DOS, all are Y2K
compliant. Epoch has upgrades available for both of the non-compliant products
that will make them Y2K compliant and provide additional benefits for customers.
Epoch has alerted all customers who purchased non-compliant products as to the
potential problems, and has offered to sell them the upgrades. Most of the
customers have upgraded or agreed to upgrade. The remaining customers either
have determined not to upgrade or are still assessing their systems. Canrig has
identified four embedded chips in its top drives and has contacted the
manufacturers of the chips. The manufacturers all have certified that the chips
are Y2K compliant. In operating the top drives, no dates are entered and no
calculations are made utilizing dates. The Company is attempting to determine
whether any test can be used to validate the manufacturers' certifications.

Key Third Parties - Third parties that are key to the Company's
operations include suppliers that provide capital equipment and other supplies
and services essential to the operation of the Company's drilling rigs or
business, and customers that provide a source of revenue and cash flow to the
Company. Any significant Y2K disruptions of the Company's key suppliers and
customers could adversely impact the Company's financial condition, results of
operations or cash flows. The Company is directly contacting key suppliers and
customers and is reviewing published information of various suppliers to
determine the state of their Y2K readiness. Because the Company must rely on
representations made by key third parties with respect to their state of Y2K
readiness, it cannot guarantee that all of the Systems of key third parties
that are relied upon by the Company will remain functional. The Company has
substantially completed identifying and contacting all key third parties with
respect to their Y2K readiness.

<PAGE> 17

Costs - To date, the incremental costs incurred by the Company that
relate solely to the Y2K compliance program have not been and are not expected
to be material. These costs are exclusive of upgrades made to the Company's
Systems in the ordinary course of business and consist primarily of fees paid
to an outside consultant and internal employee time. The Company does not
separately track the internal costs incurred for the Y2K project, which consist
primarily of payroll and related costs associated with employee time. Based
upon the Company's current assessments, the costs to complete the Company's Y2K
compliance program will not have a material effect on the Company's financial
condition, results of operations or cash flows. All current and future costs
related to the Company's Y2K compliance program have been and are expected to
be funded with cash generated from the Company's operations.

Risks - There are numerous uncertainties that make the ultimate impact
of Y2K disruptions in the United States or other countries where the Company
operates difficult to predict. While the Company will obtain representations
from key third parties with respect to their Y2K readiness, there will be
certain Systems or processes relied on by the Company that are outside of the
Company's control. The failure by key third parties to correct their Y2K issues
could adversely effect the Company. Additionally, the Company could be
unsuccessful in identifying and remediating or replacing all of its
non-compliant Systems, and as such, the Company's financial condition, results
of operations and cash flows could be materially impacted. While the Company
does not currently anticipate any catastrophic System failures, no assurances
can be made that such failures will not ultimately occur.

Contingency Plans - If during the course of the Company's assessment
of its critical Systems, it is determined that the risk of Y2K disruptions is
significant, contingency plans will be developed as appropriate. Such plans
might include the use of alternative service providers or product suppliers.
Currently, the Company does not have any contingency plans in place based on
current Y2K readiness assessments.

FORWARD-LOOKING STATEMENTS

The statements in this document that relate to matters that are not
historical facts are "forward-looking statements" within the meaning of Section
27A of the Securities Exchange Act of 1934. When used in this document, words
such as "anticipate", "believe", "expect", "plan", "intend", "estimate",
"project", "will", "could", "may", "predict" and similar expressions are
intended to identify forward-looking statements. Future events and actual
results may differ materially from the results set forth or implied in the
forward-looking statements. Factors that might cause such a difference include:

o fluctuations in worldwide prices of oil and natural gas and demand
for oil and natural gas;

o fluctuations in levels of oil and gas exploration and development
activities;

o fluctuations in the demand for contract drilling services;

o the existence of competitors, technological changes and
developments in the industry;

o the existence of operating risks inherent in the contract drilling
industry;

o the existence of regulatory uncertainties;

o the possibility of political instability in any of the countries in
which Nabors does business; and

o year 2000 issues and general economic conditions.

The Company's businesses depend, to a large degree, on the level of
spending by oil and gas companies for exploration, development and production
activities. Therefore, a sustained increase or decrease in the price of oil or
natural gas, which could have a material impact on exploration, development and
production activities, also could materially affect the Company's financial
condition, results of operations and cash flows.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On April 7, 1999, Nabors Industries, Inc. completed the acquisition of
Bayard Drilling Technologies, Inc., a Delaware corporation. Following the
acquisition, Bayard has continued its existence as a wholly owned subsidiary of
Nabors, and Nabors has not undertaken to guarantee any liabilities or
obligations of Bayard. At the time of the acquisition, Bayard was party to the
following legal proceedings:

A purported class action lawsuit is pending against Bayard, certain
directors and officers of Bayard, the managing underwriters of Bayard's initial
public offering, and certain former stockholders of Bayard, alleging violations
of federal

<PAGE> 18

securities laws in connection with its initial public offering. The lawsuit,
Yuan v. Bayard Drilling Technologies, Inc., et al. ("Yuan"), was filed on
February 3, 1998 in the United States District Court for the Western District
of Oklahoma. The principal plaintiff in Yuan is Tom Yuan. The defendants in
this case include Bayard, Chesapeake, Energy Spectrum LLC, certain former
directors and officers of Bayard (James E. Brown, David E. Grose, Carl B.
Anderson, III, Merrill A. Miller, Jr., Sidney L. Tassin, Lew O. Ward and Mike
Mullen), Roy T. Oliver and the underwriters in the offering (Donaldson, Lufkin
& Jenrette Securities Corporation, Lehman Brothers, Inc., Prudential
Securities, Inc., Rauscher Pierce Refsnes, Inc. (a predecessor to Dain Rauscher
Incorporated) and Raymond James & Associates, Inc.).

The plaintiffs in this lawsuit purport to sue on their own behalf and
on behalf of all persons who purchased shares of Bayard common stock on or
traceable to the initial public offering. In the lawsuit, plaintiffs allege
claims against all defendants under the Securities Act of 1933. The plaintiffs
allege that the registration statement and prospectus for Bayard's initial
public offering contained materially false and misleading information and
omitted material facts. In particular, the plaintiffs allege that such
registration statement and prospectus failed to disclose financial difficulties
of Chesapeake, Bayard's largest customer, and the effects of such difficulties
on Chesapeake's ability to continue to provide Bayard with substantial drilling
contracts. The complaint further alleges that Bayard failed to disclose
pre-offering negotiations with R. T. Oliver Drilling, Inc., whom the plaintiffs
allege was a related party, for the purchase of drilling rigs. In addition, the
complaint alleges that Bayard failed to disclose that its growth strategy
required costly refurbishment of older drilling rigs that would dramatically
increase Bayard's costs, which could not be sustained by internally generated
cash flows. Plaintiffs are seeking rescission and damages.

Two other related suits, Khan v. Bayard Drilling Technologies, Inc.,
et al. ("Khan") and Burkett v. Bayard Drilling Technologies, Inc., et al.
("Burkett"), were filed in District Court in and for Oklahoma County, State of
Oklahoma on January 14, 1998 and February 2, 1998, respectively, and alleged
essentially the same claims as Yuan. These suits were consolidated with Yuan,
and the plaintiffs in Khan and Burkett, along with others, have been appointed
as lead plaintiffs in the Yuan federal court suit. An amended consolidated
complaint was filed on July 30, 1998 and a motion to dismiss has been filed by
Bayard and the other defendants and is currently pending before the court.

Nabors and Bayard believe the allegations in the lawsuits referenced
above are without merit and Bayard is defending vigorously the claims brought
against it. Neither Nabors nor Bayard is able, however, to predict the outcome
of these lawsuits or the costs to be incurred in connection with their defense
and there can be no assurance that this litigation will be resolved in Bayard's
favor. An adverse result or prolonged litigation could have a material adverse
effect on the financial position or results of operations of Bayard.

Nabors and its subsidiaries are defendants or otherwise involved in a
number of other lawsuits in the ordinary course of their business. In the
opinion of management, Nabors' ultimate liability with respect to these pending
lawsuits is not expected to have a significant or material adverse effect on
the Nabors' consolidated financial position or results of operations.

ITEM 5. OTHER INFORMATION

Bayard Acquisition and Change of Control Offer

As discussed above under Part II, Item 1, Nabors acquired Bayard on
April 7, 1999, but Bayard remains a separate corporation, and Nabors has not
undertaken to guarantee any of the liabilities or obligations of Bayard. As a
result of the change of control of Bayard, pursuant to the terms of an
outstanding indenture, on May 7, 1999 Bayard made an offer to purchase all of
$100.0 million aggregate principal amount of its 11% Senior Notes due 2005 at a
purchase price of 101% of such principal amount plus accrued and unpaid
interest. In the offer, Bayard disclosed that it does not expect to have funds
available to make the upcoming June 30 interest payment on its 11% notes and
that it must make arrangements to procure the funds necessary to complete the
change of control offer.

Nabors is not obligated to fund payments required to be made in the
offer by Bayard. Nabors has funds sufficient to fund the offer by Bayard, and is
prepared to do so, but only in the event it is able to purchase Bayard assets
having a fair market value equal to the amounts required to consummate the
offer, and will also be subject to the execution of mutually satisfactory
agreements and compliance with applicable contractual obligations of Bayard
(pursuant to Bayard's indenture or otherwise). Except as set forth above, Nabors
is not prepared (1) to advance or make funds available to Bayard to meet any
Bayard financial obligations, including making funds available on any 11% notes
after expiration of the offer and payment on notes tendered in the offer, making
funds available for the June 30, 1999 interest payment on Bayard's 11% notes or

<PAGE> 19

otherwise making funds available to Bayard, or (2) to assume any of Bayard's
debt obligations or other liabilities. Nabors reserves the right to change this
position, in its sole and absolute discretion.

In the event Bayard is unable to fund the offer or to make the June 30
interest payment, it will be in default under its indenture. A default under the
Bayard indenture could trigger cross defaults under Bayard's other outstanding
obligations, and could result in Bayard and its subsidiaries making a voluntary
or involuntary bankruptcy filing. Neither a default under the Bayard indenture
nor a bankruptcy filing by Bayard and its subsidiaries is expected to trigger
any cross defaults under debt obligations of Nabors and its other subsidiaries
or otherwise to have a material adverse effect on the Nabors' consolidated
financial position or results of operations.

Pool Acquisition

As of January 10, 1999, Nabors and a special purpose subsidiary of
Nabors entered into an agreement and plan of merger with Pool Energy Services
Co. The merger remains subject to certain closing conditions, including the
approval of the holders of at least two-thirds of the outstanding common stock
of Pool, the registration with the Securities and Exchange Commission of the
shares of Nabors common stock to be issued in the merger and the expiration or
termination of the applicable waiting period under the Hart-Scott Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"). Nabors and Pool
each has received a second request letter from the Department of Justice with
respect to their pre-merger filings under the HSR Act, and are working to
comply with the letters. Subject to satisfaction of these and other conditions
to closing set forth in the merger agreement, Nabors expects the transaction to
close during the third quarter of 1999. However, there can be no assurance that
these conditions will be met within the time periods provided in the merger
agreement or that the transaction will be consummated.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

11 Statement re: Computation of Per Share Earnings

15.1 Awareness Letter of Independent Accountants

27 Financial Data Schedule

99.1 Indenture (the "Bayard Indenture") dated as of June 26, 1998
among Bayard, the guarantors named therein and U.S. Trust
company of Texas, N.A. with respect to $100,000,000 aggregate
principal amount of 11% Senior Notes due 2005.

99.2 First Supplemental Indenture dated as of April 7, 1999 to the
Bayard Indenture.

(b) Reports on Form 8-K

o Report on Form 8-K filed with the Commission on January 11,
1999 with regard to the signing of a definitive merger
agreement with Pool Energy Services Co.

o Report on Form 8-K filed with the Commission on February 3,
1999 with regard to Nabors Industries, Inc.'s earnings
release for the quarter ended December 31, 1998.

o Report on Form 8-K filed with the Commission on March 1, 1999
with regard to Bayard Drilling Technologies, Inc.'s earnings
release for the quarter ended December 31, 1998, Bayard's
financial statements and Nabors' Year 2000 Compliance
Program.

o Report on Form 8-K filed with the Commission on April 22,
1999 with regard to the acquisition of Bayard Drilling
Technologies, Inc.

<PAGE> 20

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

NABORS INDUSTRIES, INC.

/s/ Anthony G. Petrello
-----------------------------------------
Anthony G. Petrello
President and Chief Operating Officer

/s/ Bruce P. Koch
-----------------------------------------
Bruce P. Koch
Vice President - Finance (principal financial
and accounting officer)

Dated: May 17, 1999

<PAGE> 21

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

<S> <C>
11 Statement re: Computation of Per Share Earnings

15.1 Awareness Letter of Independent Accountants

27 Financial Data Schedule

99.1 Indenture (the "Bayard Indenture") dated as of June 26,
1998 among Bayard, the guarantors named therein and U.S.
Trust company of Texas, N.A. with respect to $100,000,000
aggregate principal amount of 11% Senior Notes due 2005.

99.2 First Supplemental Indenture dated as of April 7, 1999 to
the Bayard Indenture.
</TABLE>

<PAGE> 1

EXHIBIT 11
NABORS INDUSTRIES, INC. AND SUBSIDIARIES

COMPUTATION OF PER SHARE EARNINGS
(In thousands, except per share amounts)

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1999 1998
-------- --------

<S> <C> <C>
Basic:
Weighted average number of shares outstanding 100,803 100,805
-------- --------
Net income $ 11,964 $ 39,692
-------- --------
Per share amount $ .12 $ .39
-------- --------

Diluted:
Weighted average number of shares outstanding 100,803 100,805
Net effect of dilutive stock options and warrants-based
on the treasury stock method using
average market price 846 3,481
Assumed conversion of 5% convertible notes(1) -- 9,517
-------- --------
Total 101,649 113,803
-------- --------
Net income $ 11,964 $ 39,692
Add 5% convertible note interest, net
of tax effect(1) -- 1,348
-------- --------
Total $ 11,964 $ 41,040
-------- --------
Per share amount $ .12 $ .36
-------- --------
</TABLE>

(1) The 5% convertible notes are not assumed to be converted into common
stock for the three months ended March 31, 1999 as this conversion would
be anti-dilutive.

<PAGE> 1

EXHIBIT 15.1

PricewaterhouseCoopers LLP Awareness Letter

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Nabors Industries, Inc. and Subsidiaries
Registration Statements on Form S-8 and Form S-3

We are aware that our report dated April 21, 1999 on our review of the interim
condensed consolidated financial information of Nabors Industries, Inc. and
Subsidiaries for the three months ended March 31, 1999 and included in this Form
10-Q is incorporated by reference in the Company's registration statements on
Form S-8 (Registration Numbers 333-76077, 333-57129, 333-11313, 33-87324,
33-87322, 33-47521, 33-45097 and 33-39316) and on Form S-3 (Registration Numbers
333-20501 and 333-25233). Pursuant to Rule 436 (c) under the Securities Act of
1933, this report should not be considered a part of the registration statement
prepared or certified by us within the meanings of Section 7 and 11 of the Act.

PricewaterhouseCoopers LLP

Houston, Texas
May 17, 1999

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 300,080
<SECURITIES> 13,782
<RECEIVABLES> 126,915
<ALLOWANCES> 3,244
<INVENTORY> 25,972
<CURRENT-ASSETS> 501,300
<PP&E> 1,507,800
<DEPRECIATION> 408,630
<TOTAL-ASSETS> 1,700,096
<CURRENT-LIABILITIES> 149,197
<BONDS> 537,967
0
0
<COMMON> 10,141
<OTHER-SE> 875,781
<TOTAL-LIABILITY-AND-EQUITY> 1,700,096
<SALES> 149,692
<TOTAL-REVENUES> 152,987
<CGS> 93,300
<TOTAL-COSTS> 93,300
<OTHER-EXPENSES> 37,721
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,405
<INCOME-PRETAX> 19,613
<INCOME-TAX> 7,649
<INCOME-CONTINUING> 11,964
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,964
<EPS-PRIMARY> .12
<EPS-DILUTED> .12

</TABLE>

<PAGE> 1
EXHIBIT 99.1

BAYARD DRILLING TECHNOLOGIES, INC.

AND

GUARANTORS

$100,000,000
11% Senior Notes due 2005

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

INDENTURE

Dated as of June 26, 1998

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

U. S. TRUST COMPANY OF TEXAS, N.A.
Trustee
<PAGE> 2
CROSS-REFERENCE TABLE
Reconciliation and fee between The Trust Indenture Act, as amended,
and the Indenture dated as of June 26, 1998.

<TABLE>
<CAPTION>
TIA Indenture
Section Section
------- -------
<S> <C>
310(a)(1) . . . . . . . . . . . . . . . . . . 7.10
(a)(2) . . . . . . . . . . . . . . . . . . . 7.10
(a)(3) . . . . . . . . . . . . . . . . . . . N.A.
(a)(4) . . . . . . . . . . . . . . . . . . . N.A.
(a)(5) . . . . . . . . . . . . . . . . . . . 7.10
(b) . . . . . . . . . . . . . . . . . . . . . 7.08; 7.10
(c) . . . . . . . . . . . . . . . . . . . . . N.A.
311(a) . . . . . . . . . . . . . . . . . . . 7.11
(b) . . . . . . . . . . . . . . . . . . . . . 7.11
(c) . . . . . . . . . . . . . . . . . . . . . N.A.
312(a) . . . . . . . . . . . . . . . . . . . 2.07
(b) . . . . . . . . . . . . . . . . . . . . . 12.06
(c) . . . . . . . . . . . . . . . . . . . . . 12.06
313(a) . . . . . . . . . . . . . . . . . . . 7.06
(b)(1) . . . . . . . . . . . . . . . . . . . N.A.
(b)(2) . . . . . . . . . . . . . . . . . . . 7.06
(c) . . . . . . . . . . . . . . . . . . . . . 7.06, 12.05
(d) . . . . . . . . . . . . . . . . . . . . . 7.06
314(a) . . . . . . . . . . . . . . . . . . . 4.02; 4.20; 12.08
(b) . . . . . . . . . . . . . . . . . . . . . N.A.
(c)(1) . . . . . . . . . . . . . . . . . . . 12.01, 12.02
(c)(2) . . . . . . . . . . . . . . . . . . . 12.01; 12.02
(c)(3) . . . . . . . . . . . . . . . . . . . N.A.
(d) . . . . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . . . . 12.02
(f) . . . . . . . . . . . . . . . . . . . . . N.A.
315(a) . . . . . . . . . . . . . . . . . . . 7.01
(b) . . . . . . . . . . . . . . . . . . . . . 7.05; 11.02
(c) . . . . . . . . . . . . . . . . . . . . . 7.01
(d) . . . . . . . . . . . . . . . . . . . . . 7.01
(e) . . . . . . . . . . . . . . . . . . . . . 6.11
316(a)(last sentence) . . . . . . . . . . . . 2.09
(a)(1)(A) . . . . . . . . . . . . . . . . . . 6.05
(a)(1)(B) . . . . . . . . . . . . . . . . . . 6.04
(a)(2) . . . . . . . . . . . . . . . . . . . N.A.
(b) . . . . . . . . . . . . . . . . . . . . . 6.07
(c) . . . . . . . . . . . . . . . . . . . . . 10.05
317(a)(1) . . . . . . . . . . . . . . . . . . 6.03; 6.08
(a)(2) . . . . . . . . . . . . . . . . . . . 6.09
(b) . . . . . . . . . . . . . . . . . . . . . 2.04
318(a) . . . . . . . . . . . . . . . . . . . 12.04

N.A. Means Not Applicable.
</TABLE>

- ---------------
Note: This Cross-Reference Table shall not, for any purposes, be deemed to be
part of this Indenture.
<PAGE> 3
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE 1 - Definitions and Incorporation by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Incorporation by Reference of Trust Indenture Act . . . . . . . . . . . . . . . . . 17
SECTION 1.03. Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE 2 - The Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 2.01. Form and Dating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 2.02. Execution and Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 2.03. Registrar and Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 2.04. Paying Agent To Hold Money in Trust . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.05. Global Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.06. Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.07. Holder Lists . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 2.08. Replacement Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 2.09. Outstanding Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 2.10. Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 2.11. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 2.12. Payment of Interest; Interest Rights Preserved . . . . . . . . . . . . . . . . . . 29
SECTION 2.13. Authorized Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 2.14. CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 2.15. Persons Deemed Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE 3 - Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 3.01. Notices to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 3.02. Selection of Securities To Be Redeemed . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 3.03. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 3.04. Effect of Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 3.05. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 3.06. Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 3.07. Optional Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE 4 - Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 4.01. Payment of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 4.02. Commission Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 4.03. Limitation on Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 4.04. Limitation on Subsidiary Indebtedness and Preferred Stock . . . . . . . . . . . . . 33
SECTION 4.05. Limitation on Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 4.06. Limitation on Dividends and Other Payment Restrictions Affecting
Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 4.07. Limitation on Asset Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 4.08. Limitation on Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . 39
SECTION 4.09. Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 4.10. Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 4.11. Limitation on Guarantees by Guarantors . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 4.12. Unrestricted Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 4.13. Limitation on Sale and Lease-Back Transactions . . . . . . . . . . . . . . . . . . 42
SECTION 4.14. Limitation on Line of Business . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 4.15. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 4.16. Money for the Security Payments to be Held in Trust . . . . . . . . . . . . . . . . 42
</TABLE>

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<PAGE> 4
<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 4.17. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 4.18. Maintenance of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 4.19. Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 4.20 Certificate; Notice of Default or Event of Default . . . . . . . . . . . . . . . . 43
SECTION 4.21. Further Instruments and Acts . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 4.22. Prohibition on Company and Guarantors Becoming Investment Companies . . . . . . . . 43
SECTION 4.23. Stay, Extension and Usury Laws . . . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE 5 - Consolidation, Merger, Conveyance, Lease or Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 5.01. Consolidation, Merger, Conveyance, Lease or Transfer . . . . . . . . . . . . . . . 44
SECTION 5.02. Officers' Certificate and Opinion of Counsel . . . . . . . . . . . . . . . . . . . 44
SECTION 5.03. Substitution of Surviving Entity . . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE 6 - Defaults and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 6.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 6.02. Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 6.03. Other Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 6.04. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 6.05. Control by Majority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 6.06. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 6.07. Rights of Holders to Receive Payment . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 6.08. Collection Suit by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 6.09. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 6.10. Priorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 6.11. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 6.12. Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 6.13. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 6.14. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE 7 - Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 7.01. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 7.02. Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 7.03. Individual Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 7.04. Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 7.05. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 7.06. Reports by Trustee to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 7.07. Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 7.08. Replacement of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 7.09. Successor Trustee by Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 7.10. Eligibility; Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 7.11. Preferential Collection of Claims Against Company . . . . . . . . . . . . . . . . . 55

ARTICLE 8 - Satisfaction and Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 8.01. Satisfaction and Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 8.02. Application of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 8.03. Repayment to the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 8.04. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

ARTICLE 9 - Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 9.01. Company's Option to Effect Defeasance or Covenant Defeasance. . . . . . . . . . . . 57
SECTION 9.02. Defeasance and Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 9.03. Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 9.04. Conditions to Defeasance or Covenant Defeasance . . . . . . . . . . . . . . . . . . 57
SECTION 9.05. Deposited Money and U.S. Government Obligations to be Held
in Trust; Miscellaneous Provisions . . . . . . . . . . . . . . . . . . . . . . . . 58
</TABLE>

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<PAGE> 5
<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 9.06. Repayment to Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 9.07. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

ARTICLE 10 - Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 10.01. Without Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 10.02. With Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 10.03. Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 10.04. Compliance with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 10.05. Revocation and Effect of Consents and Waivers . . . . . . . . . . . . . . . . . . . 61
SECTION 10.06. Notation on or Exchange of Securities . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 10.07. Trustee To Execute Supplemental Indentures . . . . . . . . . . . . . . . . . . . . 61
SECTION 10.08. Payment for Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

ARTICLE 11 - Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 11.01. Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 11.02. Limitation on Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 11.03. Execution and Delivery of Guarantees . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 11.04. When a Guarantor May Merge, etc. . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.05. No Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.06. Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.07. Release of Guarantor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.08. Execution of Supplemental Indenture for Future Guarantors . . . . . . . . . . . . . 65

ARTICLE 12 - Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 12.01. Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 12.02. Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 12.03. Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 12.04. Trust Indenture Act Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 12.05. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 12.06. Communication by Holders with Other Holders . . . . . . . . . . . . . . . . . . . . 68
SECTION 12.07. Rules by Trustee, Paying Agent and Registrar . . . . . . . . . . . . . . . . . . . 69
SECTION 12.08. Payments on Business Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 12.09. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 12.10. No Recourse Against Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 12.11. Submission to Jurisdiction; Appointment of Agent for Service of Process;
Waiver Immunities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 12.12. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 12.13. Multiple Originals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 12.14. Table of Contents; Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 12.15. No Adverse Interpretation of Other Agreements . . . . . . . . . . . . . . . . . . . 70
</TABLE>

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<PAGE> 6
EXHIBIT A Form of Global Security

EXHIBIT B-1 Form of Certificate For Exchange or Registration of Transfer
From U.S. Global Note To Reg S Global Note

EXHIBIT B-2 Form of Certificate For Exchange or Registration of Transfer
From Reg S Global Note To U.S. Global Note

EXHIBIT B-3 Form of Certificate For Exchange or Registration of Transfer
of Certificated Security

EXHIBIT B-4 Form of Certificate For Exchange or Registration of Transfer
From U.S. Global Note or Reg S Permanent Global Note To
Certificated Security

EXHIBIT B-5 Form of Certificated Security

EXHIBIT C Form of Supplemental Indenture

-iv-
<PAGE> 7
INDENTURE dated as of June 26, 1998, among Bayard Drilling
Technologies, Inc., a Delaware corporation (the "Company"), certain of the
Company's subsidiaries signatory hereto (each, a "Guarantor," collectively, the
"Guarantors") and U. S. Trust Company of Texas, N.A., as trustee (the
"Trustee").

RECITALS:

The Company has duly authorized the creation and issuance of
its 11% Senior Notes due 2005, Series A (the "Series A Notes") of substantially
the tenor and amount hereinafter set forth; and to provide therefor and for, if
and when issued as further evidence of the Company's indebtedness and in
substitution for the Series A Notes pursuant to this Indenture and the
Registration Rights Agreement (as defined herein), the Company's 11% Senior
Notes due 2005, Series B (the "Series B Notes," and together with the Series A
Notes, the "Securities"), the Company has duly authorized the execution and
delivery of this Indenture.

All things necessary to make the Securities, when executed by
the Company and authenticated and delivered by the Trustee hereunder and duly
issued by the Company, the valid obligations of the Company, and to make this
Indenture a valid instrument of the Company and the Guarantors, in accordance
with their respective terms, have been done.

NOW, THEREFORE, the Company, each Guarantor, jointly and
severally, and the Trustee agree as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Securities:

ARTICLE 1

Definitions and Incorporation by Reference

SECTION 1.01. Definitions.

"Acquired Indebtedness" means, with respect to any specified Person
(a) Indebtedness of any other Person existing at the time such other Person
merged with or into or became a subsidiary of such specified Person, including
Indebtedness incurred in connection with, or in contemplation of, such other
Person merging with or into or becoming a subsidiary of such specified Person,
but excluding Indebtedness which is extinguished, retired or repaid in
connection with such other Person merging with or into or becoming a subsidiary
of such specified Person, and (b) Indebtedness existing and secured by an asset
acquired by such specified Person but not incurred in contemplation of such
acquisition.

"Act," when used with respect to any Holder, has the meaning set forth
in Section 12.03.

"Adjusted Net Assets" of a Guarantor at any date means the amount by
which the fair value of the properties and assets of such Guarantor exceeds the
total amount of liabilities, including, without limitation, contingent
liabilities (after giving effect to all other fixed and contingent liabilities
incurred or assumed on such date), but excluding liabilities under its
Guarantee, of such Guarantor at such date.

"Affiliate" of any specified Person means another Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall
mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided, however,
that beneficial ownership of 10% or more of the Voting Stock of a Person shall
be deemed to be control.

"Agent Member" has the meaning specified in Section 2.05(a).

"Applicable Procedures" means, with respect to any transfer or
exchange of beneficial interests in a Global Security, the rules and procedures
of the Depositary, Euroclear and Cedel that apply to such transfer or exchange.
<PAGE> 8
"Asset Sale" means any direct or indirect sale, conveyance, transfer,
lease or other disposition (including, without limitation, by way of merger or
consolidation or by means of a Sale and Lease-Back Transaction) by the Company
or any Subsidiary to any Person other than the Company, a Guarantor or a
Subsidiary, in one transaction, or a series of related transactions, of (i) any
Capital Stock of any Subsidiary (except for directors' qualifying shares or
minority interests sold to other Persons solely due to local law requirements
that there be more than one stockholder or local ownership, but which are not
in excess of what is required for such purpose), or (ii) any other Property or
assets of the Company or any Subsidiary, other than (A) sales of drill-string
components and obsolete or worn out equipment in the ordinary course of
business or other assets that, in the Company's reasonable judgment, are no
longer used or useful in the conduct of the business of the Company and its
Subsidiaries, (B) any drilling contract, charter or other lease of Property or
other assets entered into by the Company or any Subsidiary in the ordinary
course of business, (C) a Restricted Payment or Restricted Investment permitted
under the provisions of Section 4.05 of this Indenture, (D) a Change of
Control, (E) a sale, lease, consolidation, merger, continuance or the
disposition of all or substantially all of the assets of the Company and the
Subsidiaries, taken as a whole, in compliance with the provisions of Section
5.01 of this Indenture, (F) any trade or exchange by the Company or any
Subsidiary of one or more drilling rigs for one or more other drilling rigs of
like kind owned or held by another Person, provided that (x) the Fair Value of
the rig or rigs traded or exchanged by the Company or such Subsidiary
(including cash or cash equivalents to be delivered by the Company or such
Subsidiary) is reasonably equivalent to the Fair Value of the drilling rig or
rigs (together with cash or cash equivalents to be received by the Company or
such Subsidiary) or other assets having a Fair Market Value in excess of $10.0
million as determined by written appraisal by a nationally (or industry)
recognized investment banking firm or appraisal firm and (y) such exchange is
approved by a majority of the disinterested directors of the Company and (G)
any transfer of assets pursuant to a Permitted Investment. An Asset Sale shall
include the requisition of title to, seizure of or forfeiture of any Property
or assets, or any actual or constructive total loss or an agreed or compromised
total loss of any Property or assets.

"Asset Sale Offer" has the meaning specified in Section 4.07(b).

"Asset Sale Offer Purchase Date" has the meaning specified in Section
4.07(c).

"Asset Sale Offer Purchase Price" has the meaning specified in Section
4.07(b).

"Attributable Indebtedness" in respect of a Sale and Lease-Back
Transaction means, at any date of determination, the present value (discounted
at the interest rate borne by the Securities, compounded annually) of the total
obligations of the lessee for rental payments (other than amounts required to
be paid on account of property taxes, maintenance, repairs, insurance,
assessments, utilities, operating and labor costs and other items which do not
constitute payments for property rights) during the remaining term of the lease
(or to the first date on which the lessee is permitted to terminate such lease
without the payment of a penalty) included in such Sale and Lease-Back
Transaction (including any period for which such lease has been extended).

"Average Life" means, as of any date, with respect to any debt
security, the quotient obtained by dividing (i) the sum of the products of (x)
the number of years from such date to the date of each scheduled principal
payment (including any sinking fund or mandatory redemption payment
requirements) of such debt security multiplied in each case by (y) the amount
of such principal payment by (ii) the sum of all such principal payments.

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

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

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions are authorized or
obligated by law or executive order or regulation to close in the City of New
York and the City of Dallas, Texas and, with respect to any payment of cash or
delivery of securities, the place of such payment or delivery.

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<PAGE> 9
"Capital Lease Obligation" means, at any time as to any Person with
respect to any Property leased by such Person as lessee, the amount of the
liability with respect to such lease that would be required at such time to be
capitalized and accounted for as a capital lease on the balance sheet of such
Person prepared in accordance with GAAP.

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

"Cash Proceeds" means, with respect to any Asset Sale by any Person,
the aggregate consideration received for such Asset Sale by such Person in the
form of cash or cash equivalents (including any amounts of insurance or other
proceeds received in connection with an Asset Sale of the type described in the
last sentence of the definition thereof), including payments in respect of
deferred payment obligations when received in the form of cash or cash
equivalents (except to the extent that such obligations are financed or sold
with recourse to such Person or any subsidiary thereof).

"Cedel" means Cedel Bank, societe anonyme.

"Certificated Security" has the meaning specified in Section 2.01(b).

"Change of Control" means (i) a determination by the Company that any
Person or group (as defined in Section 13(d)(3) or 14(d)(2) of the Exchange
Act) has become the direct or beneficial owner (as defined in Rule 13d-3 under
the Exchange Act) of more than 50% of the Voting Stock of the Company other
than Permitted Holders; (ii) the Company is merged with or into or consolidated
with another corporation and, immediately after giving effect to the merger or
consolidation, less than 50% of the outstanding voting securities entitled to
vote generally in the election of directors or persons who serve similar
functions of the surviving or resulting entity are then beneficially owned
(within the meaning of Rule 13d-3 of the Exchange Act) in the aggregate by (x)
the stockholders of the Company immediately prior to such merger or
consolidation, or (y) if the record date has been set to determine the
stockholders of the Company entitled to vote on such merger or consolidation,
the stockholders of the Company as of such a record date; (iii) the Company,
either individually or in conjunction with one or more Subsidiaries, sells,
conveys, transfers or leases, or the Subsidiaries sell, convey, transfer or
lease, all or substantially all of the assets of the Company or the Company and
the Subsidiaries, taken as a whole (either in one transaction or a series of
related transactions), including Capital Stock of the Subsidiaries, to any
Person (other than a Wholly Owned Subsidiary); (iv) the liquidation or
dissolution of the Company; or (v) the first day on which a majority of the
individuals who constitute the Board of Directors of the Company are not
Continuing Directors.

"Change of Control Offer" has the meaning specified in Section
4.09(a).

"Change of Control Payment Date" has the meaning specified in Section
4.09(b)(ii).

"Change of Control Purchase Price" has the meaning specified in
Section 4.09(a).

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

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

"Consolidated Interest Coverage Ratio" means as of the date of the
transaction giving rise to the need to calculate the Consolidated Interest
Coverage Ratio (the "Transaction Date"), the ratio of (i) the lesser of the
aggregate amount of EBITDA of the Company and its consolidated Subsidiaries for
either (a) the four fiscal quarters immediately prior to the applicable
Transaction Date for which financial information in respect thereof is
available or (b) the immediately preceding fiscal quarter for which financial
information in respect thereof is available multiplied by four

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<PAGE> 10
(the period yielding such lesser amount shall be the "Determination Period"),
to (ii) the aggregate Consolidated Interest Expense of the Company and its
consolidated Subsidiaries that is anticipated to accrue during a period
consisting of the fiscal quarter in which the Transaction Date occurs and the
three fiscal quarters immediately subsequent thereto (based upon the pro forma
amount and maturity of, and interest payments in respect of, Indebtedness of
the Company and its consolidated Subsidiaries expected by the Company to be
outstanding on the Transaction Date), assuming for the purposes of this
measurement the continuation of market interest rates prevailing on the
Transaction Date and base interest rates in respect of floating interest rate
obligations equal to the base interest rates on such obligations in effect as
of the Transaction Date, provided that if the Company or any of its
consolidated Subsidiaries is a party to any Interest Swap Obligation that would
have the effect of changing the interest rate on any Indebtedness of the
Company or any of its consolidated Subsidiaries for such four-quarter period
(or portion thereof), the resulting rate shall be used for such four-quarter
period (or portion thereof); provided, further, that any Consolidated Interest
Expense of the Company with respect to Indebtedness incurred or retired by the
Company or any of its Subsidiaries during the fiscal quarter in which the
Transaction Date occurs shall be calculated as if such debt was incurred or
retired on the first day of the fiscal quarter in which the Transaction Date
occurs; provided, further, that if the transaction giving rise to the need to
calculate the Consolidated Interest Coverage Ratio would have the effect of
increasing or decreasing EBITDA in the future and if such increase or decrease
is readily quantifiable and is attributable to such transaction, EBITDA shall
be calculated on a pro forma basis as if such transaction had occurred on the
first day of the four fiscal quarters referred to in clause (i) of this
definition, and if, during the same four fiscal quarters, (x) the Company or
any of its consolidated Subsidiaries shall have engaged in any Asset Sale,
EBITDA for such period shall be reduced by an amount equal to the EBITDA (if
positive), or increased by an amount equal to the EBITDA (if negative),
directly attributable to the assets which are the subject of such Asset Sale
for such period calculated on a pro forma basis as if such Asset Sale and any
related retirement of Indebtedness had occurred on the first day of such period
or (y) after the Issue Date, the Company or any of its consolidated
Subsidiaries shall have acquired any material assets other than in the ordinary
course of business, EBITDA and Consolidated Interest Expense shall be
calculated on a pro forma basis as if such acquisition had occurred on the
first day of such period.

"Consolidated Interest Expense" means, with respect to any Person for
any period, without duplication (A) the sum of (i) the aggregate amount of cash
and noncash interest expense (including capitalized interest) of such Person
and its subsidiaries for such period as determined on a consolidated basis in
accordance with GAAP in respect of Indebtedness (including, without limitation,
(v) any amortization of debt discount, (w) net costs associated with Interest
Swap Obligations (including any amortization of discounts), (x) the interest
portion of any deferred payment obligation calculated in accordance with the
effective interest method, (y) all accrued interest and (z) all commissions,
discounts and other fees and charges owed with respect to letters of credit,
bankers acceptances or similar facilities) paid or accrued, or scheduled to be
paid or accrued, during such period; (ii) dividends on Preferred Stock or
Redeemable Stock of such Person (and Preferred Stock or Redeemable Stock of its
subsidiaries if paid to a Person other than such Person or its subsidiaries)
declared and payable in cash; (iii) the portion of any rental obligation of
such Person or its subsidiaries in respect of any Capital Lease Obligation
allocable to interest expense in accordance with GAAP; (iv) the portion of any
rental obligation of such Person or its subsidiaries in respect of any Sale and
Lease-Back Transaction allocable to interest expense (determined as if such
were treated as a Capital Lease Obligation); and (v) to the extent any debt of
any other Person is guaranteed by such Person or any of its subsidiaries, the
aggregate amount of interest paid, accrued or scheduled to be paid or accrued,
by such other Person during such period attributable to any such debt, less (B)
to the extent included in (A) above, amortization or write-off of deferred
financing costs of such Person and its subsidiaries during such period and any
charge related or any premium or penalty paid in connection with redeeming or
retiring any Indebtedness of such Person and its subsidiaries prior to its
stated maturity; in the case of both (A) and (B) above, after elimination of
intercompany accounts among such Person and its subsidiaries and as determined
in accordance with GAAP. For purposes of clause (ii) above, dividend
requirements attributable to any Preferred Stock or Redeemable Stock shall be
deemed to be an amount equal to the amount of dividend requirements on such
Preferred Stock or Redeemable Stock times a fraction, the numerator of which is
one the denominator of which is one minus the applicable combined federal,
state, local and foreign income tax rate of the Company and its Subsidiaries
(expressed as a decimal), on a consolidated basis, for the fiscal year
immediately preceding the date of the transaction giving rise to the need to
calculate Consolidated Interest Expense.

"Consolidated Net Income" of any Person means, for any period, the
aggregate net income (or net loss, as the case may be) of such Person and its
subsidiaries for such period on a consolidated basis, determined in accordance
with

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<PAGE> 11
GAAP, provided that there shall be excluded therefrom, without duplication, (i)
any net income of any Unrestricted Subsidiary, except that the Company's or any
Subsidiary's interest in the net income of such Unrestricted Subsidiary for
such period shall be included in such Consolidated Net Income up to the
aggregate amount of cash or cash equivalents actually distributed by such
Unrestricted Subsidiary during such period to the Company or a Subsidiary as a
dividend or other distribution, (ii) gains and losses, net of taxes, from Asset
Sales or reserves relating thereto, (iii) the net income of any Person that is
not a subsidiary or that is accounted for by the equity method of accounting
which shall be included only to the extent of the amount of dividends or
distributions paid to such Person or its subsidiaries, (iv) items (but not loss
items) classified as extraordinary, unusual or nonrecurring (other than the tax
benefit, if any, of the utilization of net operating loss carryforwards or
alternative minimum tax credits), (v) the net income (but not net loss) of any
Person acquired by such specified Person or any of its subsidiaries in a
pooling-of-interests transaction for any period prior to the date of such
acquisition, (vi) any gain or loss, net of taxes, realized on the termination
of any employee pension benefit plan, (vii) the net income (but not net loss)
of any subsidiary of such specified Person to the extent that the transfer to
that Person of that income is not at the time permitted, directly or
indirectly, by any means (including by dividend, distribution, advance or loan
or otherwise), by operation of the terms of its charter or any agreement with a
Person other than with such specified Person, instrument held by a Person other
than by such specified Person, judgment, decree, order, statute, law, rule or
governmental regulations applicable to such subsidiary or its stockholders,
except for any dividends or distributions actually paid by such subsidiary to
such Person, (viii) with regard to a non-Wholly Owned Subsidiary, any aggregate
net income (or loss) in excess of such Person's or such subsidiary's pro rata
share of such non-Wholly Owned Subsidiary's net income (or loss) and (ix) the
cumulative effect of any changes in accounting principles.

"Consolidated Net Worth" of any Person means, as of any date, the sum
of the Capital Stock and additional paid-in capital plus retained earnings (or
minus accumulated deficit) on a consolidated basis at such date less amounts
attributable to Redeemable Stock of such Person or any of its subsidiaries with
each item determined in accordance with GAAP.

"Continuing Director" means an individual who (i) is a member of the
Board of Directors of the Company and (ii) either (A) was a member of the Board
of Directors of the Company on the Issue Date or (B) whose nomination for
election or election to the Board of Directors of the Company was approved by
vote of at least a majority of the directors then still in office who were
either directors on the Issue Date or whose election or nomination for election
was previously so approved.

"Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this Indenture is
located at 2001 Ross Avenue, Suite 2700, Dallas, Texas 75201-2936.

"Covenant Defeasance" has the meaning specified in Section 9.03.

"Currency Hedge Obligations" means, at any time as to any Person, the
obligations of such Person at such time which were incurred in the ordinary
course of business pursuant to any foreign currency exchange agreement, option
or future contract or other similar agreement or arrangement designed to
protect against or manage such Person's or any of its subsidiaries' exposure to
fluctuations in foreign currency exchange rates.

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

"Defaulted Interest" has the meaning specified in Section 2.12.

"Defeasance" has the meaning specified in Section 9.02.

"Depositary" means The Depository Trust Company, its nominees and
their respective successors.

"DTC" has the meaning specified in Section 2.03 hereof.

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<PAGE> 12
"Determination Period" has the meaning specified under clause (i) of
the definition of "Consolidated Interest Coverage Ratio."

"EBITDA" means, with respect to any Person for any period, the sum of,
without duplication, the amounts for such period, taken as a single accounting
period, of the Consolidated Net Income of such Person for such period, plus to
the extent reflected in the income statement of such Person for such period
from which Consolidated Net Income is determined, without duplication, (i)
Consolidated Interest Expense, (ii) income tax expense, (iii) depreciation
expense, (iv) amortization expense, (v) any charge related to any premium or
penalty paid in connection with redeeming or retiring any Indebtedness prior to
its stated maturity and (vi) any other non-cash charges minus, to the extent
reflected in such income statement, any non-cash credits that had the effect of
increasing Consolidated Net Income of such Person for such period.

"Event of Default" has the meaning specified in Section 6.01.

"Excess Proceeds" has the meaning specified in Section 4.07(a).

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

"Exchange Offer" means the registration by the Company under the
Securities Act of all the Series B Notes pursuant to a registration statement
under which the Company offers each Holder of Series A Notes the opportunity to
exchange all Series A Notes held by such Holder for Series B Notes in an
aggregate principal amount equal to the aggregate principal amount of Series A
Notes held by such Holder, all in accordance with the terms and conditions of
the Registration Rights Agreement.

"Euroclear" means the Euroclear System for which Morgan Guaranty Trust
Company of New York, Brussels office, is the operator and depositary.

"Exchange Global Security" means one or more Global Securities that do
not and are not required to bear the Private Placement Legend.

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

"Fair Value" means, with respect to any asset or Property, the price
which could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of whom is under undue
pressure or compulsion to complete the transaction.

"GAAP" means, at any date, United States generally accepted accounting
principles, consistently applied, as set forth in the opinions of the
Accounting Principles Board of the American Institute of Certified Public
Accountants ("AICPA") and statements of the Financial Accounting Standards
Board, or in such other statements by such other entity as may be designated by
the AICPA, that are applicable to the circumstances as of the date of
determination; provided, however, that all calculations made for purposes of
determining compliance with the provisions set forth in the Indenture shall
utilize GAAP in effect at the Issue Date.

"Global Security" means, individually and collectively, the Reg S
Global Notes, the U.S. Global Notes and the Exchange Global Security.

"Guarantee" means an unconditional guaranty of the Securities given by
any Subsidiary pursuant to the provisions of Article 11 of this Indenture.

"Guarantor" means each Subsidiary of the Company that is required to
guarantee the Company's Obligations under the Securities and this Indenture
pursuant to the provisions of Article 11 of this Indenture and any other
Subsidiary of the Company that executes a supplemental indenture in which such
Subsidiary agrees to guarantee the Company's

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<PAGE> 13
Obligations under the Securities and this Indenture; provided that any Person
constituting a Guarantor as described above shall cease to constitute a
Guarantor when its respective Guarantee is released in accordance with the
terms thereof.

"Holder" means the Person in whose name a Security is registered on the
Registrar's books.

"incur" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, suffer to exist, incur (by conversion, exchange
or otherwise), assume, guarantee or otherwise become liable in respect of such
Indebtedness or other obligation or the recording, as required pursuant to
GAAP, of any such Indebtedness or obligation on the balance sheet of such
Person (and "incurrence," "incurred," "incurrable" and "incurring" shall have
meanings correlative to the foregoing); provided that a change in GAAP that
results in an obligation of such Person that exists at such time becoming
Indebtedness shall not be deemed an incurrence of such Indebtedness.
Indebtedness otherwise incurred by a Person before it becomes a Subsidiary
shall be deemed to have been incurred at the time at which it becomes a
Subsidiary.

"Indebtedness" as applied to any Person means, at any time, without
duplication, whether recourse is to all or a portion of the assets of such
Person, and whether or not contingent, (i) any obligation of such Person for
borrowed money; (ii) any obligation of such Person evidenced by bonds,
debentures, notes or other similar instruments, excluding accounts payable and
accrued liabilities arising made in the ordinary course of business; (iii) any
obligation of such Person for all or any part of the purchase price of Property
or for the cost of Property constructed or of improvements thereto (including
any obligation under or in connection with any letter of credit related
thereto), other than accounts payable incurred and accrued liabilities arising
in respect of Property and services purchased in the ordinary course of
business; (iv) any obligation of such Person upon which interest charges are
customarily paid (other than accounts payable incurred in the ordinary course
of business); (v) any obligation of such Person under conditional sale or other
title retention agreements relating to purchased Property; (vi) any obligation
of such Person issued or assumed as the deferred purchase price of Property
(other than accounts payable incurred in the ordinary course of business; (vii)
any Capital Lease Obligation or Attributable Indebtedness pursuant to any Sale
and Lease-Back Transaction of such Person; (viii) any obligation of any other
Person secured by (or for which the obligee thereof has an existing right,
contingent or otherwise, to be secured by) any Lien on Property owned or
acquired, whether or not any obligation secured thereby has been assumed, by
such Person; (ix) any obligation of such Person in respect of any letter of
credit supporting any obligation of any other Person described in clauses (i)
through (viii); (x) the maximum fixed repurchase price of any Redeemable Stock
of such Person (or if such Person is a Subsidiary, any Preferred Stock of such
Person); (xi) the notional amount of any Interest Swap Obligation or Currency
Hedge Obligation of such Person at the time of determination; and (xii) any
obligation under a bond, note, payment guarantee or similar instrument which is
in economic effect a guarantee, regardless of its characterization (other than
an endorsement in the ordinary course of business), with respect to any
Indebtedness of another Person, to the extent guaranteed. For purposes of the
preceding sentence, the maximum fixed repurchase price of any Redeemable Stock
or subsidiary Preferred Stock that does not have a fixed repurchase price shall
be calculated in accordance with the terms of such Redeemable Stock or
subsidiary Preferred Stock as if such Redeemable Stock or subsidiary Preferred
Stock were repurchased on any date on which Indebtedness shall be required to
be determined pursuant to the Indenture Supplement; provided, however, that if
such Redeemable Stock or subsidiary Preferred Stock is not then permitted to be
repurchased, the repurchase price shall be the book value of such Redeemable
Stock or subsidiary Preferred Stock. The amount of Indebtedness of any Person
at any date shall be the outstanding balance at such date of all unconditional
obligations as described above and the maximum liability of any guarantees at
such date; provided that for purposes of calculating the amount of any
non-interest bearing or other discount security, such Indebtedness shall be
deemed to be the principal amount thereof that would be shown on the balance
sheet of the issuer dated such date prepared in accordance with GAAP but that
such security shall be deemed to have been incurred only on the date of the
original issuance thereof.

"Indenture" means this Indenture as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this Indenture and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this Indenture, and any such supplemental indenture,
respectively.

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

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<PAGE> 14
"interest" means interest payable on the Securities pursuant to
paragraph 1 of the Securities, including additional interest payable under the
circumstances described in the Registration Rights Agreement and interest
payable, if any, under Section 2.12 of this Indenture.

"Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities, which date shall be June 30 and December 31 of each
year.

"Interest Swap Obligation" means, with respect to any Person, the
obligation of such Person pursuant to any interest rate swap agreement,
interest rate cap, collar or floor agreement or other similar agreement or
arrangement designed to protect against or manage such Person's or any of its
subsidiaries' exposure to fluctuations in interest rates.

"Investment" means, with respect to any Person, any direct or indirect
investment in another Person, whether by means of a share purchase, capital
contribution, loan, advance (other than advances to employees for moving and
travel expenses, drawing accounts and similar expenditures in the ordinary
course of business) or similar credit extension constituting Indebtedness of
such other Person, and any guarantee of Indebtedness of any other Person;
provided that the term "Investment" shall not include any transaction involving
the purchase or other acquisition (including by way of merger) of Property
(including Capital Stock) by the Company or any Subsidiary in exchange for
Capital Stock (other than Redeemable Stock) of the Company. The amount of any
Person's Investment shall be the original cost of such Investment to such
Person, plus the cost of all additions thereto paid by such Person, and minus
the amount of any portion of such Investment repaid or loaned to such Person as
a repayment of principal or a return of capital, as the case may be, but
without any other adjustments for increases or decreases in value, or
write-ups, writedowns, or write-offs with respect to such Investment. In
determining the amount of any Investment involving a transfer of any Property
or assets other than cash, such Property or assets shall be valued at its Fair
Value at the time of such transfer as determined in good faith by the board of
directors (or comparable body) of the Person making such transfer. The Company
shall be deemed to make an "Investment" in the amount of the Fair Value of the
Assets of a Subsidiary at the time such Subsidiary is designated an
Unrestricted Subsidiary.

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

"Initial Purchasers" means, collectively, Donaldson, Lufkin & Jenrette
Securities Corporation, Lehman Brothers Inc., BT Alex. Brown and Dain Rauscher
Wessels, a division of Dain Rauscher Incorporated.

"Joint Venture" means any Person (other than a Guarantor) designated
as such by a resolution of the Board of Directors of the Company and as to
which (i) the Company, any Guarantor or any Joint Venture owns less than 50% of
the Capital Stock of such Person; (ii) no more than 10 unaffiliated Persons own
of record any Capital Stock of such Person; (iii) at all times, each such
Person owns the same proportion of each class of Capital Stock of such Person
outstanding at such time; (iv) no Indebtedness of such Person is or becomes
outstanding other than Non-Recourse Indebtedness; (v) there exist no consensual
encumbrances or restrictions on the ability of such Person to (x) pay, directly
or indirectly, dividends or make any other distributions in respect of its
Capital Stock to the holders of its Capital Stock or (y) pay any Indebtedness
or other obligation owed to the holders of its Capital Stock or (z) make any
Investment in the holders of its Capital Stock, in each case other than the
types of consensual encumbrances or restrictions that would be permitted under
the provisions of Section 4.06 of this Indenture if such Person were a
Subsidiary; and (vi) the business engaged in by such Person is a Related
Business.

"Lien" means any mortgage, pledge, hypothecation, charge, assignment,
deposit arrangement, encumbrance, security interest, lien (statutory or other),
or preference, priority or other security or similar agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation,
any agreement to give or grant a Lien or any lease, conditional sale or other
title retention agreement having substantially the same economic effect as any
of the foregoing).

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

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<PAGE> 15
"Loan Agreements" means the Term Loan, the Revolving Loan and three
notes totaling approximately $2.9 million outstanding at May 15, 1998 secured
by certain of the Company's equipment.

"Maturity" means the date on which the principal of a Security becomes
due and payable as provided therein or in this Indenture, whether at the Stated
Maturity or the Change of Control Payment Date or purchase date established
pursuant to the terms of this Indenture for an Asset Sale Offer or by
declaration of acceleration, call for redemption or otherwise.

"Moody's" means Moody's Investors Service, Inc., or, if Moody's
Investors Service, Inc. shall cease rating the specified debt securities and
such ratings business with respect thereto shall have been transferred to a
successor Person, such successor person; provided that if Moody's Investors
Service, Inc. ceases rating the specified debt securities and its ratings
business with respect thereto shall not have been transferred to any successor
Person or such successor Person is S&P, then "Moody's" shall mean any other
nationally recognized rating agency (other than S&P) that rates the specified
debt securities selected by the Trustee.

"Net Available Proceeds" means, as to any Asset Sale, the Cash
Proceeds therefrom, net of all legal and title expenses, commissions and other
fees and expenses incurred (including, without limitation, fees and expenses of
legal counsel and accountants and fees, expenses, discounts or commissions of
underwriters, placement agents and investment bankers), and all Federal, state,
foreign, recording and local taxes payable or provided for as a consequence of
such Asset Sale, net of all payments made to any Person other than the Company
or a Subsidiary on any Indebtedness which is secured by such assets, in
accordance with the terms of any Lien upon or with respect to such assets, or
which must by its terms, or in order to obtain a necessary consent to such
Asset Sale, or by applicable law, be repaid out of the proceeds from such Asset
Sale and, as for any Asset Sale by a Subsidiary, net of the equity interest in
such Cash Proceeds of any holder of Capital Stock of such Subsidiary (other
than the Company, any other Subsidiary or any Affiliate of the Company or any
such other Subsidiary) and net of appropriate amounts to be provided by the
Company or any Subsidiary of the Company, as the case may be, as a reserve
required in accordance with GAAP against any liabilities associated with such
Asset Sale and retained by the Company or any Subsidiary of the Company, as the
case may be, after such Asset Sale including, without limitation, pension and
other post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Sale.

"Non-Recourse Indebtedness" means Indebtedness or that portion of
Indebtedness of an Unrestricted Subsidiary or a foreign Subsidiary not
constituting a Guarantor as to which (a) neither the Company nor any other
Subsidiary (other than an Unrestricted Subsidiary or a Subsidiary of such
foreign Subsidiary) (i) provides credit support constituting Indebtedness or
(ii) is directly or indirectly liable for such Indebtedness and (b) no default
with respect to such Indebtedness (including any rights which the holders
thereof may have to take enforcement action against an Unrestricted Subsidiary
or such foreign Subsidiary) would permit (upon notice, lapse of time or both)
any holder of any other Indebtedness of the Company or its other Subsidiaries
to declare a default on such other Indebtedness or cause the payment thereof to
be accelerated or payable prior to its stated maturity.

"Obligations" means, with respect to any Indebtedness, any obligation
thereunder, including, without limitation, principal, premium and interest
(including post petition interest thereon), penalties, fees, costs, expenses,
indemnifications, reimbursements, damages and other liabilities.

"Obligors" means the Company and the Guarantors, collectively;
"Obligor" means the Company or any Guarantor.

"Offering Memorandum" means the Confidential Offering Memorandum,
dated June 19, 1998, relating to the Company's offering and placement of the
Series A Notes.

"Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the President, the Chief Executive
Officer, the Chief Operating Officer or a Vice President, and by the Chief
Financial Officer, the Chief Accounting Officer, the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of the Company or a
Subsidiary and delivered to the Trustee, which shall comply with this
Indenture.

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<PAGE> 16
"Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company, a Guarantor or the Trustee.

"Order" means a written order signed in the name of the Company by an
Officer and delivered to the Trustee.

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

"Paying Agent" has the meaning specified in Section 2.03.

"Permitted Holders" means the parties to the Stockholders and Voting
Agreement by and among Energy Spectrum Partners LP, AnSon Partners Limited
Partnership, Carl B. Anderson, III, Charles E. Davidson, Mark Liddell and Mike
Liddell.

"Permitted Indebtedness" means (a) Indebtedness of the Company under
the Securities; (b) Indebtedness under the Loan Agreements; (c) Indebtedness
(and any guarantee thereof) under one or more credit or revolving Loan
Agreements with a bank or syndicate of banks or financial institutions or other
lenders, as such may be amended, modified, revised, extended, replaced, or
refunded from time to time, provided that at the date such Indebtedness is
incurred and after giving effect to the incurrence of such Indebtedness, the
aggregate amount of all Indebtedness outstanding at such time under this clause
(c) shall not exceed $50,000,000, less any amounts derived from Asset Sales and
applied to the required permanent reduction of Senior Debt (and a permanent
reduction of the related commitment to lend or amount available to be
reborrowed in the case of a revolving Loan Agreement) under such Loan
Agreements as contemplated by the provisions of Section 4.07 of this Indenture;
(d) Indebtedness of the Company or any Subsidiary under Interest Swap
Obligations, provided that (i) such Interest Swap Obligations are related to
payment obligations on Indebtedness otherwise permitted under the provisions of
Section 4.03 of this Indenture and (ii) the notional principal amount of such
Interest Swap Obligations does not exceed the principal amount of the
Indebtedness to which such Interest Swap Obligations relate; (e) Indebtedness
of the Company or any Subsidiary under Currency Hedge Obligations, provided
that (i) such Currency Hedge Obligations are related to payment obligations on
Indebtedness otherwise permitted under the provisions of Section 4.03 of this
Indenture or to the foreign currency cash flows reasonably expected to be
generated by the Company and the Subsidiaries and (ii) the notional principal
amount of such Currency Hedge Obligations does not exceed the principal amount
of the Indebtedness and the amount of the foreign currency cash flows to which
such Currency Hedge Obligations relate; (f) Indebtedness of the Company or any
Subsidiary outstanding on the Issue Date; (g) the Guarantees of the Securities
(and any assumption of the Obligations guaranteed thereby); (h) Indebtedness of
the Company or any Subsidiary in respect of bid performance bonds, surety
bonds, appeal bonds and letters of credit or similar arrangements issued for
the account of the Company or any Subsidiary, in each case in the ordinary
course of business and other than for an obligation for money borrowed; (i)
Indebtedness of the Company to a Guarantor or other Wholly Owned Subsidiary and
Indebtedness of a Guarantor or other Wholly Owned Subsidiary to the Company or
another Guarantor or other Wholly Owned Subsidiary; provided that upon any
subsequent issuance or transfer of any Capital Stock or any other event which
results in any such Guarantor ceasing to be a Guarantor or such Wholly Owned
Subsidiary ceasing to be a Wholly Owned Subsidiary, as the case may be, or any
other subsequent transfer of any such Indebtedness (except to the Company or a
Guarantor or other Wholly Owned Subsidiary), such Indebtedness shall be deemed,
in each case, to be incurred and shall be treated as an incurrence for purposes
of Section 4.03 of this Indenture at the time the Guarantor in question ceased
to be a Guarantor or the Wholly Owned Subsidiary in question ceased to be a
Wholly Owned Subsidiary; (j) Subordinated Indebtedness of the Company to an
Unrestricted Subsidiary; (k) Indebtedness of the Company in connection with a
purchase of the Securities pursuant to a Change of Control Offer, provided that
the aggregate principal amount of such Indebtedness does not exceed 101% of the
aggregate principal amount at Stated Maturity of the Securities purchased
pursuant to such Change of Control Offer; provided, further, that such
Indebtedness (A) has an Average Life equal to or greater than the remaining
Average Life of the Securities and (B) does not mature prior to one year
following the Stated Maturity of the Securities; (l) Permitted Refinancing
Indebtedness; (m) Permitted Subsidiary Refinancing Indebtedness; and (n)
additional Indebtedness in an aggregate principal amount not in excess of
$5,000,000 at any one time outstanding. So as to avoid duplication in
determining the amount of Permitted Indebtedness under any clause of this
definition, guarantees permitted to be incurred pursuant to this Indenture of,
or Obligations permitted to be incurred pursuant to this Indenture in respect
of letters of credit supporting, Indebtedness otherwise included in the
determination of such amount shall not also be included. For

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purposes of determining compliance with Sections 4.03 and 4.04, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness or is entitled to be incurred pursuant to
Sections 4.03 and 4.04, the Company shall, in its sole discretion, classify
such item of Indebtedness in any manner that complies with Sections 4.03 and
4.04 and such item of Indebtedness will be treated as having been incurred
pursuant to only one of such clauses or pursuant to Sections 4.03 and 4.04.

"Permitted Investments" means (a) certificates of deposit, bankers
acceptances, time deposits, Eurocurrency deposits and similar types of
Investments routinely offered by commercial banks organized in the United
States with final maturities of one year or less issued by commercial banks
organized in the United States having capital and surplus in excess of
$100,000,000 (or being a member or subsidiary of a bank holding system with
aggregate combined capital and surplus of at least $100,000,000); (b)
commercial paper issued by any corporation, if such commercial paper has credit
ratings of at least "A-1" or its equivalent by S&P or at least "P-I" or its
equivalent by Moody's; (c) U.S. Government Obligations with a maturity of four
years or less; (d) repurchase obligations for instruments of the type described
in clause (c) with any bank meeting the qualifications specified in clause (a)
above; (e) shares of money market mutual or similar funds having assets in
excess of $100,000,000; (f) payroll advances in the ordinary course of
business; (g) other advances and loans to officers and employees of the Company
or any Subsidiary, so long as the aggregate principal amount of such advances
and loans does not exceed $500,000 at any one time outstanding; (h) Investments
represented by that portion of the proceeds from Asset Sales that is not
required to be Cash Proceeds pursuant to Section 4.07 of this Indenture; (i)
Investments made by the Company in Guarantors or in its other Wholly Owned
Subsidiaries (or any Person that will be a Wholly Owned Subsidiary as a result
of such Investment) or by a Subsidiary in the Company or in one or more
Guarantors or other Wholly Owned Subsidiaries (or any Person that will be a
Wholly Owned Subsidiary as a result of such Investment); (j) Investments in
stock, obligations or securities received in settlement of debts owing to the
Company or any Subsidiary as a result of bankruptcy or insolvency proceedings
or upon the foreclosure, perfection or enforcement of any Lien in favor of the
Company or any Subsidiary, in each case as to debt owing to the Company or any
Subsidiary that arose in the ordinary course of business of the Company or any
such Subsidiary or otherwise in the Company's reasonable credit judgment; (k)
certificates of deposit, bankers acceptances, time deposits, Eurocurrency
deposits and similar types of Investments routinely offered by commercial banks
organized in the United States with final maturities of one year or less and in
an aggregate amount not to exceed $5,000,000 at any one time outstanding with a
commercial bank organized in the United States having capital and surplus in
excess of $75,000,000; (l) Interest Swap Obligations with respect to any
floating rate Indebtedness that is permitted by the terms of this Indenture to
be outstanding; (m) Currency Hedge Obligations, provided that such Currency
Hedge Obligations constitute Permitted Indebtedness permitted by clause (d) of
the definition thereof; (n) Investments in prepaid expenses, negotiable
instruments held for collection and lease, utility, worker's compensation and
performance and other similar deposits in the ordinary course of business; and
(o) Investments pursuant to any agreement or obligation of the Company or any
Subsidiary in effect on the Issue Date.

"Permitted Liens" means (a) Liens in existence on the Issue Date; (b)
Liens created for the benefit of the Securities and/or the Guarantees; (c)
Liens on Property of a Person existing at the time such Person is merged or
consolidated with or into the Company or a Subsidiary (and not incurred as a
result of, or in anticipation of, such transaction), provided that any such
Lien relates solely to such Property; (d) Liens on Property existing at the
time of the acquisition thereof (and not incurred as a result of, or in
anticipation of such transaction), provided that any such Lien relates solely
to such Property; (e) Liens incurred or pledges and deposits made in connection
with worker's compensation, unemployment insurance and other social security
benefits, statutory obligations, bid, surety or appeal bonds, performance or
tender bonds or leases or other obligations of a like nature incurred in the
ordinary course of business; (f) Liens, imposed by law or arising by operation
of law, including, without limitation, landlords', mechanics', carriers',
warehousemen's, materialmen's, suppliers' and vendors Liens and Liens for
master's and crew's wages and other similar maritime Liens, and incurred in the
ordinary course of business for sums not delinquent or being contested in good
faith, if such reserves or other appropriate provisions, if any, as shall be
required by GAAP shall have been made with respect thereof; (g) zoning
restrictions, easements, licenses, covenants, reservations, restrictions on the
use of real property and defects, irregularities and deficiencies in title to
real property that do not, individually or in the aggregate, materially affect
the ability of the Company or any Subsidiary to conduct its business presently
conducted; (h) Liens for taxes or assessments or other governmental charges or
levies not yet due and payable, or the validity of which is being contested by
the Company or a Subsidiary in good faith and by appropriate proceedings upon
stay of execution or the enforcement thereof and for which adequate reserves in
accordance with GAAP or other appropriate provision has been

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<PAGE> 18
made; (i) Liens to secure Indebtedness incurred for the purpose of financing
all or a part of the purchase price or construction cost of Property acquired
or constructed after the Issue Date, provided that (1) the principal amount of
Indebtedness secured by such Liens shall not exceed 100% of the lesser of cost
or Fair Market Value of the Property so acquired or constructed plus
transaction costs related thereto, (2) such Liens shall not encumber any other
assets or Property of the Company or any Subsidiary (other than the proceeds
thereof and accessions and upgrades thereto) and (3) such Liens shall attach to
such Property within 180 days of the date of the completion of the construction
or acquisition of such Property; (j) Liens securing Capital Lease Obligations,
provided, further, that such Liens secure Capital Lease Obligations which, when
combined with (1) the outstanding secured Indebtedness of the Company and its
Subsidiaries (other than Indebtedness secured by Liens described under clauses
(b) and (i) hereof) and (2) the aggregate principal amount of all other Capital
Lease Obligations of the Company and Subsidiaries, does not exceed $5,000,000
at any one time outstanding; (k) Liens to secure any extension, renewal,
refinancing or refunding (or successive extensions, renewals, refinancings or
refundings), in whole or in part, of any Indebtedness secured by Liens referred
to in the foregoing clauses (a), (c) and (d), provided, further, that such Lien
does not extend to any other Property of the Company or any Subsidiary and the
principal amount of the Indebtedness secured by such Lien is not increased; (l)
any charter or lease; (m) leases or subleases of real property to other
Persons; (n) Liens securing Permitted Indebtedness described in clause (b) of
the definition thereof; (o) judgment liens not giving rise to an Event of
Default so long as any appropriate legal proceedings which may have been
initiated for the review of such judgment shall not have been finally
terminated or the period within which such proceeding may be initiated shall
not have expired; (p) rights of off-set of banks and other Persons; (q) liens
in favor of the Company; (r) other deposits made to secure liability to
insurance carriers under insurance or self insurance arrangements; (s) Liens
securing reimbursement obligations under letters of credit, provided in each
case that such Liens cover only the title documents and related goods (and any
proceeds thereof) covered by the related letter of Credit and (t) Liens or
equitable encumbrances deemed to exist by reason of a negative pledge or other
arrangements to refrain from permitting Liens.

"Permitted Refinancing Indebtedness" means Indebtedness of the
Company, incurred in exchange for, or the net proceeds of which are used to
renew, extend, refinance, refund or repurchase, outstanding Indebtedness of the
Company which outstanding Indebtedness was incurred in accordance with, or is
otherwise permitted by, the terms of clauses (a) and (e) of the definition of
"Permitted Indebtedness," provided that (i) if the Indebtedness being renewed,
extended, refinanced, refunded or repurchased is pari passu with or
subordinated in right of payment (without regard to its being secured) to the
Securities, then such new Indebtedness is pari passu with or subordinated in
right of payment (without regard to its being secured) to, as the case may be,
the Securities at least to the same extent as the Indebtedness being renewed,
extended, refinanced, refunded or repurchased, (ii) such new Indebtedness is
scheduled to mature later than the Indebtedness being renewed, extended,
refinanced, refunded or repurchased, (iii) such new Indebtedness has an Average
Life at the time such Indebtedness is incurred that is greater than the Average
Life of the Indebtedness being renewed, extended, refinanced, refunded or
repurchased, and (iv) such new Indebtedness is in aggregate principal amount
(or, if such Indebtedness is issued at a price less than the principal amount
thereof, the aggregate amount of gross proceeds therefrom is) not in excess of
the aggregate principal amount then outstanding of the Indebtedness being
renewed, extended, refinanced, refunded or repurchased (or if the Indebtedness
being renewed, extended, refinanced, refunded or repurchased was issued at a
price less than the principal amount thereof, then not in excess of the amount
of liability in respect thereof determined in accordance with GAAP) plus the
amount of reasonable fees, expenses and premium, if any, incurred by the
Company or such Subsidiary in connection therewith.

"Permitted Subsidiary Refinancing Indebtedness" means Indebtedness of
any Subsidiary, incurred in exchange for, or the net proceeds of which are used
to renew, extend, refinance, refund or repurchase, outstanding Indebtedness of
such Subsidiary which outstanding Indebtedness was incurred in accordance with,
or is otherwise permitted by, the terms of clauses (e) and (f) of the
definition of "Permitted Indebtedness," provided that (i) if the Indebtedness
being renewed, extended, refinanced, refunded or repurchased is pari passu with
or subordinated in right of payment (without regard to its being secured) to
the Guarantee of such Subsidiary, then such new Indebtedness is pari passu with
or subordinated in right of payment (without regard to its being secured) to,
as the case may be, the Guarantee of such Subsidiary at least to the same
extent as the Indebtedness being renewed, extended, refinanced refunded or
repurchased, (ii) such new Indebtedness is scheduled to mature later than the
Indebtedness being renewed, extended, refinanced, refunded or repurchased,
(iii) such new Indebtedness has an Average Life at the time such Indebtedness
is incurred that is greater than the Average Life of the Indebtedness being
renewed, extended, refinanced, refunded or repurchased, and (iv) such new
Indebtedness is in an aggregate principal amount (or, if such Indebtedness is
issued at a price less than the

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<PAGE> 19
principal amount thereof, the aggregate amount of gross proceeds therefrom is)
not in excess of the aggregate principal amount then outstanding of the
Indebtedness being renewed, extended, refinanced, refunded or repurchased (or
if the Indebtedness being renewed, extended, refinanced, refunded or
repurchased was issued at a price less than the principal amount thereof, then
not in excess of the amount of liability in respect thereof determined in
accordance with GAAP) plus the amount of reasonable fees, expenses and premium,
if any, incurred by the Company or such Subsidiary in connection therewith.

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

"Preferred Stock" of any Person means Capital Stock of such Person of
any class or classes (however designated) that ranks prior, as to the payment
of dividends and/or as to the distribution of assets upon any voluntary or
involuntary liquidation, dissolution or winding up of such Person, to shares of
Capital Stock of at least one other class of such Person.

"Private Placement Legend" has the meaning set forth in Section
2.06(e)(i) hereto.

"Proceeding" has the meaning specified in Section 12.11(a).

"Process Agent" has the meaning specified in Section 12.11(a).

"Property" means, with respect to any Person, any interest of such
Person in any kind of property or asset, whether real, personal or mixed, or
tangible or intangible, excluding Capital Stock in any other Person.

"Qualified Equity Offering" means an offering of Capital Stock (other
than Redeemable Stock) of the Company for cash, whether pursuant to an
effective registration statement under the Securities Act (other than on Form
S-8) or any private placement of Capital Stock (other than Redeemable Stock) of
the Company which offering or placement is consummated after the Issue Date.

"Qualified Institutional Buyer" or "QIB" shall have the meaning
specified in Rule 144A under the Securities Act.

"Record Date" means, for the interest payable on any Interest Payment
Date, the date specified in Section 2.12.

"Redeemable Stock" means, with respect to any Person, any equity
security that by its terms or otherwise is required to be redeemed, or is
redeemable at the option of the holder thereof, at any time prior to one year
following the Stated Maturity of the Securities or is exchangeable into
Indebtedness of such Person or any of its subsidiaries.

"Redemption Date" means, when used with respect to any Security or
part thereof to be redeemed hereunder, the date fixed for redemption of such
Securities pursuant to the terms of the Securities and this Indenture.

"Redemption Price" means, when used with respect to any Security or
part thereof to be redeemed hereunder, the price fixed for redemption of such
Security pursuant to the terms of the Securities and this Indenture, plus
accrued and unpaid interest thereon, if any to the Redemption Date.

"Reg S Global Note" means a permanent global senior note that contains
the text referred to in footnotes 1 and 3 and the additional schedule referred
to in footnote 4 to the form of the Security attached hereto as Exhibit A, and
that is deposited with the Security Custodian and registered in the name of the
Depositary or its nominee, representing the Series A Notes sold in reliance on
Regulation S.

"Regulation S" means Regulation S under the Securities Act (including
any successor regulation thereto), as it may be amended from time to time.

"Registrar" has the meaning specified in Section 2.03.

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<PAGE> 20
"Registration Rights Agreement" means the A/B Exchange Registration
Rights Agreement, dated as June 26, 1998, by and among the Company, the
Guarantors and each of the purchasers named on the signature pages thereto, as
such agreement may be amended, modified or supplemented from time to time.

"Related Business" means the contract drilling business and activities
incidental thereto and any business related, complementary or ancillary
thereto.

"Replacement Asset" means a Property or asset that, as determined by
the Board of Directors of the Company as evidenced by a Board Resolution, is
used or is useful in a Related Business.

"Responsible Officer" means, when used with respect to the Trustee,
any officer assigned to the Corporate Trust Office, including any vice
president, assistant vice president, assistant secretary or any other officer
of the Trustee to whom any corporate trust matter is referred because of his or
her knowledge of and familiarity with the particular subject.

"Restricted Investment" means any Investment in any Person, including
an Unrestricted Subsidiary or the designation of a Subsidiary as an
Unrestricted Subsidiary, other than a Permitted Investment.

"Restricted Payment" means to (i) declare or pay any dividend on, or
make any distribution in respect of, or purchase, redeem, retire or otherwise
acquire for value, any Capital Stock of the Company or any Affiliate of the
Company, or warrants, rights or options to acquire such Capital Stock, other
than (x) dividends payable solely in the Capital Stock (other than Redeemable
Stock) of the Company or such Affiliate, as the case may be, or in warrants,
rights or options to acquire such Capital Stock and (y) dividends or
distributions by a Subsidiary to the Company or to a Wholly Owned Subsidiary;
(ii) make any principal payment on, or redeem, repurchase, defease (including
an in-substance or legal defeasance) or otherwise acquire or retire for value
(including pursuant to mandatory repurchase covenants), prior to any scheduled
principal payment, scheduled sinking fund payment or other stated maturity,
Indebtedness of the Company or any Subsidiary which is subordinated (whether
pursuant to its terms or by operation of law) in right of payment to the
Securities or the Guarantees, as applicable; or (iii) make any Restricted
Investment in any Person.

"Retired Indebtedness or Stock" has the meaning specified in Section
4.04.

"Rule 144A" means Rule 144A under the Securities Act (including any
successor regulation thereto), as it may be amended from time to time.

"S&P" means Standard & Poor's Ratings Group, a division of
McGraw-Hill, Inc., or if Standard & Poor's Ratings Group shall cease rating the
specified debt securities and such ratings ceases with respect thereto shall
have been transferred to a successor Person, such successor Person, provided
that if Standard & Poor's Ratings Group ceases rating the specified debt
securities and its ratings business with respect thereto shall not have been
transferred to any successor Person or such successor Person is Moody's, then
"S&P" shall mean any other nationally recognized rating agency selected by the
Trustee.

"Sale and Lease-Back Transaction" means, with respect to any Person,
any direct or indirect arrangement pursuant to which Property is sold or
transferred by such Person or a subsidiary of such Person and is thereafter
leased back from the purchaser or transferee thereof by such Person or one of
its subsidiaries.

"Securities" means the Series A Notes and Series B Notes issued
pursuant to this Indenture, as the same may be amended and supplemented from
time to time.

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

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

"Security Register" has the meaning specified in Section 2.03.

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<PAGE> 21
"Senior Debt" means any Indebtedness incurred by the Company, unless
the instrument under which such Indebtedness is incurred expressly provides
that it is subordinated in right of payment to the Securities, provided that
Senior Debt will not include (a) any liability for federal, state, local or
other taxes owed or owing, (b) any Indebtedness owing to any Subsidiaries of
the Company, (c) any trade payables or (d) any Indebtedness that is incurred in
violation of this Indenture.

"Series A Notes" means the Company's 11% Series A Senior Notes due
2005, as the same may be amended or supplemented from time to time in
accordance with the terms thereof, that are issued pursuant to this Indenture.

"Series B Notes" means the Company's 11% Series B Senior Notes due
2005, as the same may be amended or supplemented from time to time in
accordance with the terms thereof, that are issued pursuant to this Indenture
in exchange for the Series A Notes in the Exchange Offer.

"Significant Subsidiary" means a Subsidiary that is a "significant
subsidiary" as defined in Rule 1-02(w) of Regulation S-X under the Securities
Act and the Exchange Act.

"Special Record Date" means a date fixed by the Trustee pursuant to
Section 2.12 for the payment of Defaulted Interest.

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

"Subordinated Indebtedness" means any Indebtedness of the Company or
any Guarantor that is subordinated in right of payment to the Securities or the
Guarantees, as the case may be, and does not mature prior to the Stated
Maturity of the Securities.

"subsidiary" means, with respect to any Person, (i) any corporation
more than 50% of the outstanding Voting Stock of which is owned, directly or
indirectly, by such Person, or by one or more other subsidiaries of such
Person, or by such Person and one or more other subsidiaries of such Person,
(ii) any general partnership, limited liability company, joint venture or
similar entity, more than 50% of the outstanding partnership, membership or
similar interest of which is owned, directly or indirectly, by such Person, or
by one or more other subsidiaries of such Person, or by such Person and one or
more other subsidiaries of such Person and (iii) any limited partnership of
which such Person or any subsidiary of such Person is a general partner. For
purposes of this definition, any directors' qualifying shares or investments by
foreign nationals mandated by applicable law shall be disregarded in
determining the ownership of a Subsidiary.

"Subsidiary" means a subsidiary of the Company other than an
Unrestricted Subsidiary.

"Surviving Entity" has the meaning specified in Section 5.01.

"Transaction Date" has the meaning specified within the definition of
"Consolidated Interest Coverage Ratio."

"Transfer Restricted Security" means a Security bearing a Private
Placement Legend.

"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939,
as amended, as in force at the date as of which this Indenture was executed,
except as provided in Section 10.04.

"Trust Officer" means any officer or assistant officer within the
corporate trust department of the Trustee assigned by the Trustee to administer
its corporate trust matters.

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

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"U.S. Global Note" means a permanent Global Security that contains the
text referred to in footnotes 1 and 3 and the additional schedule referred to
in footnote 4 to the form of the Security attached hereto as Exhibit A, and
that is deposited with the Security Custodian and registered in the name of the
Depositary or its nominee, representing Securities sold in reliance on Rule
144A or in reliance on another exemption from the registration requirements of
the Securities Act.

"U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged; (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in either case
under clauses (i) or (ii) above, are not callable or redeemable at the option
of the issuers thereof; or (iii) depository receipts issued by a bank or trust
company as custodian with respect to any such U.S. Government Obligations or a
specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligation evidenced by such depository receipt.

"Uniform Commercial Code" means the New York Uniform Commercial Code
as in effect from time to time.

"Unrestricted Subsidiary" means any subsidiary of the Company that the
Company has classified as an Unrestricted Subsidiary and that has not been
reclassified as a Subsidiary pursuant to the terms of this Indenture.

"Voting Stock" means with respect to any Person, securities of any
class or classes of Capital Stock in such Person entitling the holder thereof
(whether at all times or at the times that such class of Capital Stock has
voting power by reason of the happening of any contingency) to vote in the
election of members of the board of directors or comparable body of such
Person.

"Wholly Owned Subsidiary" means any Subsidiary to the extent (i) all
of the Capital Stock or other ownership interests in such Subsidiary, other
than any directors' qualifying shares mandated by applicable law, is owned
directly or indirectly by the Company or (ii) such Subsidiary is organized in a
foreign jurisdiction and is required by the applicable laws and regulations of
such foreign jurisdiction to be partially owned by the government of such
foreign jurisdiction or individual or corporate citizens of such foreign
jurisdiction in order for such Subsidiary to transact business in such foreign
jurisdiction, provided that the Company, directly or indirectly, owns the
remaining Capital Stock or ownership interest in such Subsidiary and, by
contract or otherwise, controls the management and business of such Subsidiary
and derives the economic benefits of ownership of such Subsidiary to
substantially the same extent as if such Subsidiary were a wholly owned
Subsidiary.

SECTION 1.02. Incorporation by Reference of Trust Indenture Act.
This Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

"indenture securities" means the Securities.

"indenture security holder" means a Holder.

"indenture to be qualified" means this Indenture.

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

"obligor" on the indenture securities means the Company and any other
obligor on the indenture securities.

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

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SECTION 1.03. Rules of Construction. Unless the context
otherwise requires:

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

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

(3) "or" is not exclusive;

(4) "including" means including without limitation;

(5) words in the singular include the plural and words in the
plural include the singular;

(6) the words "herein," "hereof" and "hereunder" and other words
of similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision;

(7) provisions apply to successive events and transactions;

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

(9) unless otherwise expressly provided herein, the principal
amount of any Preferred Stock shall be the greater of (i) the maximum
liquidation value of such Preferred Stock or (ii) the maximum mandatory
redemption or mandatory repurchase price with respect to such Preferred Stock;
and

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

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ARTICLE 2

The Securities

SECTION 2.01. Form and Dating.

(a) The Securities, with the notation of the Guarantees endorsed
thereon and the Trustee's certificate of authentication thereon, shall be
substantially in the form of Exhibit A and Exhibit B-5, each which is hereby
incorporated in and expressly made a part of this Indenture. The Securities
may have such notations, legends or endorsements stamped, printed, lithographed
or engraved thereon as required by law, stock exchange rule, agreements to
which the Company is subject, if any, or usage (provided that any such
notation, legend or endorsement is in a form acceptable to the Company). Each
Security shall be dated the date of its authentication. The terms and
provisions contained in the Securities and the Guarantee set forth in Exhibit A
and Exhibit B-5 shall constitute, and are hereby expressly made, a part of this
Indenture and, to the extent applicable, the Company and the Guarantors, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.

(b) Series A Notes, with the notations of the Guarantees endorsed
thereon, shall be issued in the form of one or more permanent Global Securities
in definitive fully registered form without coupons. Securities offered and
sold to QIBs in reliance on Rule 144A shall be issued initially in the form of
the U.S. Global Notes, which shall be deposited on behalf of the purchasers of
the Securities represented thereby with the Securities Custodian, and
registered in the name of the Depositary or a nominee of the Depositary, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the U.S. Global Notes may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the Depositary or its nominee as hereinafter provided. Series A
Notes offered and sold in reliance on Regulation S shall be issued initially in
the form of the Reg S Global Note, which shall be deposited on behalf of the
purchasers of the Securities represented thereby with the Securities Custodian,
and registered in the name of the Depositary or the nominee of the Depositary
for the accounts of designated agents holding on behalf of Euroclear or Cedel,
duly executed by the Company and authenticated by the Trustee as hereinafter
provided. During the "40-day distribution compliance period" (as defined in
Regulation S) (the "40-day Distribution Compliance Period") beneficial
interests in the Reg S Global Note shall be held only through Euroclear or
Cedel, and, pursuant to the Depositary's procedures, Indirect Participants that
hold a beneficial interest in the Reg S Global Note shall not be able to
transfer such interest to a person that takes delivery thereof in the form of
an interest in the U.S. Global Notes. Following the termination of the 40-day
Distribution Compliance Period, beneficial interests in the Reg S Global Notes
shall be exchanged for beneficial interests in U.S. Global Notes and beneficial
interests in the U.S. Global Notes shall be exchanged for beneficial interests
in the Reg S Global Notes, pursuant to the Applicable Procedures. The aggregate
principal amount of the Reg S Global Notes may from time to time be increased
or decreased by adjustments made on the records of the Trustee and the
Depositary or its nominee, as the case may be, in connection with transfers of
interest as hereinafter provided.

Each Global Security shall represent such of the outstanding
Securities as shall be specified therein and each shall provide that it shall
represent the aggregate amount of outstanding Securities from time to time
endorsed on Schedule A thereto and that the aggregate amount of outstanding
Securities represented thereby may from time to time be reduced or increased,
as appropriate, to reflect exchanges, redemptions and transfers of interests.
Any endorsement of Schedule A of a Global Security to reflect the amount of any
increase or decrease in the amount of outstanding Securities represented
thereby shall be made by the Trustee or the Securities Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.

The provisions of the "Operating Procedures of the Euroclear
System" and "Terms and Conditions Governing Use of Euroclear" and the
"Management Regulations" and "Instructions to Participants" of Cedel shall be
applicable to interests in the Reg S Global Notes that are held by Participants
through Euroclear or Cedel. The Trustee shall have no obligation to notify
Holders of any such procedures or to monitor or enforce compliance with the
same.

Except as set forth in Section 2.06 hereof, the Global
Securities may be transferred, in whole and not in part, only to another
nominee of the Depositary or to a successor of the Depositary or its nominee.

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(c) This paragraph 2.01(c) shall apply only to Global Securities
deposited with or on behalf of the Depositary. The Company shall execute and
the Trustee shall, in accordance with this paragraph, authenticate and deliver
the Global Securities that (i) shall be registered in the name of the
Depositary or the nominee of the Depositary and (ii) shall be delivered by the
Trustee to the Depositary or pursuant to the Depositary's instructions or held
by the Securities Custodian. Participants shall have no rights either under
this Indenture with respect to any Global Securities held on their behalf by
the Depositary or by the Securities Custodian as custodian for the Depositary
or under such Global Security, and the Depositary may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Participants, the operation of
customary practices of such Depositary governing the exercise of the rights of
an owner of a beneficial interest in any Global Security.

(d) Any certificated Security that may be issued pursuant to
Section 2.06(b) or (c) shall be issued in the form of a note in definitive,
fully registered form, without coupons, substantially in the form set forth in
Exhibit B-5 hereto (each a "Certificated Security"). Upon issuance, any such
Certificated Security shall be duly executed by the Company, with the
endorsement of Guarantees thereon executed by the Guarantors, and authenticated
by the Trustee as hereinafter provided.

SECTION 2.02. Execution and Authentication. The aggregate
principal amount at Stated Maturity of Securities outstanding at any time shall
not exceed $100,000,000 except as provided in Section 2.08 hereof. Two
executive officers of the Company shall sign the Securities for the Company by
manual or facsimile signature. The Company's seal shall be impressed, affixed,
imprinted or reproduced on the Securities and may be in facsimile form. The
Securities shall have the notation relating to the Guarantees executed by each
Guarantor in the manner provided for in Section 11.03 hereof and endorsed
thereon.

If an executive officer of the Company whose signature is on a
Security no longer holds that office at the time the Trustee authenticates the
Security, the Security shall be valid nevertheless.

Notwithstanding any other provision hereof, the Trustee shall
authenticate and deliver Securities only upon receipt by the Trustee of an
Officers' Certificate and Opinion of Counsel complying with Sections 12.01 and
12.02 hereof with respect to satisfaction of all conditions precedent contained
in this Indenture to authentication and delivery of such Securities.

Upon compliance by the Company with the provisions of the previous
paragraph, the Trustee shall, upon receipt of an Order requesting such action,
authenticate Securities for original issuance in an aggregate principal amount
at Stated Maturity not to exceed $100,000,000 in the form of the Global
Security. Such Order shall specify the amount of Securities to be
authenticated and the date on which the Securities are to be authenticated and
shall further provide instructions concerning registration, amounts for each
Holder and delivery.

Series B Notes may be issued only in exchange for a like principal
amount of Series A Notes pursuant to an Exchange Offer.

Upon the occurrence of any event specified in Section 2.06(a) hereof
and compliance by the Company with the provisions of the paragraph preceding the
immediately preceding paragraph, the Company shall execute and the Trustee shall
authenticate and deliver to each beneficial owner identified by the Depositary,
in exchange for such beneficial owner's interest in the Global Security,
Certificated Securities representing Securities theretofore represented by the
Global Security.

A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security. The
signature shall be conclusive evidence, and the only evidence, that the
Security has been authenticated under this Indenture.

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<PAGE> 26
The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate the Securities. Unless limited by the terms of
such appointment, an authenticating agent may authenticate Securities whenever
the Trustee may do so. Each reference in this Indenture to authentication by
the Trustee includes authentication by such agent. An authenticating agent has
the same rights as any Registrar, Paying Agent or agent for service of notices
and demands.

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

If the Securities are to be issued in the form of one or more Global
Securities, then the Company shall execute and the Trustee shall authenticate
and deliver one or more Global Securities that shall represent and shall be in
minimum denominations of $1,000.

SECTION 2.03. Registrar and Paying Agent. The Company shall
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent"). The Registrar
shall keep a register of the Securities (the "Security Register") and of their
transfer and exchange. The Company may have one or more co-registrars and one
or more additional paying agents; provided, however, that so long as U. S.
Trust Company of Texas, N.A. shall be the Trustee, without the consent of the
Trustee, there shall be no more than one Registrar or Paying Agent. The term
"Paying Agent" includes any additional paying agent.

The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall
notify the Trustee of the name and address of any such agent. If the Company
fails to maintain a Registrar or Paying Agent, the Trustee shall act as such
and shall be entitled to appropriate compensation therefor pursuant to Section
7.07.

The Company initially appoints the Trustee as Registrar and Paying
Agent in connection with the Securities. The Company may, upon written notice
to the Trustee, change the designation of the Trustee as Registrar or Paying
Agent and appoint another Person to act as Registrar for purposes of this
Indenture except that, for the purposes of Article 3, Article 12 and Sections
4.07 and 4.09, none of the Company, any Guarantor, any Restricted Subsidiary or
any Affiliate of the Company or of any Guarantor shall act as Paying Agent. If
any Person other than the Trustee acts as Registrar, the Trustee shall have the
right at any time, upon reasonable notice, to inspect or examine the Security
Register and to make such inquiries of the Registrar as the Trustee shall in
its discretion deem necessary or desirable in performing its duties hereunder.

Upon surrender for registration of transfer of any Security at an
office or agency of the Company designated for such purpose, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of any
authorized denomination or denominations, of like tenor and aggregate principal
amount, all as requested by the transferor.

Every Security presented or surrendered for registration of transfer
or for exchange shall (if so required by the Company, the Trustee or the
Registrar) be duly endorsed, or be accompanied by a duly executed instrument of
transfer in form satisfactory to the Company, the Trustee and the Registrar, by
the Holder thereof or such Holder's attorney duly authorized in writing.

The Company initially appoints the Depository Trust Company ("DTC") to
act as the Depositary with respect to the Global Securities. Cede & Co. has
been appointed as the nominee of DTC.

SECTION 2.04. Paying Agent To Hold Money in Trust. Prior to each
due date of the principal, premium, if any, and interest on any Security, the
Company shall deposit with the Paying Agent a sum sufficient to pay such
principal, premium, if any, and interest when so becoming due. The Company
shall require each Paying Agent (other than the Trustee) to agree in writing
that the Paying Agent shall hold in trust for the benefit of Holders or the
Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, of or interest on the Securities and

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<PAGE> 27
shall notify the Trustee of any default by the Company in making any such
payment. If the Company or a Subsidiary acts as Paying Agent, it shall
segregate the money held by it as Paying Agent and hold it as a separate trust
fund. The Company at any time may require a Paying Agent to pay all money held
by it to the Trustee and to account for any funds disbursed by the Paying
Agent. Upon complying with this Section, the Paying Agent shall have no
further liability for the money delivered to the Trustee.

SECTION 2.05. Global Securities.

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

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

(c) Whenever, as a result of an optional redemption of Securities
by the Company, a Change of Control Offer, an Asset Sale Offer, or an exchange
pursuant to the second sentence of Section 2.06(a) hereof, a Global Security is
redeemed, repurchased or exchanged in part, such Global Security shall be
surrendered by the Holder thereof to the Trustee who shall cause an adjustment
to be made to Schedule A attached thereto so that the principal amount at
Stated Maturity of such Global Security will be equal to the portion of such
Global Security not redeemed, repurchased or exchanged and shall thereafter
return such Global Security to such Holder, provided that each such Global
Security shall be in a principal amount at Stated Maturity of $1,000 or an
integral multiple thereof.

SECTION 2.06. Transfer and Exchange.

(a) Transfer and Exchange of Global Securities. The transfer and
exchange of beneficial interests in Global Securities shall be effected through
the Depositary, in accordance with this Indenture and the Applicable
Procedures, which shall include restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Beneficial
interests in a Global Security may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in the same Global Security in
accordance with the transfer restrictions set forth in the legend in subsection
(e) of this Section 2.06. Transfers of beneficial interests in the Global
Securities to Persons required to take delivery thereof in the form of an
interest in another Global Security shall be permitted as follows:

(i) U.S. Global Note to Reg S Global Note. Prior to the
expiration of the 40-day Distribution Compliance
Period, an owner of a beneficial interest in a U.S.
Global Note deposited with the Depositary (or the
Securities Custodian) will not be permitted to
transfer its interest to a Person who wishes to
take delivery thereof in the form of an interest in
the Reg S Global Note. If, at any time after the
expiration of the 40-day Distribution Compliance
Period, an owner of a beneficial interest in a U.S.
Global Note deposited with the Depositary (or the
Securities Custodian) wishes to transfer its
beneficial interest in such U.S. Global Note to a
Person who is required or permitted to take
delivery thereof in the form of an interest in a
Reg S Global Note, such owner shall, subject to the
Applicable Procedures, exchange or cause the
exchange of such interest for an equivalent
beneficial interest in a Reg S Global Note as
provided in this Section 2.06(a)(i). Upon receipt
by the Trustee of (1) instructions given in
accordance with the Applicable Procedures from a
Participant directing the Trustee to credit or
cause to be credited a beneficial interest in the
Reg S Global Note in an amount equal to the
beneficial interest in the U.S. Global Note to be
exchanged, (2) a written order given in accordance
with the Applicable Procedures

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containing information regarding the Participant
account of the Depositary and the Euroclear or Cedel
account to be credited with such increase, and (3) a
certificate in the form of Exhibit B-1 hereto given
by the owner of such beneficial interest stating
that the transfer of such interest has been made in
compliance with the transfer restrictions applicable
to the Global Securities and pursuant to and in
accordance with Rule 903 or Rule 904 of Regulation
S, then the Trustee, as Registrar, shall instruct
the Depositary to reduce or cause to be reduced the
aggregate principal amount at Maturity of the
applicable U.S. Global Note and to increase or cause
to be increased the aggregate principal amount at
Maturity of the applicable Reg S Global Note by the
principal amount at Maturity of the beneficial
interest in the U.S. Global Note to be exchanged or
transferred, to credit or cause to be credited to
the account of the Person specified in such
instructions, a beneficial interest in the Reg S
Global Note equal to the reduction in the aggregate
principal amount at Maturity of the U.S. Global
Note, and to debit, or cause to be debited, from the
account of the Person making such exchange or
transfer the beneficial interest in the U.S. Global
Note that is being exchanged or transferred.

(ii) Reg S Global Note to U.S. Global Note. Prior to
the expiration of the 40-day Distribution
Compliance Period, an owner of a beneficial
interest in a Reg S Global Note deposited with the
Depositary (or the Securities Custodian) will not
be permitted to transfer its interest to a Person
who wishes to take delivery thereof in the form of
an interest in a U.S. Global Note. If, at any
time, after the expiration of the 40-day
Distribution Compliance Period, an owner of a
beneficial interest in a Reg S Global Note
deposited with the Depositary or with the
Securities Custodian wishes to transfer its
beneficial interest in such Reg S Global Note to a
Person who is required or permitted to take
delivery thereof in the form of an interest in a
U.S. Global Note, such owner shall, subject to the
Applicable Procedures, exchange or cause the
exchange of such interest for an equivalent
beneficial interest in a U.S. Global Note as
provided in this Section 2.06(a)(ii). Upon receipt
by the Trustee of (1) instructions from Euroclear
or Cedel, if applicable, and the Depositary,
directing the Trustee, as Registrar, to credit or
cause to be credited a beneficial interest in the
U.S. Global Note equal to the beneficial interest
in the Reg S Global Note to be exchanged, such
instructions to contain information regarding the
Participant account with the Depositary to be
credited with such increase, (2) a written order
given in accordance with the Applicable Procedures
containing information regarding the participant
account of the Depositary and (3) a certificate in
the form of Exhibit B-2 attached hereto given by
the owner of such beneficial interest stating (A)
if the transfer is pursuant to Rule 144A, that the
Person transferring such interest in a Reg S Global
Note reasonably believes that the Person acquiring
such interest in a U.S. Global Note is a QIB and is
obtaining such beneficial interest in a transaction
meeting the requirements of Rule 144A and any
applicable blue sky or securities laws of any state
of the United States, (B) that the transfer
complies with the requirements of Rule 144 under
the Securities Act or (C) if the transfer is
pursuant to any other exemption from the
registration requirements of the Securities Act,
that the transfer of such interest has been made in
compliance with the transfer restrictions
applicable to the Global Securities and pursuant to
and in accordance with the requirements of the
exemption claimed, such statement to be supported
by an Opinion of Counsel from the transferee or the
transferor in form and substance reasonably
acceptable to the Company and to the Registrar and,
in each case, in accordance with any applicable
securities laws of any state of the United States
or any other applicable jurisdiction, then the
Trustee, as Registrar, shall instruct the
Depositary to reduce or cause to be reduced the
aggregate principal amount at maturity of such Reg
S Global Note and to increase or cause to be
increased the aggregate principal amount at
maturity of the applicable U.S. Global Note by the
principal amount at maturity of the beneficial
interest in the Reg S Global Note to be exchanged
or transferred, and the Trustee, as Registrar,
shall instruct the Depositary, concurrently with
such redemption, to credit or cause to be credited
to the account of the Person specified in such
instructions a beneficial interest in the
applicable U.S. Global

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<PAGE> 29
Note equal to the reduction in the aggregate
principal amount at maturity of such Reg S Global
Note and to debit or cause to be debited from the
account of the Person making such transfer the
beneficial interest in the Reg S Global Note that is
being exchanged or transferred.

(b) Transfer and Exchange of Certificated Securities.
When Certificated Securities are presented by a Holder to the Registrar with a
request to register the transfer of the Certificated Securities or to exchange
such Certificated Securities for an equal principal amount of Certificated
Securities of other authorized denominations, the Registrar shall register the
transfer or make the exchange as requested only if the Certificated Securities
are presented or surrendered for registration of transfer or exchange, are
endorsed and contain a signature guarantee or are accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly executed by
such Holder or by his attorney and contains a signature guarantee, duly
authorized in writing and the Registrar received the following documentation
(all of which may be submitted by facsimile):

in the case of Certificated Securities that are
Transfer Restricted Securities, such request shall
be accompanied by the following additional
information and documents, as applicable:

(A) if such Transfer Restricted Security is being
delivered to the Registrar by a Holder for
registration in the name of such Holder,
without transfer, or such Transfer Restricted
Security is being transferred to the Company,
a certification to that effect from such
Holder (in substantially the form of Exhibit
B-3 hereto); or

(B) if such Transfer Restricted Security is being
transferred to a QIB in accordance with Rule
144A under the Securities Act or pursuant to
an exemption from registration in accordance
with Rule 144 under the Securities Act or in
an offshore transaction pursuant to and in
compliance with Rule 904 under the Securities
Act or pursuant to an effective registration
statement under the Securities Act, a
certification to that effect from such Holder
(in substantially the form of Exhibit B-3
hereto); or

(C) if such Transfer Restricted Security is being
transferred in reliance on any other
exemption from the registration requirements
of the Securities Act, a certification to
that effect from such Holder (in
substantially the form of Exhibit B-3 hereto)
and an Opinion of Counsel from such Holder or
the transferee reasonably acceptable to the
Company and to the Registrar to the effect
that such transfer is in compliance with the
Securities Act.

(i) The Global Securities that are Transfer Restricted Securities
or the Exchange Global Securities, as the case may be, shall
be exchanged by the Company for one or more Certificated
Securities representing Series A Notes or Series B Notes, as
the case may be, if (x) the Depositary (i) has notified the
Company that it is unwilling or unable to continue as, or
ceases to be, a "Clearing Agency" registered under Section 17A
of the Exchange Act and (ii) a successor to the Depositary
registered as a "Clearing Agency" under Section 17A of the
Exchange Act is not able to be appointed by the Company within
90 calendar days or (y) the Depositary is at any time
unwilling or unable to continue as Depositary and a successor
to the Depositary is not able to be appointed by the Company
within 90 calendar days or (iii) the Company, at its option,
delivers a notice in the form of an Officers' Certificate that
it elects to cause the issuance of Certificated Securities.
If an Event of Default occurs and is continuing, the Company
shall, at the request of the Holder thereof, exchange all or
part of a Global Security that is a Transfer Restricted
Security or an Exchange Global Security, as the case may be,
for one or more Certificated Securities representing Series A
Notes or Series B Notes, as the case may be; provided that the
principal amount of each of such Certificated Securities, and
such Global Security, after such exchange, shall be $1,000 or
an integral multiple thereof. Whenever a Global Security is
exchanged

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<PAGE> 30
as a whole for one or more Certificated Securities, it shall be
surrendered by the Holder thereof to the Trustee for
cancellation. Whenever a Global Security is exchanged in part
for one or more Certificated Securities, it shall be
surrendered by the Holder thereof to the Trustee and the
Trustee shall make the appropriate notations to Schedule A
thereof pursuant to Section 2.01 hereof. All Certificated
Securities or Series B Notes, as the case may be, issued in
exchange for a Global Security or any portion thereof shall be
registered in such names, and delivered, as the Depositary
shall instruct the Trustee. Any Certificated Securities issued
pursuant to this Section 2.06(c)(i) shall include the Private
Placement Legend, except as otherwise provided for by Section
2.06 hereof. Interests in a Global Security may not be
exchanged for Certificated Securities other than as provided in
this Section 2.06. If a beneficial interest in a Transfer
Restricted Security is being transferred, the following
additional documents and information must be submitted
(including by facsimile):

(A) if such beneficial interest is being transferred to
the Person designated by the Depositary as being
the beneficial owner, a certification to that
effect from such Person (in substantially the form
of Exhibit B-4 hereto);

(B) if such beneficial interest is being transferred to
a QIB in accordance with Rule 144A under the
Securities Act or pursuant to an exemption from
registration in accordance with Rule 144 under the
Securities Act or in an offshore transaction
pursuant to and in compliance with Rule 904 under
the Securities Act or pursuant to an effective
registration statement under the Securities Act, a
certification to that effect from the transferor
(in substantially the form of Exhibit B-4 hereto);
and

(C) if such beneficial interest is being transferred in
reliance on any other exemption from the
registration requirements of the Securities Act, a
certification to that effect from the transferor
(in substantially the form of Exhibit B-4 hereto)
and an Opinion of Counsel from the transferee or
the transferor reasonably acceptable to the Company
and to the Registrar to the effect that such
transfer is in compliance with the Securities Act,
in which case the Trustee or the Securities
Custodian, at the direction of the Trustee, shall,
in accordance with the standing instructions and
procedures existing between the Depositary and the
Securities Custodian, cause the aggregate principal
amount of U.S. Global Notes or Reg S Global Notes,
as applicable, to be reduced accordingly and,
following such reduction, the Company shall execute
and, the Trustee shall authenticate and deliver to
the transferee a Certificated Security in the
appropriate principal amount.

(ii) Certificated Securities issued in exchange for a beneficial
interest in a U.S. Global Note or Reg S Global Note, as
applicable, pursuant to this Section 2.06(c) shall be
registered in such names and in such authorized denominations
as the Depositary, pursuant to instructions from its
Participants or Indirect Participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such
Certificated Securities to the Persons in whose names such
Securities are so registered. Following any such issuance of
Certificated Securities, the Trustee, as Registrar, shall
instruct the Depositary to reduce or cause to be reduced the
aggregate principal amount at maturity of the applicable
Global Security to reflect the transfer.

(d) Restrictions on Transfer and Exchange of Global Securities.
Notwithstanding any other provision of this Indenture (other than the
provisions set forth in subsection (e) of this Section 2.06), a Global Security
may not be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. Any Holder of
a beneficial interest in a Global Security shall, by acceptance of such Global
Security, agree that transfers of beneficial interests in such Global Security
may be effected only through a book entry system maintained by the Holder of
such Global Security (or its agent), and that ownership of a beneficial
interest in the Securities represented hereby shall be required to be reflected
in book entry form. Interests of beneficial owners in a Global Security may be
transferred in accordance with the rules and procedures of the Depositary (or
its successors).

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<PAGE> 31
(e) Legends.

(i) Except as permitted by the following paragraphs
(ii), (iii) and (iv), each Security certificate
evidencing Global Securities and Certificated
Securities (and all Securities issued in exchange
therefor or substitution thereof) shall bear a
legend (the "Private Placement Legend") in
substantially the following form:

THIS NOTE (OR ITS PREDECESSOR) AND ANY GUARANTEE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS, EXCEPT AS SET FORTH IN THE SECOND
SENTENCE HEREOF. BY ITS ACQUISITION HEREOF OR OF A
BENEFICIAL INTEREST HEREIN, THE HOLDER:

(1) REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) (A "QIB"), OR (B)
IT IS ACQUIRING THIS NOTE IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S
UNDER THE SECURITIES ACT,

(2) AGREES THAT IT WILL NOT RESELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO
THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B)
TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QIB PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (C) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 903 OR 904 OF
REGULATION S UNDER THE SECURITIES ACT, (D) IN
A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144 UNDER THE SECURITIES ACT, (E) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT (AND BASED UPON AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY, IF REQUESTED BY
THE COMPANY) OR (F) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT AND, IN EACH CASE, IN
ACCORDANCE WITH THE APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER APPLICABLE JURISDICTION AND

(3) AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS NOTE OR AN INTEREST
HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND.

AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS
GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE
SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY
TRANSFER OF THIS NOTE IN VIOLATION OF THE
FOREGOING.

(ii) Upon any sale or transfer of a Transfer Restricted
Security (including any Transfer Restricted
Security represented by a Global Security) pursuant
to Rule 144 under the Securities Act or pursuant to
an effective registration statement under the
Securities Act:

(A) in the case of any Transfer Restricted
Security that is a Certificated Security, the
Registrar shall permit the Holder thereof to
exchange such Transfer Restricted

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<PAGE> 32
Security for a Certificated Security that
does not bear the legend set forth in (i)
above and rescind any restriction on the
transfer of such Transfer Restricted Security
upon receipt of a certification from the
transferring Holder substantially in the form
of Exhibit B-4 hereto; and

(B) in the case of any Transfer Restricted
Security represented by a Global Security,
such Transfer Restricted Security shall not
be required to bear the legend set forth in
(i) above, but shall continue to be subject
to the provisions of Section 2.06(a) and (b)
hereof; provided, however, that with respect
to any request for an exchange of a Transfer
Restricted Security that is represented by a
Global Security for a Certificated Security
that does not bear the legend set forth in
(i) above, which request is made in reliance
upon Rule 144, the Holder thereof shall
certify in writing to the Registrar that such
request is being made pursuant to Rule 144
(such certification to be substantially in
the form of Exhibit B-4 hereto).

(iii) Upon any sale or transfer of a Transfer Restricted
Security (including any Transfer Restricted Security
represented by a Global Security) in reliance on any
exemption from the registration requirements of the
Securities Act (other than exemptions pursuant to
Rule 144A or Rule 144 under the Securities Act) in
which the Holder or the transferee provides an
Opinion of Counsel to the Company and the Registrar
in form and substance reasonably acceptable to the
Company and the Registrar (which Opinion of Counsel
shall also state that the transfer restrictions
contained in the legend are no longer applicable):

(A) in the case of any Transfer
Restricted Security that is a
Certificated Security, the Registrar
shall permit the Holder thereof to
exchange such Transfer Restricted
Security for a Certificated Security
that does not bear the legend set
forth in (i) above and rescind any
restriction on the transfer of such
Transfer Restricted Security; and

(iv) By its acceptance of any Initial Security
represented by a certificate bearing the Private
Placement Legend, each Holder of, and beneficial
owner of an interest in, such Initial Security
acknowledges the restrictions on transfer of such
Initial Security set forth in the Private Placement
Legend and under the heading "Notice to Investors"
in the Offering Memorandum and agrees that it will
transfer such Initial Security only in accordance
with the Private Placement Legend and the
restrictions set forth under the heading "Notice to
Investors" in the Offering Memorandum.

(v) Notwithstanding the foregoing, upon the occurrence
of the Exchange Offer in accordance with the
Registration Rights Agreement, the Company shall
issue and, upon receipt of an authentication order
in accordance with Section 2.02 hereof, the Trustee
shall authenticate (i) one or more unrestricted
Global Securities in aggregate principal amount
equal to the principal amount of the restricted
beneficial interests validly tendered and not
properly withdrawn by Persons that certify in the
letter of transmittal delivered in the Exchange
Offer that they are not (x) broker-dealers, (y)
Persons participating in the distribution of the
Series B Notes or (z) Persons who are affiliates
(as defined in Rule 144 under the Securities Act)
of the Company and accepted for exchange in the
Exchange Offer and (ii) Certificated Securities
that do not bear the Private Placement Legend in an
aggregate principal amount equal to the principal
amount of the Certificated Securities that are
Transfer Restricted Securities accepted for
exchange in the Exchange Offer. Concurrently

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<PAGE> 33
with the issuance of such Securities, the Trustee
shall cause the aggregate principal amount of the
applicable Global Securities to be reduced
accordingly and the Company shall execute and the
Trustee shall authenticate and deliver to the
Persons designated by the Holders of Certificated
Securities so accepted Certificated Securities in
the appropriate principal amount.

(f) Cancellation and/or Adjustment of Global Securities. At such
time as all beneficial interests in Global Securities have been exchanged for
Certificated Securities, redeemed, repurchased or canceled, all Global
Securities shall be returned to or retained and canceled by the Trustee in
accordance with Section 2.11 hereof. At any time prior to such cancellation, if
any beneficial interest in a Global Security is exchanged for Certificated
Securities, redeemed, repurchased or canceled, the principal amount of
Securities represented by such Global Security shall be reduced accordingly and
an endorsement shall be made on such Global Security, by the Trustee or the
Securities Custodian, at the direction of the Trustee, to reflect such
reduction.

(g) General Provisions Relating to Transfers and Exchanges.

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

(ii) No service charge shall be made to a Holder for any
registration of transfer or exchange, but the
Company may require payment of a sum sufficient to
cover any stamp or transfer tax or similar
governmental charge payable in connection therewith
(other than any such stamp or transfer taxes or
similar governmental charge payable upon exchange
or transfer pursuant to Sections 2.10, 3.06, 4.07,
4.09 and 10.06 hereto).

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

(iv) The Registrar shall not be required: (A) to issue,
to register the transfer of or to exchange
Securities during a period beginning at the opening
of fifteen (15) Business Days before the day of any
selection of Securities for redemption under
Section 3.02 hereof and ending at the close of
business on the day of selection, (B) to register
the transfer of or to exchange any Security so
selected for redemption in whole or in part, except
the unredeemed portion of any Security being
redeemed in part, or (C) to register the transfer
of or to exchange a Security between a Record Date
and the next succeeding Interest Payment Date.

(v) Prior to due presentment for the registration of a
transfer of any Security, the Trustee, any Agent
and the Company may deem and treat the Person in
whose name any Security is registered as the
absolute owner of such Security for the purpose of
receiving payment of principal of and interest on
such Securities and for all other purposes, and
neither the Trustee, any Agent nor the Company
shall be affected by notice to the contrary.

(iv) The Trustee shall authenticate Global Securities
and Certificated Securities in accordance with the
provisions of Section 2.02 hereof.

SECTION 2.07. Holder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to
it of the names and addresses of Holders and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee, in writing at least five Business Days before each interest
payment date and at such other times as the Trustee may request in writing, a
list (which may be

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<PAGE> 34
conclusively relied upon by the Trustee) in such form and as of such date as
the Trustee may reasonably require of the names and addresses of Holders and
the Company shall otherwise comply with TIA Section 312(a).

SECTION 2.08. Replacement Securities. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements
of Section 8-405 of the Uniform Commercial Code are met and the Holder
satisfies any other reasonable requirements of the Trustee. If required by the
Trustee or the Company, such Holder shall furnish an indemnity bond sufficient
in the judgment of the Company and the Trustee to protect the Company, the
Trustee, the Paying Agent, the Registrar and any co-registrar from any loss
which any of them may suffer if a Security is replaced. In case any such
mutilated, destroyed, lost or stolen Security has become or is about to become
due and payable, the Company, in its discretion may, instead of issuing a new
Security, pay such Security.

Upon the issuance of any new Security under this Section 2.08, the
Company may require the payment by the Holder of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee) connected
therewith.

Every new Security issued pursuant to this Section 2.08 in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

The provisions of this Section 2.08 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 2.09. Outstanding Securities. Securities outstanding at
any time are all Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation and those described in
this Section as not outstanding. A Security does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Security.

If a Security is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser, in which
event the replacement Security shall cease to be outstanding, subject to the
provisions of Section 8-405 of the Uniform Commercial Code. A mutilated
Security ceases to be outstanding upon surrender of such Security and
replacement thereof pursuant to Section 2.08.

If the Paying Agent (other than the Company, a Guarantor or an
Affiliate of the Company or a Guarantor) segregates and holds in trust, in
accordance with this Indenture, on a Redemption Date or Maturity date money
sufficient to pay all principal, premium, if any, interest and any other
amounts payable on that date with respect to the Securities (or portions
thereof) to be redeemed or maturing, as the case may be, then on and after that
date such Securities (or such portions thereof) shall cease to be outstanding
and interest on them shall cease to accrue.

In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent or any amendment,
modification or other change to this Indenture, Securities held or beneficially
owned by the Company or Guarantor or an Affiliate of the Company or a Guarantor
of the Company or by agents of any of the foregoing shall be disregarded,
except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent or any
amendments, modification or other change to this Indenture, only Securities
which a Responsible Officer actually knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith shall
not be disregarded if the pledgee establishes to the satisfaction of the
Trustee such pledgee's right so to act with respect to the Securities and that
the pledgee is not the Company, a Guarantor or an Affiliate of the Company or
of a Guarantor or any of their agents. The Trustee may require an Officers'
Certificate listing Securities owned by the Company, or a Guarantor or an
Affiliate of the Company or a Guarantor or by any agents of the foregoing.

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<PAGE> 35
SECTION 2.10. Temporary Securities. Until definitive Securities
are ready for delivery, the Company may prepare and upon Order the Trustee
shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of definitive Securities but may have variations that
the Company considers appropriate for temporary Securities. Without
unreasonable delay, the Company shall prepare and upon Order the Trustee shall
authenticate definitive Securities and deliver them in exchange for temporary
Securities.

SECTION 2.11. Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange or payment. Upon Order, the Trustee and no
one else shall cancel and destroy (subject to the record retention requirements
of the Exchange Act) all Securities surrendered for registration of transfer,
exchange, payment or cancellation and deliver a certificate of such destruction
to the Company. The Company may not issue new Securities to replace Securities
it has redeemed, paid or delivered to the Trustee for cancellation.

SECTION 2.12. Payment of Interest; Interest Rights Preserved.
Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date, shall be paid to the Person in
whose name such Security is registered at the close of business on the Record
Date for such interest payment, which shall be the June 15 or December 15
(whether or not a Business Day) immediately preceding such Interest Payment
Date.

Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the registered
Holder on the relevant Record Date, and, except as hereinafter provided, such
Defaulted Interest and any interest payable on such Defaulted Interest may be
paid by the Company, at its election, as provided in clause (a) or (b) below:

(a) The Company may elect to make payment of any Defaulted
Interest, and any interest payable on such Defaulted Interest, to the Persons
in whose names the Securities are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on the Securities and
the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as provided in this
clause (a). Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than
10 days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and,
in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor to be sent, first class mail, postage prepaid, to each Holder at such
Holder's address as it appears in the Security Register, not less than 10 days
prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in whose names
the Securities are registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the following clause (b).

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

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

SECTION 2.13. Authorized Denominations. The Securities shall be
issuable in denominations of $1,000 and any integral multiple thereof.

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<PAGE> 36
SECTION 2.14. CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use) and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided, however, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.

SECTION 2.15. Persons Deemed Holders. The Company, the Trustee,
any Paying Agent and any authenticating agent may treat the Person in whose
name any Security is registered as the owner of such Security for the purpose
of receiving payments of principal of, premium, if any, or interest on such
Security and for all other purposes. None of the Company, the Trustee, any
Paying Agent or any authenticating agent shall be affected by any notice to the
contrary.

ARTICLE 3

Redemption

SECTION 3.01. Notices to Trustee. If the Company elects to
redeem Securities pursuant to Section 3.07, it shall notify the Trustee in
writing of the Redemption Date, the principal amount of Securities to be
redeemed, the Redemption Price and the Section of this Indenture and the
paragraph of the Securities pursuant to which the redemption will occur.

The Company shall give each notice to the Trustee provided for in this
Section at least 60 days before the Redemption Date unless the Trustee consents
to a shorter period. Such notice shall be accompanied by an Officers'
Certificate and an Opinion of Counsel from the Company to the effect that such
redemption will comply with the conditions herein and in the Securities.

SECTION 3.02. Selection of Securities To Be Redeemed. If less
than all the Securities are to be redeemed at any time, the Trustee shall
select the Securities to be redeemed on a pro rata basis, or by any other
method which the Trustee shall determine to be fair and appropriate and which
complies with any securities exchange and other applicable requirements,
provided that the Trustee may select for redemption in part only Securities in
denominations larger than $1,000. In selecting Securities to be redeemed
pursuant to this Section 3.02, the Trustee shall make such adjustments,
reallocations and eliminations as it shall deem proper so that the principal
amount at Stated Maturity of each Security to be redeemed shall be $1,000 or an
integral multiple thereof, by increasing, decreasing or eliminating any amount
less than $1,000 which would be allocable to any Holder. If the Securities to
be redeemed are Certificated Securities, the Certificated Securities to be
redeemed shall be selected by the Trustee by prorating, as nearly as may be, or
by any other method which the Trustee shall determine to be fair and
appropriate and which complies with any securities exchange and other
applicable requirements, the principal amount of Certificated Securities to be
redeemed among the Holders of Certificated Securities registered in their
respective names. The Trustee in its discretion may determine the particular
Securities (if there are more than one) registered in the name of any Holder
which are to be redeemed, in whole or in part. Provisions of this Indenture
that apply to Securities called for redemption also apply to portions of
Securities called for redemption. The Trustee shall notify the Company
promptly of the Securities or portions of Securities to be redeemed.

SECTION 3.03. Notice of Redemption. At least 30 days but not
more than 60 days before a date for redemption of Securities, the Company shall
mail a notice of redemption by first-class mail to each Holder of Securities to
be redeemed at its registered address.

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

(1) the Redemption Date;

(2) the Redemption Price;

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<PAGE> 37
(3) the name and address of the Paying Agent;

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

(5) if any Global Security is being redeemed in part, the portion
of the principal amount of such Security to be redeemed and that, after the
Redemption Date, the Global Security, with a notation on Schedule A thereof
adjusting the principal amount thereof to be equal to the unredeemed portion,
will be returned to the Holder thereof;

(6) if any Certificated Security is being redeemed in part, the
portion of the principal amount of such Security to be redeemed and that, after
the Redemption Date, a new Certificated Security or Certificated Securities in
principal amount equal to the unredeemed portion will be issued;

(7) if fewer than all the outstanding Securities are to be
redeemed, the identification and principal amounts of the particular Securities
to be redeemed;

(8) that, unless the Company defaults in making such redemption
payment or the Paying Agent is prohibited from making such payment pursuant to
the terms of this Indenture, interest on Securities (or portion thereof) called
for redemption ceases to accrue on and after the Redemption Date;

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

(10) the paragraph of the Securities and the Section of the
Indenture pursuant to which the Securities are being called for redemption; and

(11) any other information necessary to enable Holders to comply
with the notice of redemption.

At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section at least 45 days before the Redemption Date.

SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become due and payable
on the Redemption Date and at the Redemption Price stated in the notice. Upon
surrender to the Paying Agent, such Securities shall be paid at the Redemption
Price stated in the notice, plus accrued interest to the Redemption Date.
Failure to give notice or any defect in the notice to any Holder shall not
affect the validity of the notice to any other Holder.

SECTION 3.05. Deposit of Redemption Price. No later than 10:00
a.m. (New York City time) on the Redemption Date, the Company shall deposit
with the Paying Agent (or, if the Company or a Subsidiary is the Paying Agent,
shall segregate and hold in trust) money sufficient to pay the Redemption Price
of and accrued interest on all Securities to be redeemed on that date other
than Securities or portions of Securities called for redemption which have been
delivered by the Company to the Trustee for cancellation.

So long as the Company complies with the preceding paragraph and the
other provisions of this Article 3, interest on the Securities to be redeemed
on the applicable Redemption Date shall cease to accrue from and after such
date and such Securities or portions thereof shall be deemed not to be entitled
to any benefit under this Indenture except to receive payment of the Redemption
Price on the Redemption Date. If any Security called for redemption shall not
be so paid upon surrender for redemption, then, from Redemption Date until such
principal is paid, interest shall be paid on the unpaid principal and, to the
extent permitted by law, on any accrued but unpaid interest thereon, in each
case at the rate prescribed therefor by this Indenture and such Securities.

SECTION 3.06. Securities Redeemed in Part. Upon surrender and
cancellation of a Certificated Security that is redeemed in part, the Company
shall issue and the Trustee shall authenticate and deliver to the surrendering

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<PAGE> 38
Holder (at the Company's expense) a new Certificated Security equal in
principal amount to the unredeemed portion of the Certificated Security
surrendered and canceled, provided that each such Certificated Security shall
be in a principal amount at Stated Maturity of $1,000 or an integral multiple
thereof.

Upon surrender of a Global Security that is redeemed in part, the
Paying Agent shall forward such Global Security to the Trustee who shall make a
notation on Schedule A thereof to reduce the principal amount of such Global
Security to an amount equal to the unredeemed portion of such Global Security,
as provided in Section 2.05 hereof.

SECTION 3.07. Optional Redemption.

(a) Except as set forth in subsection (b) of this Section 3.07,
the Company shall not have the option to redeem the Securities pursuant to this
Section 3.07 prior to June 30, 2003. On or after such date, the Company shall
have the option to redeem the Securities , in whole or in part upon not less
than 30 days' nor more than 60 days' notice, at the Redemption Prices
(expressed as percentages of principal amount at Stated Maturity), if redeemed
during the 12-month period beginning June 30 of the years indicated below, in
each case, together with any interest accrued and unpaid to the Redemption Date
(subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date):

<TABLE>
<CAPTION>
<S> <C>
Year Percentage
---- ----------

2003 105.5000%
2004 and thereafter 100.0000%
</TABLE>

(b) Notwithstanding the foregoing, at any time on or before June
30, 2001, the Company may, at its option, redeem up to a maximum of 35% of the
aggregate principal amount at Stated Maturity of the Securities with the net
cash proceeds of one or more Qualified Equity Offerings at a Redemption Price
equal to 111% of the principal amount thereof, plus accrued and unpaid interest
thereon to the Redemption Date; provided that at least $65,000,000 of the
aggregate principal amount at Stated Maturity of the Securities shall remain
outstanding immediately after the occurrence of any such redemption; and
provided, further, that each such redemption shall occur within 90 days of the
closing of such Qualified Equity Offering.

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ARTICLE 4

Covenants

SECTION 4.01. Payment of Securities. The Company shall promptly
pay the principal of, premium, if any, on and interest on the Securities on the
dates and in the manner provided in the Securities and in this Indenture.
Principal, premium and interest shall be considered paid on the date due if on
or before 10:00 a.m., New York City time, on such date the Trustee or a Paying
Agent, other than the Company or a Guarantor, or an Affiliate of the Company or
a Guarantor, holds in New York, New York in accordance with this Indenture
money sufficient to pay all principal, premium and interest then due and the
Trustee or the Paying Agent, as the case may be, is not prohibited from paying
such money to the Holders on that date pursuant to the terms of this Indenture.

The Company shall pay interest (including post-petition interest in
any proceeding under any applicable bankruptcy law) on overdue principal and
premium, if any, at the rate borne by the Securities to the extent lawful; and
it shall pay interest (including post-petition interest in any proceeding under
any applicable bankruptcy law on overdue installments of interest (without
regard to any applicable grace period) at the same rate to the extent lawful.

SECTION 4.02. Commission Reports. So long as any Securities are
outstanding, whether or not the Company is subject to Section 13(a) or 15(d) of
the Exchange Act, or any successor provision thereto, the Company shall file
with the Commission the annual reports, quarterly reports and other documents
which the Company would have been required to file with the Commission pursuant
to such Section 13(a) or 15(d) or any successor provision thereto if the
Company were subject thereto, such documents to be filed with the Commission on
or prior to the respective dates (the "Required Filing Dates") by which the
Company would have been required to file them. The Company shall also (whether
or not it is required to file reports with the Commission), within 30 days of
each Required Filing Date, (i) transmit by mail to all holders of Securities,
as their names and addresses appear in the Security Register, without cost to
such holders or Persons, and (ii) file with the Trustee, copies of the annual
reports, quarterly reports and other documents (without exhibits) which the
Company has filed or would have filed with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act, any successor provisions thereto or this
Section 4.02. The Company shall not be required to file any report, document
or other information with the Commission if the Commission does not permit such
filing.

SECTION 4.03. Limitation on Indebtedness. The Company will not,
and will not permit any of its Subsidiaries to, directly or indirectly, incur
any Indebtedness (including Acquired Indebtedness) unless, after giving pro
forma effect to the incurrence of such Indebtedness, the Consolidated Interest
Coverage Ratio for the Determination Period preceding the Transaction Date is
at least 2.5 to 1.0. Notwithstanding the foregoing, the Company or any
Subsidiary (subject to the provisions of Section 4.04) may incur Permitted
Indebtedness. Any Indebtedness of a Person existing at the time at which such
Person becomes a Subsidiary (whether by merger, consolidation, acquisition or
otherwise) shall be deemed incurred by such Subsidiary at the time at which it
becomes a Subsidiary.

SECTION 4.04. Limitation on Subsidiary Indebtedness and Preferred
Stock. Subject to the provisions of Section 4.03, the Company will not permit
any Subsidiary to, directly or indirectly, incur any Indebtedness or issue any
Preferred Stock except:

(i) Indebtedness or Preferred Stock issued to and held by the
Company, a Guarantor or a Wholly Owned Subsidiary, so long as any transfer of
such Indebtedness or Preferred Stock to a Person other than the Company,
Guarantor or a Wholly Owned Subsidiary will be deemed to constitute an
incurrence of such Indebtedness or Preferred Stock by the issuer thereof as of
the date of such transfer;

(ii) Acquired Indebtedness or Preferred Stock of a Subsidiary
issued and outstanding prior to the date on which such Subsidiary was acquired
by the Company (other than Indebtedness or Preferred Stock issued in connection
with or in anticipation of such acquisition);

(iii) Indebtedness or Preferred Stock outstanding on the Issue Date;

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<PAGE> 40
(iv) Indebtedness described in clauses (b), (c), (d), (e), (f),
(g), (h), (k) and (n) under the definition of "Permitted Indebtedness";

(v) Permitted Subsidiary Refinancing Indebtedness of such
Subsidiary;

(vi) Indebtedness or Preferred Stock issued in exchange for, or the
proceeds of which are used to refinance, repurchase or redeem, Indebtedness or
Preferred Stock described in clauses (i) and (iii) of this Section (the
"Retired Indebtedness or Stock"), provided that the Indebtedness or the
Preferred Stock so issued has (A) a principal amount or liquidation value, as
the case may be, not in excess of the principal amount or liquidation value of
the Retired Indebtedness or Stock plus related expenses for redemption and
issuance, (B) a final redemption date later than the stated maturity or final
redemption date (if any) of the Retired Indebtedness or Stock and (C) an
Average Life at the time of issuance of such Indebtedness or Preferred Stock
that is greater than the Average Life of the Retired Indebtedness or Stock;

(vii) Indebtedness of a Subsidiary which represents the assumption
by such Subsidiary of Indebtedness of another Subsidiary in connection with a
merger of such Subsidiaries, provided that no Subsidiary or any successor (by
way of merger) thereto existing on the Issue Date shall assume or otherwise
become responsible for any Indebtedness of an entity which is not a Subsidiary
on the Issue Date, except to the extent that a Subsidiary would be permitted to
incur such Indebtedness under this Section;

(viii) Non-Recourse Indebtedness incurred by a foreign Subsidiary not
constituting a Guarantor; and

(ix) Indebtedness incurred to finance all or a part of the purchase
price or construction, repair or improvement cost of Property acquired,
constructed, repaired or improved after the Issue Date.

SECTION 4.05. Limitation on Restricted Payments.

(a) The Company will not, and will not permit any of its
Subsidiaries to, make any Restricted Payment, unless at the time of and after
giving effect to the proposed Restricted Payment, (i) no Default shall have
occurred and be continuing (or would immediately result therefrom), (ii) the
Company could incur at least $1.00 of additional Indebtedness under the tests
described in the first sentence of Section 4.03 of this Indenture and (iii) the
aggregate amount of all Restricted Payments declared or made on or after the
Issue Date by the Company or any Subsidiary shall not exceed the sum of (A) 50%
(or if such Consolidated Net Income shall be a deficit, minus 100% of such
deficit) of the aggregate Consolidated Net Income accrued during the period
beginning on the first day of the fiscal quarter in which the Issue Date falls
and ending on the last day of the fiscal quarter for which internal financial
statements are available ending immediately prior to the date of such proposed
Restricted Payment, minus 100% of the amount of any writedowns, write-offs and
other negative extraordinary charges not otherwise reflected in Consolidated
Net Income during such period, plus (B) an amount equal to the aggregate net
cash proceeds received by the Company, subsequent to the Issue Date, from the
issuance or sale (other than to a Subsidiary) of shares of its Capital Stock
(excluding Redeemable Stock, but including Capital Stock issued upon the
exercise of options, warrants or rights to purchase Capital Stock (other than
Redeemable Stock) of the Company) and the liability (expressed as a positive
number) as expressed on the face of a balance sheet in accordance with GAAP in
respect of any Indebtedness of the Company or any of its Subsidiaries, or the
carrying value of Redeemable Stock, which has been converted into, exchanged
for or satisfied by the issuance of shares of Capital Stock (other than
Redeemable Stock) of the Company, subsequent to the Issue Date, plus (C) 100%
of the net reduction in Restricted Investments, subsequent to the Issue Date,
in any Person, resulting from payments of interest on Indebtedness, dividends,
repayments of loans or advances, or other transfers of Property (but only to
the extent such interest, dividends, repayments or other transfers of Property
are not included in the calculation of Consolidated Net Income), in each case
to the Company or any Subsidiary from any Person (including, without
limitation, from Unrestricted Subsidiaries) or from redesignations of
Unrestricted Subsidiaries as Subsidiaries (valued in each case as provided in
the definition of "Investments"), not to exceed in the case of any Person the
amount of Restricted Investments previously made by the Company or any
Subsidiary in such Person and in each such case which was treated as a
Restricted Payment, plus $10,000,000.

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<PAGE> 41
(b) The foregoing provisions will not prevent (i) the
payment of any dividend on Capital Stock of any class within 60 days after the
date of its declaration if at the date of declaration such payment would be
permitted by this Indenture; (ii) any repurchase or redemption of Capital Stock
or Subordinated Indebtedness of the Company or a Subsidiary made by exchange
for Capital Stock of the Company (other than Redeemable Stock), or out of the
net cash proceeds from the substantially concurrent issuance or sale (other
than to a Subsidiary) of Capital Stock of the Company (other than Redeemable
Stock), provided that the net cash proceeds from such sale are excluded from
computations under Section 4.05(a)(iii)(B) above to the extent that such
proceeds are applied to purchase or redeem such Capital Stock or Subordinated
Indebtedness; (iii) so long as no Default shall have occurred and be continuing
or should occur as a consequence thereof, any repurchase or redemption of
Subordinated Indebtedness of the Company or a Subsidiary solely in exchange
for, or out of the net cash proceeds from the substantially concurrent sale of,
new Subordinated Indebtedness of the Company or a Subsidiary, so long as such
Subordinated Indebtedness is permitted under Section 4.03 of this Indenture and
(1) is subordinated to the Securities at least to the same extent as the
Subordinated Indebtedness so exchanged, purchased or redeemed, (2) has a stated
maturity later than the stated maturity of the Subordinated Indebtedness so
exchanged, purchased or redeemed and (3) has an Average Life at the time
incurred that is greater than the remaining Average Life of the Subordinated
Indebtedness so exchanged, purchased or redeemed; (iv) Investments in any Joint
Ventures and foreign Subsidiaries not constituting Guarantors in an aggregate
amount not to exceed $5,000,000; (v) the payment of any dividend or
distribution by a Subsidiary of the Company or any of its Wholly Owned
Subsidiaries; (vi) so long as no Default or Event of Default shall have
occurred and be continuing or should occur as a consequence thereof, the
repurchase, redemption or other acquisition or retirement for value of any
Capital Stock of the Company held by any employee of the Company or any of its
Subsidiaries, provided that the aggregate price paid for all such repurchased,
redeemed, acquired or retired Capital Stock pursuant to the terms of an
employee benefit plan or employment or similar agreement shall not exceed
$500,000 in any calendar year; and (vii) the acquisition of Capital Stock by
the Company in connection with the exercise of stock options or stock
appreciation rights by way of cashless exercise or in connection with the
satisfaction of withholding tax obligations. Notwithstanding the foregoing,
the amount available for Investments in Joint Ventures and foreign Subsidiaries
pursuant to clause (iv) of the preceding sentence may be increased by the
aggregate amount received by the Company and its Subsidiaries from a Joint
Venture or a foreign Subsidiary on or before such date resulting from payments
of interest on Indebtedness, dividends, repayments of loans or advances or
other transfers of Property made to such Joint Venture or foreign Subsidiary
(but only to the extent such interest, dividends, repayments or other transfers
of Property are not included in the calculation of Consolidated Net Income).
Restricted Payments permitted to be made as described in the first sentence of
this Section 4.05(b) will be excluded in calculating the amount of Restricted
Payments thereafter, except that any such Restricted Payments permitted to be
made pursuant to clauses (i), (iv), (v) (but only to the extent paid to someone
other than the Company or any of its Wholly Owned Subsidiaries) and (vi) will
be included in calculating the amount of Restricted Payments thereafter.

(c) For purposes of this Section 4.05, if a particular Restricted
Payment involves a non-cash payment, including a distribution of assets, then
such Restricted Payment shall be deemed to be an amount equal to the cash
portion of such Restricted Payment, if any, plus an amount equal to the Fair
Market Value of the non-cash portion of such Restricted Payment.

SECTION 4.06. Limitation on Dividends and Other Payment
Restrictions Affecting Subsidiaries. The Company will not, and will not permit
any Subsidiary, directly or indirectly, to create, enter into any agreement
with any Person or otherwise cause or suffer to exist or become effective any
consensual encumbrance or restriction of any kind which by its terms restricts
the ability of any Subsidiary to (a) pay dividends, in cash or otherwise, or
make any other distributions on its Capital Stock to the Company or any
Subsidiary, (b) pay any Indebtedness owed to the Company or any Subsidiary, (c)
make loans or advances to the Company or any Subsidiary or (d) transfer any of
its Property or assets to the Company or any Subsidiary except any encumbrance
or restriction contained in any agreement or instrument:

(i) existing on the Issue Date;

(ii) relating to any Property or assets acquired after the Issue
Date, so long as such encumbrance or restriction relates only to the Property
or assets so acquired and is not and was not created in anticipation of such
acquisition;

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<PAGE> 42
(iii) relating to any Acquired Indebtedness of any Subsidiary at the
date on which such Subsidiary was acquired by the Company or any Subsidiary
(other than Indebtedness incurred in anticipation of such acquisition);

(iv) effecting a refinancing of Indebtedness incurred pursuant to
an agreement referred to in the foregoing clauses (i) through (iii), so long as
the encumbrances and restrictions contained in any such refinancing agreement
are no more restrictive than the encumbrances and restrictions contained in
such agreements;

(v) constituting customary provisions restricting subletting or
assignment of any lease of the Company or any Subsidiary or provisions in
license agreements or similar agreements that restrict the assignment of such
agreement or any rights thereunder;

(vi) constituting restrictions on the sale or other disposition of
any Property securing Indebtedness as a result of a Permitted Lien on such
Property;

(vii) constituting any temporary encumbrance or restriction with
respect to a Subsidiary pursuant to an agreement that has been entered into for
the sale or disposition of all or substantially all of the Capital Stock of, or
Property and assets of, such Subsidiary; or

(viii) existing under or by reason of applicable law, rules or
regulations, or any order or ruling by any governmental authority;

(ix) constituting customary restrictions on cash or other deposits
imposed by customers under contracts entered into in the ordinary course of
business;

(x) constituting restrictions with respect to a Subsidiary imposed
pursuant to an agreement entered into for the sale or disposition of all or
substantially all of the capital stock or assets of such Subsidiary pending the
closing of such sale or disposition; or

(xi) constituting provisions contained in agreements or
instruments relating to Indebtedness which prohibit the transfer of all or
substantially all of the assets of the obligor thereunder unless the transferee
shall assume the obligations of the obligor under such agreement or instrument.

SECTION 4.07. Limitation on Asset Sales.

(a) The Company will not engage in, and will not permit any
Subsidiary to engage in, any Asset Sale unless (a) except in the case of an
Asset Sale resulting from the requisition of title to, seizure or forfeiture of
any Property or assets or any actual or constructive total loss or an agreed or
compromised total loss, the Company or such Subsidiary, as the case may be,
receives consideration at the time of such Asset Sale at least equal to the
Fair Market Value of the Property; and (b) at least 75% of such consideration
consists of Cash Proceeds (or the assumption of Indebtedness of the Company or
such Subsidiary relating to the Capital Stock or Property or asset that was the
subject of such Asset Sale and the unconditional release of the Company or such
Subsidiary from such Indebtedness); and (c) the Company delivers to the Trustee
an Officers' Certificate certifying that such Asset Sale complies with clauses
(a) and (b); provided, however that any Asset Sale pursuant to a condemnation,
appropriation or other similar taking, including by deed in lieu of
condemnation, or pursuant to the foreclosure or other enforcement of a
Permitted Lien or exercise by the related lienholder of rights with respect
thereto, including by deed or assignment in lieu of foreclosure, shall not be
required to satisfy the conditions set forth in clauses (a) and (b) of this
sentence. The Company or such Subsidiary, as the case may be, may apply the
Net Available Proceeds from each Asset Sale (x) to the acquisition of one or
more Replacement Assets, or (y) to repurchase or repay Senior Debt (with a
permanent reduction of availability in the case of revolving credit
borrowings); provided that such acquisition or such repurchase or repayment
shall be made within 365 days after the consummation of the relevant Asset
Sale; provided, further, however, that the amount of (A) any liabilities (as
shown on the Company's or such Subsidiary's most recent balance sheet or in the
notes thereto) of the Company or any Subsidiary that are assumed by the
transferee of any such assets and (B) any notes or other obligations received
by the Company or any such Subsidiary from such transferee that are converted
by the Company or such Subsidiary into cash (to the extent of the case
received) within 90 days of such Asset Sale, shall be deemed to be cash for
purposes of this

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<PAGE> 43
provision. Any Net Available Proceeds from any Asset Sale that are not used to
so acquire Replacement Assets or to repurchase or repay Senior Debt within 365
days after consummation of the relevant Asset Sale constitute "Excess
Proceeds."

(b) When the aggregate amount of Excess Proceeds exceeds
$10,000,000, the Company shall within 30 days thereafter be required to make an
offer to all Holders of Securities and other Indebtedness that ranks by its
terms pari passu in right of payment with the Securities and the terms of which
contain substantially similar requirements with respect to the application of
net proceeds from asset sales as are contained in this Indenture (an "Asset
Sale Offer") to purchase on a pro rata basis the maximum principal amount of
Securities, that is an integral multiple of $1,000, that may be purchased out
of the Excess Proceeds, at an offer price in cash (the "Asset Sale Offer
Purchase Price") in an amount equal to 100% of the principal amount at Stated
Maturity thereof plus accrued and unpaid interest thereon, if any, to the Asset
Sale Offer Purchase Date, in accordance with the procedures set forth in
Section 4.07(c).

(c) Within 30 days of the date that the amount of Excess Proceeds
exceeds $10,000,000, the Company, or the Trustee at the request and expense of
the Company, shall send to each Holder by first class mail, postage prepaid, a
notice prepared by the Company stating:

(i) that an Asset Sale Offer is being made pursuant to
this Section 4.07 and that all Securities properly tendered will be
accepted for payment, subject to proration in the event that the
amount of Excess Proceeds is less than the aggregate Asset Sale Offer
Purchase Price of all Securities properly tendered pursuant to the
Asset Sale Offer;

(ii) the Asset Sale Offer Purchase Price, the amount of
Excess Proceeds that are available to be applied to purchase tendered
Securities, and the date Securities are to be purchased pursuant to
the Asset Sale Offer (the "Asset Sale Offer Purchase Date"), which
date shall be a date no earlier than 30 days and not later than 40
days subsequent to the date such notice is mailed;

(iii) that any Securities or portions thereof not
properly tendered or accepted for payment will continue to accrue
interest;

(iv) that, unless the Company defaults in the payment of
the Asset Sale Offer Purchase Price with respect thereto, all
Securities or portions thereof accepted for payment pursuant to the
Asset Sale Offer shall cease to accrue interest from and after the
Asset Sale Offer Purchase Date;

(v) that any Holder electing to have any Securities or
portions thereof purchased pursuant to the Asset Sale Offer will be
required to surrender such Securities, with the form entitled "Option
of Holder to Elect Purchase" on the reverse of such Securities
completed, to the Paying Agent at the address specified in the notice,
prior to the close of business on the third Business Day preceding the
Asset Sale Offer Purchase Date;

(vi) that any Holder shall be entitled to withdraw such
election if the Paying Agent receives, not later than the close of
business on the second Business Day preceding the Asset Sale Offer
Purchase Date, a telegram, telex, facsimile transmission or letter,
setting forth the name of the Holder, the principal amount of
Securities delivered for purchase, and a statement that such Holder is
withdrawing such Holder's election to have such Securities or portions
thereof purchased pursuant to the Asset Sale Offer;

(vii) that any Holder electing to have Securities
purchased pursuant to the Asset Sale Offer must specify the principal
amount at Stated Maturity that is being tendered for purchase, which
principal amount must be $1,000 or an integral multiple thereof;

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<PAGE> 44
portion of the Certificated Security or Securities surrendered, which
unpurchased portion will be equal in principal amount at Stated
Maturity to $1,000 or an integral multiple thereof;

(ix) that the Trustee will return to the Holder of a
Global Security that is being purchased in part, such Global Security
with a notation on Schedule A thereof adjusting the principal amount
at Stated Maturity thereof to be equal to the unpurchased portion of
such Global Security; and

(x) the instructions and any other information
necessary to enable any Holder to tender Securities and to have such
Securities purchased, or to withdraw such tender, pursuant to this
Section 4.07.

(d) If the aggregate Asset Sale Offer Purchase Price of the
Securities surrendered by Holders exceeds the amount of Excess Proceeds as
indicated in the notice required by Section 4.07(c) hereof, the Trustee shall
select the Securities to be purchased on a pro rata basis based on the
principal amount of the Securities tendered, with such adjustments as may be
deemed appropriate by the Trustee and to comply with any securities exchange
and other applicable requirements, so that only Securities in denominations of
$1,000 or integral multiples thereof shall be purchased.

(e) On or before the Asset Sale Offer Purchase Date, the Company
shall (i) accept for payment any Securities or portions thereof properly
tendered and selected for purchase pursuant to the Asset Sale and Section
4.07(d) hereof; (ii) irrevocably deposit with the Paying Agent, by 10:00 a.m.,
New York City time, on such date, in immediately available funds, an amount
equal to the Asset Sale Offer Purchase Price in respect of all Securities or
portions thereof so accepted; and (iii) deliver, or cause to be delivered, to
the Trustee the Securities so accepted together with an Officers' Certificate
listing the Securities or portions thereof tendered to the Company and accepted
for payment. The Paying Agent shall promptly send by first class mail, postage
prepaid, to each Holder of Securities or portions thereof so accepted for
payment, payment in an amount equal to the Asset Sale Offer Purchase Price for
such Securities or portions thereof. The Company shall publicly announce the
results of the Asset Sale Offer on or as soon as practicable after the Asset
Sale Offer Purchase Date. For purposes of this Section 4.07, the Trustee shall
act as the Paying Agent.

(f) Upon surrender and cancellation of a Certificated Security
that is purchased in part, the Company shall promptly issue and the Trustee
shall authenticate and deliver to the surrendering Holder of such Certificated
Security a new Certificated Security equal in principal amount to the
unpurchased portion of such surrendered Certificated Security; provided that
each such new Certificated Security shall be in a principal amount at Stated
Maturity of $1,000 or an integral multiple thereof.

Upon surrender of a Global Security that is purchased in part
pursuant to an Asset Sale Offer, the Paying Agent shall forward such Global
Security to the Trustee who shall make a notation on Schedule A thereof to
reduce the principal amount of such Global Security to an amount equal to the
unpurchased portion of such Global Security, as provided in Section 2.05
hereof.

(g) Upon completion of an Asset Sale Offer (including payment of
the Asset Sale Offer Purchase Price for accepted Securities), any surplus
Excess Proceeds that were subject to such offer shall cease to be Excess
Proceeds, the amount of Excess Proceeds shall be reset to zero and the Company
may use any remaining amount for general corporate purposes.

(h) Pending the final application of any such Net Available
Proceeds, the Company may temporarily reduce Indebtedness under any Credit
Facility or otherwise invest such Net Available Proceeds in any manner that is
not prohibited under this Indenture.

(i) The Company shall comply with any applicable tender offer
rules (including, without limitation, any applicable requirements of Rule 14e-1
under the Exchange Act) in the event that an Asset Sale Offer is required under
the circumstances described herein.

SECTION 4.08. Limitation on Transactions with Affiliates.

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<PAGE> 45
(a) Subsequent to the Issue Date, the Company will not, and will
not permit any Subsidiary to, directly or indirectly, enter into or permit to
exist any transaction or series of related transactions (including, but limited
to, the purchase, sale or exchange of Property, the making of any Investment,
the giving of any guarantee to, or the rendering of any service with, any
Affiliate of the Company, other than transactions among the Company and any
Guarantor or any Wholly Owned Subsidiaries) unless (i) such transaction or
series of related transactions is on terms no less favorable to the Company or
such Subsidiary than those that could be obtained in a comparable arm's length
transaction with a Person that is not such an Affiliate of the Company and
(ii) (A) with respect to a transaction or series of related transactions that
has a Fair Market Value in excess of $5,000,000 but less than $10,000,000, the
Company delivers an Officers' Certificate to the Trustee certifying that such
transaction or series of related transactions complies with clause (i) above;
or (B) with respect to a transaction or series of related transactions that has
a Fair Market Value equal to or in excess of $10,000,000, the transaction or
series of related transactions is approved by a majority of the Board of
Directors of the Company (including a majority of the disinterested directors),
which approval is set forth in a Board Resolution certifying that such
transaction or series of transactions complies with clause (i) above.

(b) The foregoing provisions shall not be applicable to (i)
reasonable and customary compensation, indemnification and other benefits paid
or made available to an officer, director or employee of the Company or a
Subsidiary for services rendered in such person's capacity as an officer,
director or employee (including reimbursement or advancement of reasonable
out-of-pocket expenses and provisions of directors' and officers' liability
insurance as well as stock option agreements, restricted stock agreements and
consulting or similar agreements), (ii) the making of any Restricted Payment
otherwise permitted by this Indenture, (iii) any existing employment agreement,
stock option agreement, restricted stock agreement, consulting agreement or
similar agreement, (iv) any agreement in effect on the Issue Date or any
amendment thereto (so long as such amendment is, taken as a whole, no less
favorable to the holders of the Securities than the original agreement as in
effect on the Issue Date) and any transactions contemplated thereby, or (v) any
transaction described in the section entitled "Certain Relationships and
Related Transactions" of the Offering Memorandum.

SECTION 4.09. Change of Control.

(a) Upon the occurrence of a Change of Control, each Holder will
have the right to require the Company to repurchase all of such Holder's
Securities in whole or in part (the "Change of Control Offer") at a purchase
price (the "Change of Control Purchase Price") in cash equal to 101% of the
aggregate principal amount at Stated Maturity thereof, plus accrued and unpaid
interest thereon, if any, to the Change of Control Payment Date on the terms
described below.

(b) Within 30 days following any Change of Control, the Company or
the Trustee (at the expense of the Company) will mail a notice to each Holder
and to the Trustee stating,

(i) that a Change of Control has occurred and a Change
of Control Offer is being made pursuant to this Section 4.09, and
that, although Holders are not required to tender their Securities,
all Securities that are timely tendered will be accepted for payment;

(ii) the Change of Control Purchase Price and the
repurchase date, which will be no earlier than 30 days and no later
than 60 days after the date such notice is mailed (the "Change of
Control Payment Date");

(iii) that any Security or portion thereof accepted for
payment pursuant to the Change of Control Offer (and duly paid for on
the Change of Control Payment Date) will cease to accrue interest
after the Change of Control Payment Date;

(iv) that any Security or portion thereof not properly
tendered will continue to accrue interest;

(v) that any Holder electing to have any Securities or
portions thereof purchased pursuant to a Change of Control Offer will
be required to surrender such Securities, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of such Securities
completed, to the

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Paying Agent at the address specified in the notice, prior to the
close of business on the third Business day preceding the Change of
Control Date;

(vi) that any Holder shall be entitled to withdraw such
election if the Paying Agent receives, not later than the close of
business on the second Business Day preceding the Change of Control
Payment Date, a telegram, telex, facsimile transmission or letter,
setting forth the name of the Holder, the principal amount of
Securities delivered for purchase, and a statement that such Holder is
withdrawing such Holder's election to have such Securities or portions
thereof purchased pursuant to the Change of Control Offer.

(vii) that any Holder electing to have Securities
purchased pursuant to the Change of Control Offer must specify the
principal amount that is being tendered for purchase, which principal
amount must be $1,000 at Stated Maturity or an integral multiple
thereof;

(viii) if Certificated Securities have been issued
pursuant to Section 2.06(a), that any Holder of Certificated
Securities whose Certificated Securities are being purchased only in
part will be issued new Certificated Securities equal in principal
amount at Stated Maturity to the unpurchased portion of the
Certificated Security or Securities surrendered, which unpurchased
portion will be equal in principal amount at Stated Maturity to $1,000
or an integral multiple thereof;

(ix) that the Trustee will return to the Holder of a
Global Security that is being purchased in part, such Security with a
notation on Schedule A thereof adjusting the principal amount thereof
to be equal to the unpurchased portion of such Global Security;

(x) the instructions and any other information
necessary to enable any Holder to accept a Change of Control Offer or
effect withdrawal of such acceptance; and

(xi) the instructions and any other information
necessary to enable Holders to tender their Securities and have such
Securities purchased pursuant to the Change of Control Offer.

(c) On or before the Change of Control Payment Date, the Company
shall (i) accept for payment any Securities or portions thereof properly
tendered pursuant to the Change of Control Offer; (ii) irrevocably deposit with
the Paying Agent, by 10:00 a.m., New York City time, on such date, in
immediately available funds, an amount equal to the Change of Control Purchase
Price in respect of all Securities or portions thereof so accepted, including
interest, if applicable; and (iii) deliver, or cause to be delivered, to the
Trustee the Securities so accepted together with an Officers' Certificate
listing the Securities or portions thereof tendered to the Company and accepted
for payment. The Paying Agent shall promptly send by first class mail, postage
prepaid, to each Holder of Securities or portions thereof so accepted for
payment, payment in an amount equal to the Change of Control Purchase Price for
such Securities or portions thereof. The Company shall publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date. For purposes of this Section 4.09, the Trustee
shall act as the Paying Agent.

(d) Upon surrender and cancellation of a Certificated Security
that is purchased in part pursuant to the Change of Control Offer, the Company
shall promptly issue and the Trustee shall authenticate and deliver to the
surrendering Holder of such Certificated Security, a new Certificated Security
equal in principal amount at Stated Maturity to the unpurchased portion of such
surrendered Certificated Security; provided that each such new Certificated
Security shall be in a principal amount of $1,000 at Stated Maturity or an
integral multiple thereof.

Upon surrender of a Global Security that is purchased in part
pursuant to a Change of Control Offer, the Paying Agent shall forward such
Global Security to the Trustee who shall make a notation on Schedule A thereof
to reduce the principal amount at Stated Maturity of such Global Security to an
amount equal to the unpurchased portion of such Global Security, as provided in
Section 2.05 hereof.

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

(f) The Company will comply with any applicable tender offer rules
(including, without limitation, any applicable requirements of Rule 14e-1 under
the Exchange Act) in the event that the Change of Control Offer is triggered
under the circumstances described herein.

SECTION 4.10. Limitation on Liens. The Company will not, and
will not permit any Subsidiary to, directly or indirectly, create, affirm,
incur, assume or suffer to exist any Liens of any kind other than Permitted
Liens on or with respect to any Property of the Company or such Subsidiary or
any interest therein or any income or profits therefrom, whether owned at the
Issue Date or thereafter acquired, without effectively providing that the
Securities shall be secured equally and ratably with (or prior to) the
Indebtedness so secured for so long as such obligations are so secured.

SECTION 4.11. Limitation on Guarantees by Guarantors. The
Company will not permit any Guarantor to guarantee the payment of any
Subordinated Indebtedness of the Company unless such guarantee shall be
subordinated to such Guarantor's Guarantee at least to the same extent as such
Subordinated Indebtedness is subordinated to the Securities; provided that this
covenant will not be applicable to any guarantee of any Guarantor that (i)
existed at the time at which such Person became a Subsidiary of the Company and
(ii) was not incurred in connection with, or in contemplation of, such Person
becoming a Subsidiary of the Company.

SECTION 4.12. Unrestricted Subsidiaries.

(a) The Company may designate a subsidiary (including a newly
formed or newly acquired subsidiary) of the Company or any of its Subsidiaries
as an Unrestricted Subsidiary; provided that (i) immediately after giving
effect to the transaction, the Company could incur $1.00 of additional
Indebtedness pursuant to the first sentence of Section 4.03(a) and (ii) such
designation is at the time permitted under Section 4.05. Notwithstanding any
provisions of this covenant all subsidiaries of an Unrestricted Subsidiary will
be Unrestricted Subsidiaries.

(b) The Company will not, and will not permit any of its
Subsidiaries to, take any action or enter into any transaction or series of
transactions that would result in a Person (other than a subsidiary having no
outstanding Indebtedness (other than Indebtedness to the Company or a
Subsidiary) at the date of determination) becoming a Subsidiary (whether
through an acquisition, the redesignation of an Unrestricted Subsidiary or
otherwise) unless, after giving effect to such action, transaction or series of
transactions on a pro forma basis, (i) the Company could incur at least $1.00
of additional Indebtedness pursuant to the first sentence of Section 4.03(a)
and (ii) no Default or Event of Default would occur.

(c) Subject to Sections 4.12(a) and (b), an Unrestricted
Subsidiary may be redesignated as a Subsidiary. The designation of a
subsidiary as an Unrestricted Subsidiary or the designation of an Unrestricted
Subsidiary as a Subsidiary in compliance with this Section 4.12 shall be made
by the Board of Directors pursuant to a Board Resolution delivered to the
Trustee and shall be effective as of the date specified in such Board
Resolution, which shall not be prior to the date such Board Resolution is
delivered to the Trustee. Any Unrestricted Subsidiary shall become a
Subsidiary if it incurs any Indebtedness other than Non-Recourse Indebtedness.
If at any time Indebtedness of an Unrestricted Subsidiary which was
Non-Recourse Indebtedness no longer so qualifies, such Indebtedness shall be
deemed to have been incurred when such Non-Recourse Indebtedness becomes
Indebtedness.

SECTION 4.13. Limitation on Sale and Lease-Back Transactions.
The Company will not, and will not permit any Subsidiary to, directly or
indirectly, enter into, assume, guarantee or otherwise become liable with
respect to any Sale and Lease-Back Transaction unless (i) the proceeds from
such Sale and Lease-Back Transaction are at least equal to the Fair Market
Value of such Property being transferred and (ii) the Company or such
Subsidiary would have been permitted to enter into such transaction under the
provisions of Sections 4.03, 4.04 and 4.10.

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SECTION 4.14. Limitation on Line of Business. None of the
Company or any of its Subsidiaries will directly or indirectly engage to any
substantial extent in any line or lines of business activity other than a
Related Business.

SECTION 4.15. Maintenance of Office or Agency. The Company shall
maintain in the City of New York, an office or agency where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the designated
corporate trust office of the Trustee, and the Company hereby appoints the
Trustee its agent to receive all presentations, surrenders, notices and
demands.

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

SECTION 4.16. Money for the Security Payments to be Held in
Trust. If the Company, any Subsidiary of the Company or any of their
respective Affiliates shall at any time act as Paying Agent with respect to the
Securities, such Paying Agent shall, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities,
segregate and hold in trust for the benefit of the Persons entitled thereto
money sufficient to pay the principal (and premium, if any) or interest so
becoming due until such money shall be paid to such Persons or otherwise
disposed of as herein provided, and shall promptly notify the Trustee of its
action or failure so to act.

Whenever the Company shall have one or more Paying Agents with respect
to the Securities, it shall, prior to or on each due date of the principal of
(and premium, if any) or interest on any of the Securities, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such
Paying Agent is the Trustee) the Paying Agent shall promptly notify the Trustee
of the Company's action or failure so to act.

SECTION 4.17. Corporate Existence. The Company will, and will
cause each of its Subsidiaries to, preserve and keep in full force and effect
its corporate existence in accordance with applicable law, except as permitted
in Sections 5.01 and 5.02; provided, however, that the Company may terminate
the corporate existence of any Subsidiary if, in the good faith judgment of the
Board of Directors of the Company, such termination is desirable in the conduct
of the business of the Company and its Subsidiaries and is not disadvantageous
in any material respect to the Holders of the Securities.

SECTION 4.18. Maintenance of Property. The Company shall cause
all Property used in the conduct of its business or the business of any of its
Subsidiaries to be maintained and kept in good condition, repair and working
order (reasonable wear and tear excepted) and supplied with all necessary
equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as, in the judgment of
the Company, may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided
that nothing in this Section 4.18 shall prevent the Company from discontinuing
the operation or maintenance of any of such Property if such discontinuance is,
in the judgment of the Company, desirable in the conduct of its business or the
business of any of its Subsidiaries and not disadvantageous in any material
respect to the Holders of the Securities.

SECTION 4.19. Payment of Taxes and Other Claims. The Company
shall pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (a) all material taxes, assessments and governmental charges
levied or imposed upon the Company or any of its Subsidiaries or upon the
income, profits or property of the Company or any of its Subsidiaries and (b)
all material lawful claims for labor, materials and supplies which, if unpaid,

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might by law become a Lien upon the property of the Company or any of its
Subsidiaries; provided that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith
by appropriate proceedings and for which adequate reserves in accordance with
GAAP or other appropriate provision has been made.

SECTION 4.20 Compliance Certificate; Notice of Default or Event of
Default.

(a) The Company shall deliver to the Trustee within 120 days after
the end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate (which shall be signed by officers satisfying the
requirements of Section 314 of the Trust Indenture Act) stating whether or not,
to the best knowledge of such officers, the Company has complied with all
conditions and covenants under this Indenture, and, if the Company shall be in
Default, specifying all such Defaults and the nature thereof of which such
officer may have knowledge.

(b) So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants or its successor, the
year-end financial statements delivered pursuant to Section 4.02 above shall be
accompanied by a written statement of the Company's independent public
accountants (who shall be a firm of established national reputation reasonably
satisfactory to the Trustee) that in making the examination necessary for
certification of such financial statements nothing has come to their attention
which would lead them to believe that the Company or any of its Subsidiaries
has violated the provisions of Section 4.01, 4.03, 4.04, 4.05, 4.07, 4.09 or
4.17 hereof or of Article 5 of this Indenture or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any person for any failure to obtain knowledge of any such violation, and it
being further understood that such statement may not be provided to the extent
contrary to the then current recommendations of the accountants' governing
body.

(c) The Company will, so long as any of the Securities are
outstanding, deliver to the Trustee, within 5 days of any Officer becoming
aware of any Default or Event of Default, an Officers' Certificate specifying
such Default or Event of Default, describing its status with particularity, and
what action the Company or applicable Subsidiary is taking or proposes to take
with respect thereto.

SECTION 4.21. Further Instruments and Acts. Upon request of the
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

SECTION 4.22. Prohibition on Company and Guarantors Becoming
Investment Companies. None of the Company or the Guarantors shall become an
"investment company" as defined in the Investment Company Act of 1940, as
amended.

SECTION 4.23. Stay, Extension and Usury Laws. The Company and
each of the Guarantors covenant (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit of advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants
or the performance of this Indenture; and the Company and each of the
Guarantors (to the extent that it may lawfully do so) hereby expressly waive
all benefit or advantage of any such law, and covenants that it shall not, by
resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but shall suffer and permit the execution of
every such power as though no such law has been enacted.

ARTICLE 5

Consolidation, Merger, Conveyance, Lease or Transfer

SECTION 5.01. Consolidation, Merger, Conveyance, Lease or
Transfer.

(a) The Company will not, in any transaction or series of
transactions, consolidate with or merge into any other Person (other than a
merger of a Subsidiary into the Company in which the Company is the continuing
Person),

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or continue in any new jurisdiction, or sell, convey, assign, transfer, lease
or otherwise dispose of all or substantially all of the Property and assets of
the Company and the Subsidiaries, taken as a whole, to any Person, unless

(i) either (A) the Company shall be the continuing
Person or (B) the Person (if other than the Company) formed by such
consolidation or into which the Company is merged, or the Person which
acquires, by sale, assignment, conveyance, transfer, lease or
disposition, all or substantially all of the Property and assets of
the Company and the Subsidiaries, taken as a whole (such Person, the
"Surviving Entity"), shall be a Person organized and validly existing
under the laws of the United States of America, any political
subdivision thereof or any state thereof or the District of Columbia,
and shall expressly assume, by a supplemental indenture, the due and
punctual payment of the principal of (and premium, if any) and
interest on all the Securities and the performance of the Company's
covenants and obligations under this Indenture;

(ii) immediately after giving effect to such transaction
or series of transactions on a pro forma basis (including, without
limitation, any Indebtedness incurred or anticipated to be incurred in
connection with or in respect of such transaction or series of
transactions), no Event of Default or Default shall have occurred and
be continuing or would result therefrom;

(iii) immediately after giving effect to such transaction
or series of transactions on a pro forma basis (including, without
limitation, any Indebtedness incurred or anticipated to be incurred in
connection with or in respect of such transaction or series of
transactions), the Company (or the Surviving Entity if the Company is
not continuing) shall have a Consolidated Net Worth equal to or
greater than the Consolidated Net Worth of the Company immediately
prior to such transactions; and

(iv) immediately after giving effect to any such
transaction or series of transactions on a pro forma basis as if such
transaction or series of transactions had occurred on the first day of
the Determination Period, the Company (or the Surviving Entity if the
Company is not continuing) would be permitted to incur $1.00 of
additional Indebtedness pursuant to the provisions of the first
sentence of Section 4.03.

(b) The provision of Section 5.01(a)(iv) above shall not apply to
any merger or consolidation into or with, or any such transfer of all or
substantially all of the Property and assets of the Company and the
Subsidiaries taken as a whole into, the Company or a Wholly Owned Subsidiary.

SECTION 5.02. Officers' Certificate and Opinion of Counsel. In
connection with any consolidation, merger, continuation, transfer of assets or
other transactions contemplated by this provision, the Company shall deliver,
or cause to be delivered, to the Trustee, in form and substance reasonably
satisfactory to the Trustee, an Officers' Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, continuation, sale,
assignment, conveyance or transfer and the supplemental indenture in respect
thereto comply with the provisions of this Indenture and that all conditions
precedent in this Indenture relating to such transactions have been complied
with.

SECTION 5.03. Substitution of Surviving Entity. Upon any
transaction or series of transactions that are of the type described in, and
are effected in accordance with, this Article 5, the Surviving Entity shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture and the Securities with the same effect as if
such Surviving Entity had been named as the Company in this Indenture; and when
a Surviving Person duly assumes all of the obligations and covenants of the
Company pursuant to this Indenture and the Securities, except in the case of a
lease, the predecessor Person shall be relieved of all such obligations.

If such Surviving Entity shall have succeeded to and been substituted
for the Company, such Surviving Entity may cause to be signed, and may issue
either in its own name or in the name of the Company prior to such succession
any or all of the Securities delivered to the Trustee; and, upon the order of
such Surviving Entity, instead of the Company, and subject to all the terms,
conditions and limitations in this Indenture prescribed, upon Order the Trustee
shall authenticate and shall deliver any Securities which previously shall have
been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such Surviving Entity thereafter shall
cause

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to be signed and delivered to the Trustee for that purpose (in each instance
with endorsements of Guarantees thereon by the Guarantors). All of the
Securities so issued and so endorsed shall in all respects have the same legal
rank and benefit under this Indenture as the Securities theretofore or
thereafter issued and endorsed in accordance with the terms of this Indenture
and the Guarantee as though all of such Securities had been issued and endorsed
at the date of the execution hereof.

In case of any such consolidation, merger, sale, transfer, conveyance
or other disposal, such changes in phraseology and form (but not in substance)
may be made in the Securities thereafter to be issued or the Guarantees to be
endorsed thereon as may be appropriate.

For all purposes of this Indenture and the Securities, Subsidiaries of
any Surviving Entity will, upon such transaction or series of transactions,
become Subsidiaries or Unrestricted Subsidiaries as provided pursuant to this
Indenture and all Indebtedness, and all Liens on Property or assets, of the
Surviving Entity and its Subsidiaries immediately prior to such transaction or
series of transactions shall be deemed to have been incurred upon such
transaction or series of transactions.

ARTICLE 6

Defaults and Remedies

SECTION 6.01. Events of Default. Whenever used herein, an "Event
of Default" means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):

(a) default in the payment of interest on any Security pursuant to
this Indenture when the same becomes due and payable, and the continuance of
such Default for a period of 30 days;

(b) default in the payment of principal of (or premium, if any,
on) any Security when the same becomes due and payable, whether upon Maturity,
upon optional redemption, required repurchase (including pursuant to a Change
of Control Offer or an Asset Sale Offer) or otherwise or the failure to make an
offer to purchase any such Security as required pursuant to the provisions of
the Securities and this Indenture;

(c) the Company fails to comply with any of its covenants or
agreements contained in Sections 4.03, 4.04, 4.05, 4.07, 4.09, 4.13 and 5.01 of
this Indenture;

(d) the Company defaults in the performance, or breach, of any
covenant or warranty of the Company in this Indenture (other than a covenant or
warranty addressed in clause (a), (b) or (c) above) and continuance of such
Default or breach for a period of 60 days after written notice thereof has been
given to the Company by the Trustee or to the Company and the Trustee by
holders of at least 25% of the aggregate principal amount at Stated Maturity of
the outstanding Securities;

(e) Indebtedness of the Company or any Subsidiary (other than
Non-Recourse Indebtedness) is not paid when due within the applicable grace
period, if any, or is accelerated by the holders thereof and, in either case,
the principal amount of such unpaid or accelerated Indebtedness exceeds
$10,000,000;

(f) the entry by a court of competent jurisdiction of one or more
final judgments against the Company or any Subsidiary in an uninsured or
unindemnified aggregate amount in excess of $10,000,000 which is not
discharged, waived, appealed, stayed, bonded or satisfied for a period of 60
consecutive days;

(g) the entry by a court having jurisdiction in the premises of
(i) a decree or order for relief in respect of the Company or any Significant
Subsidiary in an involuntary case or proceeding under U.S. bankruptcy laws, as
now or hereafter constituted, or any other applicable Federal, state, or
foreign bankruptcy, insolvency, or other similar law or

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(ii) a decree or order adjudging the Company or any Significant Subsidiary a
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company or any Significant Subsidiary under U.S. bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal, state or foreign
bankruptcy, insolvency, or similar law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or any Significant Subsidiary or of any substantial part of the
Property or assets of the Company or any Significant Subsidiary, or ordering
the winding up or liquidation of the affairs of the Company or any Significant
Subsidiary, and the continuance of any such decree or order for relief or any
such other decree or order unstayed and in effect for a period of 60
consecutive days;

(h) (i) the commencement by the Company or any Significant
Subsidiary of a voluntary case or proceeding under U.S. bankruptcy laws, as now
or hereafter constituted, or any other applicable Federal, state or foreign
bankruptcy, insolvency or other similar law or of any other case or proceeding
to be adjudicated a bankrupt or insolvent; or (ii) the consent by the Company
or any Significant Subsidiary to the entry of a decree or order for relief in
respect of the Company or any Significant Subsidiary in an involuntary case or
proceeding under U.S. bankruptcy laws, as now or hereafter constituted, or any
other applicable Federal, state, or foreign bankruptcy, insolvency or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against the Company or any Significant Subsidiary; or (iii) the
filing by the Company or any Significant Subsidiary of a petition or answer or
consent seeking reorganization or relief under U.S. bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal, state or foreign
bankruptcy, insolvency or other similar law; or (iv) the consent by the Company
or any Significant Subsidiary to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company or any
Significant Subsidiary or of any substantial part of the Property or assets of
the Company or any Significant Subsidiary or of any substantial part of the
Property or assets of the Company or any Significant Subsidiary, or the making
by the Company or any Significant Subsidiary of an assignment for the benefit
of creditors; or (v) the admission by the Company or any Significant Subsidiary
in writing of its inability to pay its debts generally as they become due; or
(vi) the taking of corporate action by the Company or any Significant
Subsidiary in furtherance of any such action; or

(i) any Guarantee shall for any reason cease to be, or be asserted
by the Company or any Guarantor, as applicable, not to be, in full force and
effect (except pursuant to the release of any such Guarantee in accordance with
the provisions of this Indenture).

SECTION 6.02. Acceleration. If an Event of Default (other than
an Event of Default described in clause (g) or (h) of Section 6.01) occurs and
shall be continuing, then in each and every case the Trustee or the Holders of
not less than 25% of the outstanding aggregate principal amount at Stated
Maturity of the Securities may declare the principal amount at Stated Maturity
of the Securities to be due and payable immediately by a notice in writing to
the Company (and to the Trustee if given by Holders of such Securities), and
upon any such declaration the principal amount at Stated Maturity of, premium,
if any, and any accrued and unpaid interest on, and any other amounts payable
in respect of, the Securities then outstanding will become and be immediately
due and payable. If any Event of Default specified in clause (g) or (h) of
Section 6.01 occurs, the principal amount at Stated Maturity of, premium, if
any, and any accrued and unpaid interest on, and any other amount payable in
respect of, the Securities then outstanding shall become immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder of such Securities. In the event of a declaration of acceleration
because an Event of Default set forth in Section 6.01(e) above has occurred and
is continuing, such declaration of acceleration shall be automatically
rescinded and annulled if the event of default triggering such Event of Default
pursuant to Section 6.01(e) shall be remedied, or cured or waived by the
holders of the relevant Indebtedness within 30 days after such event of
default; provided that no judgment or decree for the payment of the money due
on the Securities has been obtained by the Trustee as provided in this
Indenture.

After any such acceleration, but before a judgment or decree based on
acceleration, the Holders of a majority in aggregate principal amount at Stated
Maturity of the Securities at the time outstanding may rescind and annul such
acceleration if

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

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(i) all money paid or advanced by the Trustee hereunder
and the reasonable compensation, expenses, disbursement and advances
of the Trustee, its agents and counsel;

(ii) all overdue installments of interest on any other
amounts due in respect of all Securities;

(iii) the principal of (and premium, if any, on) any
Securities that have become due otherwise than by such declaration of
acceleration and interest thereon at the rate or rates prescribed
therefor in the Securities and this Indenture; and

(iv) to the extent that payment of such interest is
lawful, interest upon Defaulted Interest at the rate or rates
prescribed therefor in the Securities and this Indenture (except
nonpayment of principal, interest or Liquidated Damages that has
become due solely because of the acceleration).

(b) all Events of Default, other than the nonpayment of principal
of Securities which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 6.04;

(c) the annulment of such acceleration would not conflict with any
judgment or decree of a court of competent jurisdiction; and

(d) the Company has delivered an Officers' Certificate to the
Trustee to the effect of clauses (b) and (c) of this sentence.

No such rescission shall affect any subsequent Default or impair any
right consequent thereto.

SECTION 6.03. Other Remedies. If an Event of Default occurs and
is continuing, the Trustee may pursue any available remedy to collect the
payment of principal (and premium, if any) of or interest on, and any other
amounts then due in respect of, the Securities or to enforce the performance of
any provision of the Securities or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

SECTION 6.04. Waiver of Past Defaults. Subject to Section 6.07,
the Holders of a majority in principal amount at Stated Maturity of the
Securities then outstanding by notice to the Trustee may waive an existing
Default and its consequences except (i) a Default in the payment of the
principal of or interest on, or premium, if any, on a Security or (ii) a
Default in respect of a provision that under Section 10.02 cannot be amended
without the consent of each Holder affected. When a Default is waived, it is
deemed cured, but no such waiver shall extend to any subsequent or other
Default or impair any consequent right. The Company shall deliver to the
Trustee an Officers' Certificate stating that the required percentage of
Holders have consented to such waiver and attaching copies of such consents.

SECTION 6.05. Control by Majority. The Holders of a majority in
principal amount at Stated Maturity of the Securities then outstanding may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or of exercising any trust or power conferred on the
Trustee. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture or, subject to Section 7.01, that the
Trustee determines is unduly prejudicial to the rights of other Holders, it
being understood that the Trustee shall have no duty to ascertain whether or
not such actions or forbearances are unduly prejudiced to such Holders, or
would involve the Trustee in personal liability; provided that the Trustee may
take any other action deemed proper by the Trustee that is not inconsistent
with such direction. Prior to taking any action hereunder, the Trustee shall
be entitled to indemnification satisfactory to it in its sole discretion
against all losses and expenses caused by taking or not taking such action.

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SECTION 6.06. Limitation on Suits. No Holder of any Securities
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or a trustee,
or for any other remedy hereunder, unless:

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

(ii) the Holders of at least 25% in aggregate principal
amount at Stated Maturity of the Securities then outstanding have made
written request, and such Holder or Holders have offered reasonable
indemnity, to the Trustee to institute such proceeding as trustee; and

(iii) the Trustee has failed to institute such
proceeding, and has not received from the Holders of a majority in
aggregate principal amount at Stated Maturity of the Securities then
outstanding a direction inconsistent with such request, within 60 days
after such notice, request and offer.

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

SECTION 6.07. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and interest on the Securities held by such
Holder, on or after the respective due dates expressed in the Securities, or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount then due and owing (together with interest on any
unpaid interest to the extent lawful) and the amounts provided for in Section
7.07.

SECTION 6.09. Trustee May File Proofs of Claim. The Trustee
shall be entitled and empowered, without regard to whether the Trustee or any
Holder shall have made any demand or performed any other act pursuant to the
provisions of this Article and without regard to whether the principal of the
Securities shall then be due and payable as therein expressed or by declaration
or otherwise, by intervention in any proceedings relative to the Company or any
Obligor upon the Securities, or to the creditors or Property of the Company,
any Guarantor or any other Obligor or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee
shall be entitled and empowered in such instances:

(a) to file and prove a claim or claims for the whole amount of
principal (and premium, if any), interest and any other amounts owing and
unpaid in respect of the Securities, and to file such other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including all amounts owing to the Trustee and each predecessor Trustee
pursuant to Section 7.07 hereof) and of the Holders allowed in any judicial
proceedings relative to the Company or other obligor upon the Securities, or to
the creditors or property of the Company, any Guarantor, or any such other
Obligor,

(b) unless prohibited by applicable law and regulations, to vote
on behalf of the Holders of the Securities in any election of a trustee or a
standby trustee in arrangement, reorganization, liquidation or other bankruptcy
or insolvency proceedings or Person performing similar functions in comparable
proceedings, and

(c) to collect and receive any moneys or other Property or assets
payable or deliverable on any such claims, and to distribute all amounts
received with respect to the claims of the Holders and of the Trustee on their
behalf; and any trustee, receiver, or liquidator, custodian or other similar
official is hereby authorized by each of the Holders to make payments to the
Trustee, and, in the event that the Trustee shall consent to the making of
payments directly to

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the Holders, to pay to the Trustee such amounts as shall be sufficient to cover
all amounts owing to the Trustee and each predecessor Trustee pursuant to
Section 7.07.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting
the Securities or the rights of any Holder thereof, or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding except, as
aforesaid, to vote for the election of a trustee in bankruptcy or similar
person.

In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to represent all the
Holders of the Securities, and it shall not be necessary to make any Holders of
the Securities parties to any such proceedings.

SECTION 6.10. Priorities. If the Trustee collects any money or
property pursuant to this Article 6, it shall pay out the money or property in
the following order:

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

SECOND: to Holders for amounts due and unpaid on the
Securities for principal and interest, ratably, without preference or priority
of any kind, according to the amounts due and payable on the Securities for
principal (premium, if any) and interest, respectively; and

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

The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section. At least 15 days before such record date,
the Company shall mail to each Holder and the Trustee a notice that states the
record date, the payment date and amount to be paid. The Trustee may mail such
notice in the name and at the expense of the Company.

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 6.07 or a suit
by Holders of more than 10% in principal amount at Stated Maturity of the
Securities.

SECTION 6.12. Restoration of Rights and Remedies. If the Trustee
or any Holder of Securities has instituted any proceeding to enforce any right
or remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case the Company, the Trustee and the
Holders shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding has been instituted.

SECTION 6.13. Rights and Remedies Cumulative. Except as
otherwise provided in Section 2.08 hereof, no right or remedy conferred herein,
upon or reserved to the Trustee or to the Holders is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

SECTION 6.14. Delay or Omission Not Waiver. No delay or omission
of the Trustee or of any Holder of any Security to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this

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Article 6 or by law to the Trustee or to the Holders may be exercised from time
to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.

ARTICLE 7

Trustee

SECTION 7.01. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise 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 Person
would exercise or use under the circumstances in the conduct of such Person's
own affairs.

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

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

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

However, the Trustee shall examine the certificates and
opinions to determine whether or not they conform to the requirements
of this Indenture.

(c) 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:

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

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

(3) the Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.05, and the Trustee
shall be entitled from time to time to request and receive such a
direction.

(d) Every provision of this Indenture that in any way relates to
the Trustee is subject to subsections (a), (b) and (c) of this Section.

(e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

(f) Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.

(g) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur 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 to believe that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

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(h) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the Trust
Indenture Act.

SECTION 7.02. Rights of Trustee.

(a) Subject to the provisions of Section 7.01(a) hereof, the
Trustee may rely on any document believed by it to be genuine and to have been
signed or presented by the proper Person. The Trustee need not investigate any
fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may
require 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 the Officers' Certificate or Opinion of Counsel.

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

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

(e) The Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder
in good faith and in accordance with the advice or opinion of such counsel.

(f) Prior to the occurrence of an Event of Default hereunder and
after the curing or waiving of all Events of Default, the Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, Officer's Certificate, or other certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, appraisal, bond,
debenture, note, coupon, security, or other paper or document unless requested
in writing to do so by the Holders of not less than a majority in aggregate
principal amount of the Securities then outstanding; provided, that if the
payment within a reasonable time to the Trustee of the reasonable costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such expenses or liabilities
as a condition to proceeding; the reasonable expenses of every such examination
shall be paid by the Company or, if advanced by the Trustee, shall be repaid by
the Company upon demand.

(g) The Trustee shall not be required to give any bond or surety
in respect of the performance of its powers and duties hereunder.

(h) The Trustee shall not be bound to ascertain or inquire as to
the performance or observance of any covenants, conditions, or agreements on
the part of the Company, except as otherwise set forth herein, but the Trustee
may require of the Company full information and advice as to the performance of
the covenants, conditions and agreements contained herein and shall be entitled
in connection herewith to examine the books, records and premises of the
Company.

(i) The permissive rights of the Trustee to do things enumerated
in this Indenture shall not be construed as a duty.

(j) Except for (i) a default under Section 6.01(a) or (b), or (ii)
any other event of which the Trustee has "actual knowledge" and which event,
with the giving of notice or the passage of time or both, would constitute an
Event of Default under this Indenture, the Trustee shall not be deemed to have
notice of any Default or Event of Default unless specifically notified in
writing of such event by the Company or the Holders of not less than 25% in
aggregate principal amount at Stated Maturity of the Securities then
outstanding; provided that the Trustee shall comply with the "automatic

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stay" provisions contained in the U.S. bankruptcy laws, if applicable; and as
used herein, the term "actual knowledge" means the actual fact or statement of
knowing, without any duty to make any investigation with regard thereto.

(k) The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee satisfactory security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby.

(l) Subject to Section 9.02 hereof, the Trustee may (but shall not
be obligated to), without the consent of the Holders, give any consent, waiver
or approval required by the terms hereof. The Trustee shall be entitled to
request and conclusively rely on an Opinion of Counsel with respect to whether
any consent, waiver, approval, amendment or modification shall have a material
adverse effect on the interests or rights of any Holder.

SECTION 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. However, in the event that the Trustee
acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the Commission for permission to continue as trustee or resign.
Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same
with like rights. However, the Trustee must comply with Sections 7.10 and
7.11.

SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for
any statement of the Company in this Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the
Trustee's certificate of authentication.

SECTION 7.05. Notice of Defaults. If a Default occurs and is
continuing and if it is actually known to the Trustee, the Trustee shall mail
to each Holder notice of the Default within 90 days after it occurs but in no
event sooner than five days after the Trustee becomes actually aware of the
Default. Except in the case of a Default in payment of principal of (or
premium, if any) or interest on any Security (including payments pursuant to
the mandatory repurchase provisions of such Security, if any), the Trustee may
withhold the notice if and so long as the Trustee in good faith determines that
withholding the notice is in the interests of Holders.

SECTION 7.06. Reports by Trustee to Holders. As promptly as
practicable after May 15 beginning with the May 15 following the date of this
Indenture, and in any event prior to August 15 in each year, the Trustee shall
mail to each Holder a brief report dated as of such date that complies with TIA
Section 313(a) if and to the extent required by TIA Section 313(a). The
Trustee also shall comply with TIA Sections 313(b) and 313(c).

A copy of each report at the time of its mailing to Holders shall be
filed with the Commission and each stock exchange (if any) on which the
Securities are listed. The Company agrees to notify promptly the Trustee
whenever the Securities become listed on any stock exchange and of any
delisting thereof.

SECTION 7.07. Compensation and Indemnity. The Company shall pay
to the Trustee promptly upon request from time to time the compensation for its
services as agreed to by the Trustee and the Company. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee promptly upon request
for all reasonable out-of-pocket expenses incurred or made by it, including
costs of collection, in addition to the compensation for its services. Such
expenses shall include the reasonable compensation and expenses, disbursements
and advances of the Trustee's agents, counsel, accountants and experts and any
taxes or other expenses incurred by a trust created pursuant to Article 9
hereof. The Company shall indemnify the Trustee and hold it harmless against
any and all loss, liability or reasonable expense (including reasonable
attorneys' fees) incurred by it in connection with the acceptance and
administration of this trust and the performance of its duties hereunder as
Trustee, Registrar, Paying Agent, Securities Custodian and/or otherwise. The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve
the Company of its obligations hereunder. The Company shall defend the claim
and the Trustee may have

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separate counsel and the Company shall pay the fees and expenses of such
counsel. The Company need not reimburse any expense or indemnify against any
loss, liability or expense incurred by the Trustee through the Trustee's own
willful misconduct, negligence or bad faith. The Company need not pay for any
settlement made by the Trustee without the Company's consent, such consent not
to be unreasonably withheld.

To secure the Company'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 other than money or property held in trust to pay
principal of and interest on particular Securities.

The Company's payment obligations pursuant to this Section shall
survive the discharge of this Indenture. When the Trustee incurs reasonable
expenses after the occurrence of a Default specified in Section 6.01(g) or (h)
with respect to the Company, the expenses are intended to constitute expenses
of administration under any applicable bankruptcy laws. The Trustee shall
comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

SECTION 7.08. Replacement of Trustee. The Trustee may resign at
any time by so notifying the Company. The Holders of a majority in principal
amount at Stated Maturity of the Securities may remove the Trustee by so
notifying the Trustee and may appoint a successor Trustee. If at any time:

(i) the Trustee shall fail to comply with Section
310(b) of the Trust Indenture Act after written request thereof by the
Company or by any Holder who has been a bona fide Holder of a Security
for at least six months, unless the Trustee's duty to resign is stayed
in accordance with the provisions of TIA Section 310(b); or

(ii) the Trustee shall cease to be eligible under
Section 7.10 hereof and shall fail to resign after written request
therefor by the Company or by any Holder; or

(iii) the Trustee shall become incapable of acting or a
decree or order for relief by a court having jurisdiction in the
premises shall have been entered in respect of the Trustee in an
involuntary case under the United States bankruptcy laws, as now or
hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or similar law, or a decree or order by a court
having jurisdiction in the premises shall have been entered for the
appointment of a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Trustee or of its
Property and assets or affairs, or any public officer shall take
charge or control of the Trustee or of its Property and assets or
affairs for the purpose of rehabilitation, conservation, winding-up or
liquidation; or

(iv) the Trustee shall commence a voluntary case under
the United States bankruptcy laws, as now or hereafter constituted, or
any other applicable federal or state bankruptcy, insolvency or
similar law or shall consent to the appointment of or taking
possession by a receiver, custodian, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Trustee or of its
Property and assets or affairs, or shall make an assignment for the
benefit of creditors, or shall admit in writing its inability to pay
its debts generally as they become due, or shall take corporate action
in furtherance of any such action,

then, in any such case, (a) the Company by a Board Resolution may remove the
Trustee with respect to the Securities, or (b) subject to Section 6.11 hereof,
any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of such Holder and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee for the Securities.

If the Trustee resigns, is removed by the Company or by the Holders of
a majority in principal amount at Stated Maturity of the Securities and such
Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy
exists in the office of Trustee for any reason (the Trustee in such event being
referred to herein as the retiring Trustee), the Company shall promptly appoint
a successor Trustee.

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

If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee or the Holders of
10% in principal amount at Stated Maturity of the Securities may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder of a Security who
has been a Holder of a Security for at least six months, fails to comply with
Section 7.10 hereof, such Holder may, at the expense of the Company, petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee. Any successor trustee shall comply with
TIA Section 310(a)(5).

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

SECTION 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

In case at the time such successor or successors by merger, conversion
or consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of
the successor to the Trustee; and in all such cases such certificates shall
have the full force which it is anywhere in the Securities or in this Indenture
provided that the certificate of the Trustee shall have.

SECTION 7.10. Eligibility; Disqualification. The Trustee shall
at all times satisfy the requirements of TIA Section 310(a). The Trustee shall
have a combined capital and surplus of at least $100,000,000 (or be a member or
subsidiary of a bank holding system with an aggregate combined capital and
surplus of at least $100,000,000) as set forth in its most recent published
annual report of condition. The Trustee shall comply with TIA Section 310(b);
provided, however, that there shall be excluded from the operation of TIA
Section 310(b)(1) any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Company
are outstanding if the requirements for such exclusion set forth in TIA Section
310(b)(1) are met. The provisions of TIA Section 310 shall apply to the
Company as obligor of the Securities.

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

ARTICLE 8

Satisfaction and Discharge

SECTION 8.01. Satisfaction and Discharge. This Indenture shall
upon the request of the Company cease to be of further effect (except as to
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for, the Company's obligations under Sections 7.07 and 8.04
hereof, and the Company's, the Trustee's and the Paying Agent's obligations
under Section 8.03 hereof) and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture when

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(a) either

(i) all Securities therefore authenticated and
delivered (other than (A) Securities which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section
2.08 and (B) Securities for whose payment money has been deposited in
trust with the Trust or any Paying Agent and thereafter paid to the
Company or discharged from such trust) have been delivered to the
Trustee for cancellation; or

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

(A) have become due and payable; or

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

(C) are to be called for redemption within one
year under arrangements satisfactory to the Trustee
for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the
Company, and the Company, in the case of clause
(A), (B) or (C) above, has irrevocably deposited or
caused to be deposited with the Trustee as trust
funds in trust for such purpose money or U.S.
Government Obligations in an amount sufficient (as
certified by an independent public accountant
designated by the Company) to pay and discharge the
entire indebtedness of such Securities not
theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any)
and interest, if any, to the date of such deposit
(in the case of Securities which have become due
and payable) or the Stated Maturity or Redemption
Date, as the case may be;

(b) the Company has paid or caused to be paid all other sums then
due and payable hereunder by the Company;

(c) no Default or Event of Default with respect to the Securities
shall have occurred and be continuing on the date of such deposit and after
giving effect to such deposit; and

(d) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of
this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
Company's obligations in Sections 2.03, 2.04, 2.06, 2.08, 2.11, 7.07, 7.08,
8.02, 8.03 and 8.04, and the Trustee's and Paying Agent's obligations in
Section 8.03 shall survive until the Securities are no longer outstanding.
Thereafter, only the Company's obligations in Sections 7.07, 8.03 and 8.04 and
the Trustee's and Paying Agent's obligations in Section 8.03 shall survive.

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

SECTION 8.02. Application of Trust. All money deposited with the
Trustee pursuant to Section 8.01 shall be held in trust and, at the written
direction of the Company, be invested prior to maturity in U.S. Government
Obligations, and applied by the Trustee in accordance with the provisions of
the Securities and this Indenture, to the payment, either directly or through
any Paying Agent as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for the payment of which
money has been deposited with the Trustee; but such money need not be
segregated from other funds except to the extent required by law.

SECTION 8.03. Repayment to the Company.

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The Trustee and the Paying Agent shall promptly pay to the Company
upon written request any excess money or securities held by them at any time.

The Trustee and the Paying Agent shall pay to the Company upon written
request any money held by them for the payment of principal or interest that
remains unclaimed for two years after the date upon which such payment shall
have become due; provided that the Company shall have either caused notice of
such payment to be mailed to each Securityholder entitled thereto no less than
30 days prior to such repayment or within such period shall have published such
notice in a financial newspaper of widespread circulation published in the City
of New York, including, without limitation, The Wall Street Journal. After
payment to the Company, Holders entitled to the money must look to the Company
for payment as general creditors unless an applicable abandoned property law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

SECTION 8.04. Reinstatement.

If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 8.01 by reason of any legal
proceeding or by reason of any order or judgment of any court of governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and Guarantors' obligations under this Indenture, the Securities and
the Guarantees shall be revived and reinstated as though no deposit has
occurred pursuant to Section 8.01 until such time as the Trustee or Paying
Agent is permitted to apply all such money or U.S. Government Obligations in
accordance with Section 8.02; provided, however, that if the Company or the
Guarantors have made any payment of interest on or principal of any Securities
because of the reinstatement of their Obligations, the Company or such
Guarantors shall be subrogated to the rights of the Holders of such Securities
to receive such payment from the money or U.S. Government Obligations held by
the Trustee or Paying Agent.

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ARTICLE 9

Defeasance

SECTION 9.01. Company's Option to Effect Defeasance or Covenant
Defeasance. The Company may elect, at its option, at any time, to have Section
9.02 or Section 9.03 hereof applied to the outstanding Securities (in whole and
not in part) upon compliance with the conditions set forth below in this
Article 9, such election to be evidenced by a Board Resolution delivered to the
Trustee.

SECTION 9.02. Defeasance and Discharge. Upon the Company's
exercise of its option to have this Section 9.02 applied to the outstanding
Securities (in whole and not in part), the Company and the Guarantors shall be
deemed to have been discharged from their Obligations with respect to such
Securities as provided in this Section 9.02 on and after the date on which the
conditions set forth in Section 9.04 hereof are satisfied (hereinafter called
"Defeasance"). For this purpose, Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Securities and the Company and the Guarantors shall be deemed to have satisfied
all of their other obligations under such Securities, this Indenture and the
Guarantees (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), subject to the following which
shall survive until otherwise terminated or discharged hereunder:

(a) the rights of Holders of such Securities to receive, solely
from the trust fund described in Section 9.04 hereof and as more fully set
forth in Section 9.04, payments in respect of the principal of and any premium
and interest on such Securities when payments are due,

(b) the Company's obligations with respect to such Securities
under Sections 2.06, 2.08, 2.10, 4.15 and 4.16 hereof,

(d) this Article 9.

Subject to compliance with this Article 9, the Company may exercise
its option to have this Section 9.02 applied to the outstanding Securities
notwithstanding the prior exercise of its option to have Section 9.03 hereof
applied to such Securities.

SECTION 9.03. Covenant Defeasance. Upon the Company's exercise
of its option to have this Section 9.03 applied to the outstanding Securities
(in whole and not in part), (i) the Company and the Guarantors shall be
released from their respective obligations under Article 5, Sections 4.02
through 4.14, inclusive, Sections 4.18, 4.19 and 4.21 and any covenant added to
this Indenture subsequent to the Issue Date pursuant to Section 10.01 hereof,
and (ii) the occurrence of any event specified in Section 6.01(c) or 6.01(d)
hereof, with respect to any of Section 5.01(c) or (d), Sections 4.03 through
4.14, inclusive, Sections 4.18, 4.19 and 4.21, and any covenant added to this
Indenture subsequent to the Issue Date pursuant to Section 10.01 hereof, shall
be deemed not to be or result in an Event of Default, in each case with respect
to such Securities as provided in this Section 9.03 on and after the date on
which the conditions set forth in Section 9.04 hereof are satisfied
(hereinafter called "Covenant Defeasance"). For this purpose, Covenant
Defeasance means that, with respect to such Securities, the Company and the
Guarantors may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such specified Section (to
the extent so specified in the case of Section 6.01(c) and 6.01(d) hereof),
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section or by reason of any reference in any such Section to any other
provisions herein or in any other document; but the remainder of this
Indenture, the Guarantees and such Securities shall be unaffected thereby.

SECTION 9.04. Conditions to Defeasance or Covenant Defeasance.
The following shall be the conditions to the application of Section 9.02 or
Section 9.03 hereof to the outstanding Securities:

(a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for, and dedicated
solely to

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the benefits of the Holders of such Securities, (i) money in an amount, or (ii)
U.S. Government Obligations which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide,
not later than one day after the due date of any payment, money in an amount,
or (iii) a combination thereof, in each case sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge
the principal of (premium, if any on) and any installment of interest on such
Securities on the Stated Maturity thereof, in accordance with the terms of this
Indenture and such Securities.

(b) In the event of an election to have Section 9.02 hereof apply
to the outstanding Securities, the Company shall have delivered to the Trustee
an Opinion of Counsel stating that (i) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling or (ii) since the
date of this Indenture, there has been a change in the applicable United States
federal income tax law, in either case (i) or (ii) to the effect that, and
based thereon such opinion shall confirm that, the Holders of such Securities
will not recognize gain or loss for United States federal income tax purposes
as a result of the deposit, Defeasance and discharge to be effected with
respect to such Securities and will be subject to United States federal income
tax in the same amount, in the same manner and at the same times as would be
the case if such deposit, Defeasance and discharge were not to occur.

(c) In the event of an election to have Section 9.03 hereof apply
to the outstanding Securities, the Company shall have delivered to the Trustee
an Opinion of Counsel to the effect that the Holders of such Securities will
not recognize gain or loss for United States federal income tax purposes as a
result of the deposit and Covenant Defeasance to be effected with respect to
such Securities and will be subject to United States federal income tax in the
same amount, in the same manner and at the same times as would be the case if
such deposit, Covenant Defeasance and discharge were not to occur.

(d) No Default or Event of Default with respect to the outstanding
Securities shall have occurred and be continuing at the time of such deposit
(other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit) after giving effect thereto or and no Default or
Event of Default under Section 6.01(g) or 6.01(h) shall have occurred at any
time on or prior to the 91st day after the date of such deposit and be
continuing on such 91st day (it being understood that this condition shall not
be deemed satisfied until after such 91st day).

(e) Such Defeasance or Covenant Defeasance shall not cause the
Trustee to have a conflicting interest within the meaning of the Trust
Indenture Act (assuming for the purpose of this clause (e) that all Securities
are in default within the meaning of such Act).

(f) Such Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any other agreement or
instrument to which the Company or the Guarantor is a party or by which it is
bound.

(g) Such Defeasance or Covenant Defeasance shall not result in the
trust arising from such deposit constituting an investment company within the
meaning of the Investment Company Act of 1940, as amended, unless such trust
shall be registered under such act or exempt from registration thereunder.

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

SECTION 9.05. Deposited Money and U.S. Government Obligations to
be Held in Trust; Miscellaneous Provisions. Subject to Section 9.06 hereof,
all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee pursuant to Section 9.04 hereof in respect of the
outstanding Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any such Paying Agent as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and interest, but money so held
in trust need not be segregated upon other funds except to the extent required
by law. The Company shall pay and indemnity the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant

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to Section 9.04 hereof or the principal and interest received in respect
thereof other than such tax, fee or other charge imposed on or assessed against
the U.S. Government Obligations deposited pursuant to Section 9.04 hereof or
the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of
outstanding Securities.

Anything in this Article 9 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Order any money or U.S. Government Obligations held by it as provided in
Section 9.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof that would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to the outstanding Securities.

SECTION 9.06. Repayment to Company. Any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, premium, if any, or interest, if any, on any
Security and remaining unclaimed for two years after such principal, premium,
if any, or interest, if any, have become due and payable shall be paid to the
Company on its request or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Company as trustee thereof, shall thereupon cease;
provided that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in the New York Times and The Wall Street Journal (national edition),
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

SECTION 9.07. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money in accordance with this Article 9 with respect to any
Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application,
then the obligations under this Indenture, the Guarantees and such Securities
from which the Company or the Guarantors have been discharged or released
pursuant to Section 9.02 or 9.03 hereof shall be revived and reinstated as
though no deposit had occurred pursuant to this Article 9 with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to
apply all money held in trust pursuant to Section 9.05 hereof with respect to
such Securities in accordance with this Article 9; provided that if the Company
or any Guarantor makes any payment of principal of, premium, if any, or
interest on any such Security following such reinstatement of its obligations,
the Company or such Guarantor, as the case may be, shall be subrogated to the
Holders of such Securities to receive such payment from the money so held in
trust.

ARTICLE 10

Amendments

SECTION 10.01. Without Consent of Holders.

(a) The Company, the Guarantors and the Trustee may at any time
and from time to time, without notice to or consent of any Holder, enter into
one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

(i) to evidence the succession of another Person to the
Company and the Guarantors and the assumption by such successor of the
covenants and Obligations of the Company under this Indenture and
contained in the Securities and the Guarantors contained in this
Indenture and the Guarantees;

(ii) to add to the covenants of the Company, for the
benefit of the Holders, or to surrender any right or power conferred
upon the Company or the Guarantors by this Indenture;

(iii) to add any additional Events of Default;

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

(v) to evidence and provide for the acceptance of
appointment under this Indenture by the successor Trustee;

(vi) to secure the Securities and/or the Guarantees;

(vii) to cure any ambiguity, to correct or supplement any
provision in this Indenture which may be inconsistent with any other
provision therein or to add any other provisions with respect to
matters or questions arising under the Indenture, provided that such
actions will not adversely affect the interests of the Holders in any
material respect; or

(viii) to add or release any Guarantor pursuant to the
terms of this Indenture.

SECTION 10.02. With Consent of Holders. With the consent of the
Holders of at least a majority of the principal amount at Stated Maturity of
the outstanding Securities (including consents obtained in connection with a
tender offer or an exchange offer for the Securities), by Act delivered to the
Company, the Guarantors and the Trustee, the Company, the Guarantors and the
Trustee may enter into one or more indentures supplemental hereto for the
purpose of adding any provisions to or changing or eliminating any of the
provisions of this Indenture or modifying the rights of the Holders of the
Securities, provided that no such supplemental indenture, without the consent
of the holder of each outstanding security affected thereby, will:

(a) change the Stated Maturity of the principal of, or any
installment of interest on, any Security, or reduce the principal amount
thereof (or any premium, if any), or the interest thereon, that would be due
and payable upon Maturity thereof, or change the place of payment where, or in
the coin or currency in which, any Security or any premium or interest thereon
is payable, or impair the right to institute suit for the enforcement of any
such payment on or after the Maturity thereof; or

(b) reduce the percentage in principal amount of the outstanding
Securities, the consent of whose Holders is required for any such supplemental
indenture or required for any waiver of compliance with the provisions of this
Indenture; or

(c) modify any of the provisions of Section 6.04 hereof, except to
increase the percentage set forth therein or to provide that certain other
provisions of this Indenture cannot be amended or waived without the consent of
the Holder of each outstanding Security affected thereby; or

(d) subordinate in right of payment, or otherwise subordinate, the
Securities or the Guarantees to any other Indebtedness; or

(e) modify any provision of this Indenture relating to the
obligations of the Company to make offers to purchase Securities upon a Change
of Control or from the proceeds of an Asset Sale; or

(f) modify any of the provisions of this Section 10.02 except to
increase any percentage set forth herein or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holders of each outstanding Security affected thereby; or

(g) amend, supplement or otherwise modify the provisions of the
Indenture relating to the Guarantees.

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

SECTION 10.03. Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article 10, this Indenture
shall be modified in accordance therewith, and such supplemental indenture
shall

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form a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby. After a Supplemental Indenture becomes effective, the Company shall
mail to Holders a notice briefly describing such amendment. The failure to
give such notice to all Holders, or any defect therein, shall not impair or
affect the validity of an amendment under this Section.

SECTION 10.04. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities shall comply with the Trust
Indenture Act as then in effect.

SECTION 10.05. Revocation and Effect of Consents and Waivers.

(a) A consent to an amendment or a waiver by a Holder of a
Security shall bind the Holder and every subsequent Holder of that Security or
portion of the Security that evidences the same debt as the consenting Holder's
Security, even if notation of the consent or waiver is not made on the
Security. However, any such Holder or subsequent Holder may revoke the consent
or waiver as to such Holder's Security or portion of the Security if the
Trustee receives the notice of revocation before the date the amendment or
waiver becomes effective. After an amendment or waiver becomes effective, it
shall bind every Holder. An amendment or waiver becomes effective upon the
execution of a supplemental indenture containing such amendment or waiver by
the Trustee.

(b) The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to give their consent
or take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding
the immediately preceding subsection, those Persons who were Holders at such
record date (or their duly designated proxies), and only those Persons, shall
be entitled to give such consent or to revoke any consent previously given or
to take any such action, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 120 days after such record date.

SECTION 10.06. Notation on or Exchange of Securities. If an
amendment changes the terms of a Security, the Trustee may require the Holder
of the Security to deliver it to the Trustee. The Trustee may place an
appropriate notation on the Security regarding the changed terms and return it
to the Holder. Alternatively, if the Company or the Trustee so determines, the
Company in exchange for the Security shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms. Failure to make
the appropriate notation or to issue a new Security shall not affect the
validity of such amendment.

SECTION 10.07. Trustee To Execute Supplemental Indentures. Upon
the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Securities as aforesaid, and upon
receipt by a Responsible Officer of the Trustee of the documents described in
Section 7.02 hereof, the Trustee shall join with the Company in the execution
of such amended or supplemental Indenture unless such amended or supplemental
Indenture affects the Trustee's own rights, duties, liabilities or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such amended or
supplemental Indenture. In executing any supplemental indenture, the Trustee
shall be entitled to receive indemnity reasonably satisfactory to it and to
receive, and (subject to Section 7.01 hereof) shall be fully protected in
relying upon, an Officers' Certificate (which need only cover the matters set
forth in clause (a) below) and an Opinion of Counsel provided by the Company
stating that:

(a) such supplemental indenture is authorized or permitted by this
Indenture and that all conditions precedent to the execution, delivery and
performance of such supplemental indenture have been satisfied;

(b) the Company and the Guarantors have all necessary corporate
power and authority to execute and deliver the supplemental indenture and that
the execution, delivery and performance of such supplemental indenture has been
duly authorized by all necessary corporate action of the Company and the
Guarantors;

(c) the execution, delivery and performance of the supplemental
indenture do not conflict with, or result in the breach of, or constitute a
default under, any of the terms, conditions or provisions of (i) this
Indenture, (ii) the

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charter documents and by-laws of the Company or any Guarantor, or (iii) any
material agreement or instrument to which the Company or any Guarantor is
subject and of which such counsel is aware;

(d) to the knowledge of legal counsel writing such Opinion of
Counsel, the execution, delivery and performance of the supplemental indenture
do not conflict with, or result in the breach of any of the terms, conditions
or provisions of (i) any law or regulation applicable to the Company or any
Guarantor, or (ii) any material order, writ, injunction or decree of any court
or governmental instrumentality applicable to the Company or any Guarantor;

(e) such supplemental indenture has been duly and validly executed
and delivered by the Company and the Guarantors, and the Indenture together
with such supplemental indenture constitutes a legal, valid and binding
obligations of the Company and the Guarantors enforceable against the Company
and the Guarantors, as applicable, in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, or similar
laws affecting the enforcement of creditors' rights generally and general
equitable principles; and

(f) the Indenture together with such amendment or supplement
complies with the Trust Indenture Act.

SECTION 10.08. Payment for Consent. Neither the Company nor any
Affiliate of the Company shall, directly or indirectly, 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 provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.

ARTICLE 11

Guarantees

SECTION 11.01. Guarantees.

(a) For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, subject to Section 11.07, each of
the Guarantors, together with each Subsidiary of the Company which in
accordance with Section 11.08 is required in the future to guarantee the
Obligations of the Company and the Guarantors under the Securities, the
Guarantees and this Indenture upon execution of a supplemental indenture,
hereby jointly and severally and irrevocably and unconditionally guarantees to
the Trustee and to each Holder of a Security authenticated and delivered by the
Trustee irrespective of the validity or enforceability of this Indenture or the
Securities or the Obligations of the Company and the Guarantors under this
Indenture, that: (i) the principal of, premium, if any, and any interest, on
the Securities (including, without limitation, any interest that accrues after
the filing of a proceeding of the type described in Sections 6.01(g) and (h))
and any reasonable fees, expenses and other amounts owing under this Indenture
will be duly and punctually paid in full when due, whether at Stated Maturity,
by acceleration, call for redemption, upon a Change of Control Offer, Asset
Sale Offer, purchase or otherwise, and interest on the overdue principal and
(to the extent permitted by law) interest, if any, on the Securities and any
other amounts due in respect of the Securities, and all other Obligations of
the Company and the Guarantors to the Holders of the Securities under this
Indenture and the Securities, whether now or hereafter existing, will be
promptly paid in full or performed, all strictly in accordance with the terms
hereof, and of the Securities; and (ii) in case of any extension of time of
payment or renewal of any Securities or any of such other Obligations, the same
will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at Stated Maturity, by acceleration,
call for redemption, upon Change of Control Offer, Asset Sale Offer, purchase
or otherwise. If payment is not made when due of any amount so guaranteed for
whatever reason, each Guarantor shall be jointly and severally obligated to pay
the same individually whether or not such failure to pay has become an Event of
Default which could cause acceleration pursuant to Section 6.02. Each
Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection. An Event of Default under this Indenture or the Securities shall
constitute an Event of Default under this Guarantee, and shall entitle the
Holders to accelerate the Obligations of each Guarantor hereunder in the same
manner and to the same extent as the Obligations of the Company. This
Guarantee is intended to be a senior unsecured obligation of each respective
Guarantor and is intended to be superior to or pari passu in right of payment
with all indebtedness and liabilities of such Guarantor that are not

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subordinated by their terms to other Indebtedness of such Guarantor, and senior
in right of payment to all Subordinated Indebtedness of such Guarantor. Each
Guarantor's Obligations are independent of any Obligation of the Company or any
other Guarantor.

(b) Each Guarantor waives presentation to, demand of, payment from
and protest to the Company of any of the Obligations under this Indenture or
the Securities and also waives notice of protest for nonpayment. To the extent
permitted by law, each Guarantor waives notice of any default under the
Securities or the Obligations. The Obligations of each Guarantor hereunder
shall not be affected by (a) the failure of any Holder or the Trustee to assert
any claim or demand or to enforce any right or remedy against the Company or
any other Person under this Indenture, the Securities or any other agreement or
otherwise; (b) any extension or renewal of any thereof; (c) any rescission,
waiver, amendment or modification of any of the terms or provisions of this
Indenture, the Securities or any other agreement; (d) the release of any
security held by any Holder or the Trustee for the Obligations or any of them;
(e) the failure of any Holder or the Trustee to exercise any right or remedy
against any other guarantor of the Obligations; or (f) any change in the
ownership of such Guarantor.

(c) To the extent permitted by law, the Obligations of each
Guarantor hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason, including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any
defense of setoff, counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Obligations of
the Company or otherwise. Without limiting the generality of the foregoing, to
the extent permitted by law, the Obligations of each Guarantor herein shall not
be discharged or impaired or otherwise affected by the failure of any Holder or
the Trustee to assert any claim or demand or to enforce any remedy under this
Indenture, the Securities or any other agreement, by any waiver or modification
of any thereof, by any default, failure or delay, willful or otherwise, in the
performance of the Obligations of the Company, or by any other act or thing or
omission or delay to do any other act or thing which may or might in any manner
or to any extent vary the risk of such Guarantor or would otherwise operate as
a discharge of such Guarantor as a matter of law or equity.

(d) Each Guarantor further agrees that its Guarantee herein shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of principal of, premium, if any, or interest on
any Obligation of the Company is rescinded or must otherwise be restored by any
Holder or the Trustee upon the bankruptcy or reorganization of the Company or
otherwise.

(e) In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity against any
Guarantor by virtue hereof, upon the failure of the Company to pay the
principal of, premium, if any, or interest on any Obligation when and as the
same shall become due, whether at maturity, by acceleration, by redemption or
otherwise, or to perform or comply with any other Obligation, each Guarantor
hereby promises to and will, upon receipt of written demand by the Trustee,
forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an
amount equal to the sum of (i) the unpaid amount of such Obligations, (ii)
accrued and unpaid interest on such Obligations (but only to the extent not
prohibited by law) and (iii) all other monetary Obligations of the Company to
the Holders and the Trustee.

(f) Until such time as the Securities and the other Obligations of
the Company guaranteed hereby have been satisfied in full, each Guarantor
hereby irrevocably waives the right to exercise any claim or other rights that
it may now or hereafter acquire against the Company or any other Guarantor that
arise from the existence, payment, performance or enforcement of such
Guarantor's Obligations under this Guarantee, including, without limitation,
any right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of the
Holders or the Trustee against the Company or any other Guarantor or any
security, whether or not such claim, remedy or right arises in equity or under
contract, statute or common law, including, without limitation, the right to
take or receive from the Company or any other Guarantor, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right. If any amount
shall be paid to such Guarantor in violation of the preceding sentence at any
time prior to the later of the payments in full of the Securities and all other
amounts payable under this Indenture, this Guarantee and the Stated Maturity of
the Securities, such amount shall be held in trust for the benefit of the
Holders and the Trustee and shall forthwith be paid to the Trustee to be
credited and applied to the Securities and all other amounts payable under this
Guarantee, whether

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matured or unmatured, in accordance with the terms of this Indenture, or to be
held as security for any Obligations or other amounts payable under this
Guarantee thereafter arising.

(g) Each Guarantor acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by this
Indenture and that the waiver set forth in this Section 11.01 is knowingly made
in contemplation of such benefits. Each Guarantor further agrees that, as
between it, on the one hand, and the Holders and the Trustee, on the other
hand, (x) subject to this Article 11, 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 acceleration of such Obligations guaranteed hereby
as provided in Article 6, such Obligations (whether or not due and payable)
shall further then become due and payable by the Guarantors for the purposes of
this Guarantee.

(h) A Guarantor that makes a distribution or payment under a
Guarantee shall be entitled to contribution from each other Guarantor in a pro
rata amount based on the Adjusted Net Assets of each such other Guarantor for
all payments, damages and expenses incurred by that Guarantor in discharging
the Company's obligations with respect to the Securities and this Indenture or
any other Guarantor with respect to its Guarantee, so long as the exercise of
such right does not impair the rights of the Holders of the Securities under
the Guarantees.

(i) Each Guarantor also agrees to pay any and all reasonable costs
and expenses (including reasonable attorneys' fees) incurred by the Trustee or
any Holder in enforcing any rights under this Section.

SECTION 11.02. Limitation on Liability. Any term or provision of
this Indenture to the contrary notwithstanding, the maximum aggregate amount of
the Obligations guaranteed hereunder by any Guarantor shall not exceed the
maximum amount that can be hereby guaranteed without rendering this Indenture,
as it relates to such Guarantor, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally. To effectuate the foregoing intention, the
Obligations of each Guarantor shall be limited to the maximum amount as will,
after giving effect to all other contingent and fixed liabilities of such
Guarantor and after giving effect to any collections from or payments made by
or on behalf of any other Guarantor in respect of the Obligations of such other
Guarantor under its Guarantee or pursuant to its contribution Obligations
hereunder, result in the obligations of such Guarantor under its Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal,
state or foreign law. Each Guarantor that makes a payment or distribution
under a Guarantee shall be entitled to a contribution from each other Guarantor
in a pro rata amount based on the Adjusted Net Assets of each Guarantor.

SECTION 11.03. Execution and Delivery of Guarantees. To further
evidence its Guarantee set forth in Section 11.01 hereof, each Guarantor hereby
agrees that notation of such Guarantee shall be endorsed on each Security
authenticated and delivered by the Trustee and executed by either manual or
facsimile signature of an authorized officer of such Guarantor. Each Guarantor
hereby agrees that its Guarantee set forth in Section 11.01 hereof shall remain
in full force and effect notwithstanding any failure to endorse on each
Security a notation of such Guarantee. If an officer of a Guarantor whose
signature is on this Indenture or a Security no longer holds that office at the
time the Trustee authenticates such Security or at any time thereafter, such
Guarantor's Guarantee of such Security shall be valid nevertheless. The
delivery of any Security by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of any Guarantee set forth in this
Indenture on behalf of the Guarantor.

SECTION 11.04. When a Guarantor May Merge, etc. No Guarantor
shall consolidate with or merge with or into (whether or not such Guarantor is
the surviving person) another corporation, Person or entity whether or not
affiliated with such Guarantor (but excluding any consolidation, amalgamation
or merger if the surviving corporation is no longer a Subsidiary) unless (i)
subject to the provisions of Section 11.07 hereof, the Person formed by or
surviving any such consolidation or merger (if other than such Guarantor)
assumes all the Obligations of such Guarantor pursuant to a supplemental
indenture in form reasonably satisfactory to the Trustee under the Securities
and this Indenture and (ii) immediately after giving effect to such
transaction, no Default or Event of Default exists. In connection with any
such consolidation or merger, the Trustee shall be entitled to receive an
Officers' Certificate and an Opinion of Counsel stating that such consolidation
or merger is permitted by this Section 11.04.

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SECTION 11.05. No Waiver. Neither a failure nor a delay on the
part of either the Trustee or the Holders in exercising any right, power or
privilege under this Article 11 shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of
any right, power or privilege. The rights, remedies and benefits of the
Trustee and the Holders herein expressly specified are cumulative and not
exclusive of any other rights, remedies or benefits which either may have under
this Article 11 at law, in equity, by statute or otherwise.

SECTION 11.06. Modification. No modification, amendment or waiver
of any provision of this Article 11, nor the consent to any departure by any
Guarantor therefrom, shall in any event be effective unless the same shall be
in writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
No notice to or demand on any Guarantor in any case shall entitle such
Guarantor to any other or further notice or demand in the same, similar or
other circumstances.

SECTION 11.07. Release of Guarantor. Upon the sale or other
disposition (by merger or otherwise) of a Guarantor (or all or substantially
all of its Property and assets) to a Person other than the Company or another
Guarantor and pursuant to a transaction that is otherwise in compliance with
this Indenture (including, without limitation, Section 4.07 hereof), such
Guarantor (unless it otherwise remains a Subsidiary) shall be deemed released
from its Guarantee and the related Obligations set forth in the Indenture;
provided that any such termination shall occur only to the extent that all
Obligations of such Guarantor under all of its guarantees of and under all of
its pledges of assets or other security interests which secure, other
Indebtedness of the Company shall also terminate or be released upon such sale
or other disposition. Each Guarantor that is designated as an Unrestricted
Subsidiary in accordance with this Indenture shall be released from its
Guarantee and the related Obligations set forth in the Indenture so long as it
remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate
instrument or instruments evidencing such release upon receipt of a request of
the Company accompanied by an Officers' Certificate and Opinion of Counsel
certifying as to the compliance with this Section 11.07 and the other
applicable provisions of this Indenture.

SECTION 11.08. Execution of Supplemental Indenture for Future
Guarantors. Any Wholly Owned Subsidiary that is a domestic Subsidiary or any
other Subsidiary that is not a Guarantor that guarantees any Indebtedness of
the Company is required to become a Guarantor and the Company shall cause each
such Subsidiary to promptly execute and deliver to the Trustee a supplemental
indenture in the form of Exhibit C hereto pursuant to which such Subsidiary
shall become a Guarantor under this Article 11 and shall guarantee the
Obligations of the Company under the Securities and this Indenture.
Concurrently with the execution and delivery of such supplemental indenture,
the Company shall deliver to the Trustee an Opinion of Counsel to the effect
that such supplemental indenture has been duly authorized, executed and
delivered by such Subsidiary and that, subject to the application of
bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other
similar laws relating to creditors' rights generally and to the principles of
equity, whether considered in a proceeding at law or in equity, the Guarantee
of such Guarantor is a legal, valid and binding obligation of such Guarantor,
enforceable against such Guarantor in accordance with its terms, and as to any
such other matters as the Trustee may reasonably request.

ARTICLE 12

Miscellaneous

SECTION 12.01. Compliance Certificates and Opinions. Upon any
application or request by the Company or the Guarantors to the Trustee to take
any action under any provision of this Indenture, the Company and the
Guarantors, as applicable, shall furnish to the Trustee, to the extent required
by the TIA or this Indenture, (i) an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture (including any
covenant, compliance with which constitutes a condition precedent) relating to
the proposed action have been complied with and (ii) an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with, except that in the case of any such application
or request as to which the furnishing of such documents is specifically

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required by any provision of this Indenture relating to such particular
application or request, no additional certificate or opinion need be furnished.

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

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

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

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

(4) a statement as to whether or not, in the opinion and to the
best knowledge and belief after due investigation of each such individual, such
condition or covenant has been complied with.

SECTION 12.02. Form of Documents Delivered to Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.

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

Any certificate, statement or opinion of an officer of the Company or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are 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.

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

SECTION 12.03. Acts of Holders.

(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by a specified percentage of Holders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such specified
percentage of Holders in person or by agents duly appointed in writing; and,
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are received by the Trustee and,
where it is hereby expressly required, to the Company and

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the Guarantors. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Holders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Sections 7.01 and 7.02)
conclusive in favor of the Trustee, the Company and the Guarantors, if made in
the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient, including the execution
of such instrument or writing without more.

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

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

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

(f) Without limiting the foregoing, a Holder entitled hereunder to
give or take any action with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any different part of such principal amount.

SECTION 12.04. Trust Indenture Act Controls. If any provision of
this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by Sections 310 to 318, inclusive, of
the Trust Indenture Act, the required provision shall control. If any
provision of this Indenture modifies or excludes any provision of the TIA that
may be so modified or excluded, the latter provision shall be deemed to apply
to this Indenture as so modified or excluded, as the case may be.

SECTION 12.05. Notices. Any notice or communication shall be in
writing and delivered in person, or sent by registered or certified mail, by
air courier guaranteeing overnight delivery or by fax (promptly confirmed by
telephone) and addressed as follows:

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if to the Company or any Guarantor:

Bayard Drilling Technologies, Inc.
4005 Northwest Expressway
Suite 550 E
Oklahoma City, Oklahoma 73116
Attn: Chief Financial Officer
Phone: (405) 840-9550
Fax: (405) 840-9553

if to the Trustee:

U. S. Trust Company of Texas, N.A.
2001 Ross Avenue, Suite 2700
Dallas, Texas 75201-2936
Attention: Corporate Trust Department
Phone: (214) 754-1254
Fax: (214) 754-1303

with a copy to:

Arter & Hadden LLP
1717 Main Street, Suite 4100
Dallas, Texas 75201
Attention: Joseph A. Hoffmann, Esq.

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

Any notice or communication mailed to a Holder shall be sent
to the Holder by first class mail, postage prepaid, at the Holder's address as
it appears in the Security Register and shall be given if so sent within the
time prescribed. Failure to mail a notice or communications to a Holder or any
default in it shall not affect its sufficiency with respect to other Holders.
If a notice or communication is mailed or faxed to the Company, the Guarantors,
the Trustee or a Holder in the manner provided above, it is duly given, whether
or not the addressee receives it but shall not be effective unless in the case
of the Company, the Guarantors or the Trustee actually received. In case by
reason of the suspension of regular mail service or by reason or any other
cause it shall be impracticable to give notice by mail to Holders, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

SECTION 12.06. Communication by Holders with Other Holders.
Holders may communicate pursuant to TIA Section 312(b) with other Holders with
respect to their rights under this Indenture or the Securities. The Company,
the Guarantors, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 312(c).

SECTION 12.07. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Holders. The
Registrar and the Paying Agent may make reasonable rules for their functions.

SECTION 12.08. Payments on Business Days. If a payment hereunder
is scheduled to be made on a date that is not a Business Day, payment shall be
made on the next succeeding day that is a Business Day, and no interest shall
accrue with respect to that payment during the intervening period. If a
regular Record Date is not a Business Day, such Record Date shall not be
affected.

SECTION 12.09. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY.

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SECTION 12.10. No Recourse Against Others. No director, officer,
employee, incorporator or stockholder of the Company, the Subsidiaries or the
Unrestricted Subsidiaries, as such, shall have any liability for any
obligations of the Company under the Securities, the Guarantees or this
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Securities by accepting a
Security waives and releases all such liability. The waiver and release are
part of the consideration for issuance of the Securities. Such waiver may not
be effective to waive liabilities under the federal securities laws and it is
the view of the Commission that such a waiver is against public policy.

SECTION 12.11. Submission to Jurisdiction; Appointment of Agent
for Service of Process; Waiver Immunities.

(a) The Company and each Guarantor hereby irrevocably, to the
fullest extent it may do so under applicable law, submits to the jurisdiction
of any New York State or federal court sitting in the Borough of Manhattan, the
City of New York and to the courts of its own corporate domicile with respect
to all actions brought against it as a defendant in respect of any suit, action
or proceeding or arbitral award arising out or relating to this Indenture, the
Securities or any transaction contemplated hereby or thereby (a "Proceeding"),
and irrevocably accepts for itself and in respect of its property, generally
and unconditionally, the jurisdiction of the aforesaid courts, to the fullest
extent it may do so under applicable law. The Company and each Guarantor
irrevocably waives, to the fullest extent it may do so under applicable law,
trial by jury and any objection which it may now or hereafter have to the
laying of the venue of any such Proceeding brought in any such court and any
claim that any such Proceeding brought in any such court has been brought in an
inconvenient forum. The Company and each Guarantor acknowledges that it has,
by separate written instrument, irrevocably appointed CT Corporation System
(the "Process Agent"), with an office at 1633 Broadway, New York, New York
10019, as its authorized agent to receive on behalf of the Company and each
Guarantor and its property service of copies of the summons and compliant and
any other process which may be served in any proceeding, and that the Process
Agent has accepted such appointment. If for any reason such Process Agent
shall cease to be such agent for service of process, the Company and each
Guarantor shall forthwith appoint a new agent of recognized standing for
service of process in the State of New York, United States and deliver to the
Trustee a copy of the new agent's acceptance of that appointment within 30
days. Nothing herein shall affect the right of the Trustee, any Paying Agent
or any Holder to serve process in any other manner permitted by law or to
commence legal proceedings or otherwise proceed against the Company or the
Guarantors in any other court of competent jurisdiction.

(b) Service may be made by delivering by hand a copy of such
process to the Company or the Guarantors, as the case may be, in care of the
Process Agent at the address specified above. The Company and the Guarantors
hereby irrevocably authorize and direct the Process Agent to accept such
service on their behalf. Failure of the Process Agent to give notice to the
Company or the Guarantors or failure of the Company or the Guarantors to
receive notice of such service of process shall not affect in any way the
validity of such service on the Process Agent or the Company or the Guarantors.
As an alternative method of service, the Company and the Guarantors also
irrevocably consent to the service of any and all process in any such
proceeding by the delivery by hand of copies of such process to the Company or
the Guarantors, as the case may be, at the applicable address specified in
Section 11.05 hereof or at the address most recently furnished in writing by
the Company or the Guarantors to the Trustee. The Company and the Guarantors
covenant and agree that they shall take any and all reasonable action,
including the execution and filing of any and all documents, that may be
necessary to continue the designation of the Process Agent specified above in
full force and effect during the term of the Securities, and to cause the
Process Agent to continue to act as such.

(c) The Company and the Guarantors irrevocably agree that, in any
Proceedings anywhere (whether for an injunction, specific performance or
otherwise), no immunity (to the extent that it may at any time exist, whether
on the grounds of sovereignty or otherwise) from such Proceedings, from
attachment (whether in aid of execution, before judgment or otherwise) of their
assets or from execution of judgment shall be claimed by them or on their
behalf or with respect to their assets, except to the extent required by
applicable law, any such immunity being irrevocably waived, to the fullest
extent permitted by applicable law. The Company and the Guarantors irrevocably
agree that, where permitted by applicable law, they and their assets are, and
shall be, subject to such Proceedings, attachment or execution in respect of
their obligations under this Indenture or the Securities.

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SECTION 12.12. Successors. All agreements of the Company in
this Indenture and the Securities shall bind its successors. All agreements of
the Trustee in this Indenture shall bind its successors.

SECTION 12.13. Multiple 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. One signed copy is enough
to prove this Indenture. This Indenture may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute but one and the same instrument.

SECTION 12.14. Table of Contents; Headings. The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.

SECTION 12.15. No Adverse Interpretation of Other Agreements.
This Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

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

COMPANY:

BAYARD DRILLING TECHNOLOGIES, INC.

By: /s/ DAVID E. GROSE
-------------------------------------
Name: DAVID E. GROSE
------------------------------
Title: Vice President and Chief
Financial Officer
-----------------------------

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GUARANTORS:

BAYARD DRILLING, L.L.C.

By: /s/ DAVID E. GROSE
-------------------------------------
Name: DAVID E. GROSE
------------------------------
Title: Vice President and Chief
Financial Officer
-----------------------------

BAYARD DRILLING, L.P.

By: BAYARD DRILLING, L.L.C., its
general partner

By: /s/ DAVID E. GROSE
-------------------------------------
Name: DAVID E. GROSE
------------------------------
Title: Vice President and Chief
Financial Officer
-----------------------------

BONRAY DRILLING CORPORATION

By: /s/ DAVID E. GROSE
-------------------------------------
Name: DAVID E. GROSE
------------------------------
Title: Vice President and Chief
Financial Officer
-----------------------------

TREND DRILLING CO.

By: /s/ DAVID E. GROSE
-------------------------------------
Name: DAVID E. GROSE
------------------------------
Title: Vice President and Chief
Financial Officer
-----------------------------

TRUSTEE:

U. S. TRUST COMPANY OF TEXAS, N.A.

By: /s/ JOHN C. STOHLMANN
-------------------------------------
Name: John C. Stohlmann
------------------------------
Title: Vice President
-----------------------------

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EXHIBIT A

[FORM OF FACE OF GLOBAL SECURITY]

BAYARD DRILLING TECHNOLOGIES, INC.

No._____ 11% SENIOR NOTE DUE 2005, Series A
CUSIP No. 072 700 AA5

[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
REFERRED TO ON THE REVERSE THEREOF

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK,
TO BAYARD DRILLING TECHNOLOGIES, INC. (THE "COMPANY") OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.06 OF
THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES IN DEFINITIVE, FULLY
REGISTERED FORM, WITHOUT INTEREST COUPONS, IF (A) DTC NOTIFIES THE COMPANY THAT
IT IS UNWILLING OR UNABLE TO CONTINUE AS DEPOSITARY FOR THIS GLOBAL SECURITY OR
IF AT ANY TIME DTC CEASES TO BE A "CLEARING AGENCY" REGISTERED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND A SUCCESSOR DEPOSITARY IS NOT
APPOINTED BY THE COMPANY WITHIN 90 DAYS OF SUCH NOTICE, (B) THE COMPANY
EXECUTES AND DELIVERS TO THE TRUSTEE A NOTICE THAT THIS GLOBAL SECURITY SHALL
BE TRANSFERABLE, REGISTRABLE AND EXCHANGEABLE, AND SUCH TRANSFER SHALL BE
REGISTRABLE, OR (C) AN EVENT OF DEFAULT (AS HEREINAFTER DEFINED) HAS OCCURRED
AND IS CONTINUING WITH RESPECT TO THE SECURITIES.(1)]

[THIS NOTE (OR ITS PREDECESSOR) AND ANY GUARANTEE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS, EXCEPT AS SET FORTH IN THE SECOND SENTENCE HEREOF. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

(1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), OR (B) IT IS
ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT,

- ------------------
(1) These four paragraphs should be included only if the Security is
issued in global form.

A-1
<PAGE> 79
(2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES
ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER
THE SECURITIES ACT, (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, IF REQUESTED BY THE
COMPANY) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND,
IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND

(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR
AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND.

AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES"
HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES
ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.(2)]

- ----------------
(2) This paragraph should be removed upon the exchange of the Series
A Notes for Series B Notes in the Exchange Offer or upon the registration of
the Series A Notes pursuant to the terms of the Registration Rights Agreement.

A-2
<PAGE> 80

BAYARD DRILLING TECHNOLOGIES, INC., a Delaware corporation, hereby
promises to pay to CEDE & CO., or registered assigns, [the principal sum of
One-Hundred Million United States Dollars, or such greater or lesser amount as
may from time to time be endorsed on Schedule A hereto],(3) on June 30, 2005.

Interest Payment Dates: June 30 and December 31, commencing December
31, 1998.
Record Dates: June 15 and December 15.

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

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

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

(3) This phrase should be included only if the Security is issued in
global form.

A-3
<PAGE> 81
IN WITNESS WHEREOF, BAYARD DRILLING TECHNOLOGIES, INC. has caused
this instrument to be duly executed under its corporate seal.

Dated: June 26, 1998

BAYARD DRILLING TECHNOLOGIES, INC.

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

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

U. S. TRUST COMPANY OF TEXAS, N.A.

as Trustee, certifies that this
is one of the Securities referred
to in the Indenture.

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

A-4
<PAGE> 82
[FORM OF REVERSE SIDE OF SECURITY]

11% Senior Note Due 2005

1. Interest

Bayard Drilling Technologies, Inc., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on
the principal amount of this Security at the rate per annum shown above. The
Company will pay interest semiannually on June 30 and December 31 of each year
(an "Interest Payment Date") commencing on December 31, 1998, until the
principal amount is paid or made available for payment. Interest on the
Securities will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the Issue Date. The Company will
also pay additional interest under the circumstances and in the amounts as
described in the Registration Rights Agreement. Interest will be computed on
the basis of a 360-day year of twelve 30-day months.

2. Method of Payment

The Company will pay interest on the Securities (except Defaulted
Interest) to the Persons who are registered Holders of Securities at the close
of business on the June 15 or December 15 immediately preceding the Interest
Payment Date even if Securities are canceled after the Record Date and on or
before the Interest Payment Date. Holders must surrender Securities to a
Paying Agent to collect principal payments. The Company will pay principal,
premium, if any, and interest in money of the United States that at the time of
payment is legal tender for payment of public and private debts. Payments in
respect of the Securities represented by a Global Security (including
principal, premium, if any, and interest) will be made by wire transfer of
immediately available funds to the accounts specified by The Depository Trust
Company, but, at the option of the Company, interest may be paid by check
mailed to the registered Holders at their registered addresses.

3. Paying Agent and Registrar

Initially, U.S. Trust Company of Texas, N.A., a national banking
association (the "Trustee"), will act as Paying Agent and Registrar. The
Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice. In certain situations, the Company or any of its Subsidiaries
may act as Paying Agent, Registrar or co- registrar.

4. Indenture

The Company issued the Securities under an Indenture dated as of June
26, 1998 (as such may be amended from time to time, the "Indenture"), among the
Company, the corporations acting as guarantors and named therein (the
"Guarantors") and the U.S. Trust Company of Texas, N.A., as trustee (the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture reference is hereby made for a statement of the respective
rights, duties and immunities thereunder of the Company, the Guarantors, the
Trustee and each Holder of the Securities and the terms upon which the
Securities are, and are to be, authenticated and delivered. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms
defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Securities are subject to all such terms, and
Holders are referred to the Indenture and the Act for a statement of those
terms.

The Securities are limited to $100,000,000 aggregate principal amount
at any one time outstanding (subject to Section 2.08 of the Indenture). This
Security is one of the Securities referred to in the Indenture. The Indenture
imposes certain limitations on the incurrence of additional Indebtedness by the
Company and its Subsidiaries; the payment of dividends on, and redemption of,
Capital Stock of the Company and its Subsidiaries and the redemption of
Subordinated Indebtedness of the Company and its Subsidiaries; Investments;
sales of assets and Subsidiary Capital Stock; certain

A-5
<PAGE> 83
transactions with Affiliates of the Company and the right of the Company and
its Subsidiaries to engage in unrelated lines of business.

5. Optional Redemption

Except as provided in the next paragraph, the Securities are not
redeemable prior to June 30, 2003. At any time on or after June 30, 2003, the
Securities are redeemable at the option of the Company, in whole or in part, on
not less than 30 nor more than 60 days' notice, at the following Redemption
Prices (expressed as percentages of principal amount at Stated Maturity), if
redeemed during the 12 months beginning June 30 of the years indicated below,
plus accrued and unpaid interest (if any) thereon to the Redemption Date:

<TABLE>
<CAPTION>
Redemption
Year Price
---- ----------
<S> <C>
2003 105.5000%
2004 and thereafter 100.0000%

</TABLE>

Notwithstanding the foregoing, at any time during the first 36 months
after the Issue Date, the Company may redeem up to 35% of the aggregate
principal amount of the Securities originally outstanding at a redemption price
of 111% of the principal amount thereof, plus accrued and unpaid interest (if
any) thereon to the Redemption Date, with the net proceeds of one or more
Qualified Equity Offerings of the Company; provided that at least $65,000,000
aggregate principal amount of the Securities shall remain outstanding
immediately after the occurrence of any such redemption; and provided, further,
that such redemption shall occur not later than 90 days after the date of the
closing of any such Qualified Equity Offering. The redemption shall be made in
accordance with procedures set forth in the Indenture.

6. Notice of Redemption

Notice of redemption will be mailed by first-class mail, postage
prepaid, at least 30 days but not more than 60 days before the Redemption Date
to each Holder of Securities to be redeemed at his address as it appears in the
Security Register. Securities in denominations larger than $1,000 may be
redeemed in part but only in whole multiples of $1,000. If less than all of
the Securities are to be redeemed at any time, the Securities to be redeemed
will be chosen by the Trustee in accordance with the Indenture. If any
Security is redeemed subsequent to a Record Date with respect to any Interest
Payment Date specified above and on or prior to such Interest Payment Date,
then any accrued interest will be paid on such Interest Payment Date to the
Holder of the Security at the close of business on such Record Date. If money
sufficient to pay the Redemption Price of and accrued interest on all
Securities (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent on or before the Redemption Date and certain
other conditions are satisfied, on and after such date interest ceases to
accrue on such Securities (or such portions thereof) called for redemption.

7. Change of Control

Upon the occurrence of a Change of Control, each Holder of Securities
shall have the right to require the Company to purchase such Holder's
Securities, in whole or in part in a principal amount at Stated Maturity that
is an integral multiple of $1,000, pursuant to a Change of Control Offer, at a
purchase price in cash equal to 101% of the principal amount thereof on any
Change of Control Payment Date, plus accrued and unpaid interest, if any, to
the Change of Control Payment Date.

Within 30 calendar days following any Change of Control, the Company
shall send, or cause to be sent, by first class mail, postage prepaid, a notice
regarding the Change of Control Offer to each Holder of Securities. The Holder
of this Security may elect to have this Security or a portion hereof in an
authorized denomination purchased by completing the form entitled "Option of
Holder to Require Purchase" appearing below and tendering this Security
pursuant to the Change of Control Offer. Unless the Company defaults in the
payment of the Change of Control Purchase Price with respect thereto, all
Securities or portions thereof accepted for payment pursuant to the Change of
Control Offer will cease to accrue interest from and after the Change of
Control Payment Date.

A-6
<PAGE> 84
8. Repurchase at the Option of Holders upon Asset Sale.

Subject to the limitations set forth in the next following paragraph,
if at any time the Company or any Subsidiary engages in any Asset Sale, as a
result of which the aggregate amount of Excess Proceeds exceeds $10,000,000,
the Company shall, within 30 calendar days thereafter make an offer to purchase
from all Holders of Securities and other Indebtedness that ranks by its terms
pari passu in right of payment with the Securities and the terms of which
contain substantially similar requirements with respect to the application of
net proceeds from an Asset Sale Offer, on a pro rata basis, the maximum
principal amount of the Securities that is an integral multiple of $1,000 that
may be purchased out of the Excess Proceeds and the maximum principal amount of
such other pari passu Indebtedness that may be purchased out of the Excess
Proceeds, at an offer price in cash in an amount equal to 100% of the principal
amount at Stated Maturity thereof, plus accrued and unpaid interest thereon, if
any, to the Asset Sale Offer Purchase Date. Upon completion of an Asset Sale
Offer (including payment of the Asset Sale Offer Purchase Price for accepted
Securities), any surplus Excess Proceeds that were the subject of such offer
shall cease to be Excess proceeds, and the Company may then use such amounts
for general corporate purposes.

Within 30 calendar years of the date the amount of Excess Proceeds
exceeds $10,000,000, the Company shall send, or cause to be sent, by first
class mail, postage prepaid, a notice regarding the Asset Sale Offer to each
Holder of Securities. The Holder of this Security may elect to have this
Security or a portion hereof in an authorized denomination purchased by
completing the form entitled "Option of Holder to Require Purchase" appearing
below and tendering this Security pursuant to the Asset Sale Offer. Unless the
Company defaults in the payment of the Asset Sale Offer Purchase Price with
respect thereto, all Securities or portions thereof selected for payment
pursuant to the Asset Sale Offer will cease to accrue interest from and after
the Asset Sale Offer Purchase Date.

9. The Global Security.

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

The Holder of this Global Security may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests in this Global Security through Agent Members, to take any action
which a Holder of Securities is entitled to take under the Indenture or the
Securities.

Whenever, as a result of an optional redemption of Securities by the
Company, a Change of Control Offer, an Asset Sale Offer or an exchange for
Certificated Securities, this Global Security is redeemed, repurchased or
exchanged or substituted in part, this Global Security shall be surrendered by
the Holder thereof to the Trustee who shall cause an adjustment to be made to
Schedule A hereof so that the principal amount of this Global Security will be
equal to the portion not redeemed, repurchased or exchanged and shall
thereafter return this Global Security to such Holder; provided that this
Global Security shall be in a principal amount at Stated Maturity of $1,000 or
an integral multiple of $1,000.

10. Transfer and Exchange.

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

A-7
<PAGE> 85
Transfers of this Global Security shall be limited to transfers in
whole, and not in part, to the Depositary, its successors and their respective
nominees. Interests of beneficial owners in this Global Security may be
transferred in accordance with the rules and procedures of the Depositary (or
its successors).

This Global Security will be exchanged by the Company for one or more
Certificated Securities if (a) the Depositary (i) has notified the Company that
it is unwilling or unable to continue as, or ceases to be, a "Clearing Agency"
registered under Section 17A of the Exchange Act and (ii) a successor to the
Depositary registered as a "Clearing Agency" under Section 17A of the Exchange
Act is not appointed by the Company within 90 calendar days or (b) the
Depositary is at any time unwilling or unable to continue as Depositary and a
successor to the Depositary is not able to be appointed by the Company within
90 calendar days. If an Event of Default occurs and is continuing, the Company
shall, at the request of the Holder hereof, exchange all or a part of this
Global Security for one or more Certificated Securities; provided that the
principal amount at Stated Maturity of each of such Certificated Securities and
this Global Security, after such exchange, shall be $1,000 or an integral
multiple thereof. Whenever this Global Security is exchanged as a whole for
one or more Certificated Securities, it shall be surrendered by the Holder to
the Trustee for cancellation. Whenever this Global Security is exchanged in
part for one or more Certificated Securities, it shall be surrendered by the
Holder to the Trustee and the Trustee shall make the appropriate notations
thereon pursuant to Section 2.05 of the Indenture. Interests in this Global
Security may not be exchanged for Certificated Securities other than as
provided in this paragraph.

11. Persons Deemed Owners

The registered Holder of this Security may be treated as the owner of
it for all purposes.

12. Unclaimed Money

If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its written request unless an abandoned property law designates
another Person. After any such payment, Holders entitled to the money must
look only to the Company and not to the Trustee for payment.

13. Discharge and Defeasance

Subject to certain conditions, the Company at any time may terminate
some or all of its Obligations and the Guarantors' Obligations under the
Securities, the Guarantees and the Indenture if the Company deposits with the
Trustee money or U.S. Government Obligations for the payment of principal,
premium and interest on the Securities to redemption or maturity, as the case
may be.

14. Amendment, Waiver

Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in outstanding principal amount at Stated
Maturity of the Securities and (ii) any default or noncompliance with any
provision may be waived with the written consent of the Holders of a majority
in outstanding principal amount at Stated Maturity outstanding of the
Securities. Subject to certain exceptions set forth in the Indenture, without
the consent of any Holder, the Company, the Guarantors and the Trustee may
amend the Indenture or the Securities (a) to evidence the succession of another
Person to the Company and the Guarantors and the assumption by such successor
of the covenants and Obligations of the Company under the Indenture and
contained in the Securities and of the Guarantors contained in the Indenture
and the Guarantees, (b) to add to the covenants of the Company, for the benefit
of the Holders, or to surrender any right or power conferred upon the Company
or the Guarantors by the Indenture, (c) to add any additional Events of
Default, (d) to provide for uncertificated Securities in addition to or in
place of Certificated Securities, (e) to evidence and provide for the
acceptance of appointment under the Indenture by the successor Trustee, (f) to
secure the Securities and/or the Guarantees, (g) to cure any ambiguity, to
correct or supplement any provision in the Indenture which may be inconsistent
with any other provision therein or to add any other provision with respect to
matters or questions arising under the Indenture, provided that such actions
will not adversely affect the interests of the Holders in any material respect
or (h) to add or release any Guarantor pursuant

A-8
<PAGE> 86
to the terms of the Indenture. Certain provisions of the Securities and the
Indenture may not be amended or waived without the consent of each Holder
affected thereby.

15. Defaults and Remedies

Under the Indenture, Events of Default include in summary form (i)
default in the payment of interest on the Securities when due, continued for 30
days; (ii) default in the payment of principal of (or premium, if any, on) the
Securities when due; (iii) failure to comply with certain of the covenants in
the Indenture, including the Change of Control covenant, the Asset Sale
covenant and the Restrictive Payments covenant; (iv) failure to perform any
other covenant of the Company or any Guarantor in the Indenture, continued for
60 days after written notice as provided in the Indenture; (v) Indebtedness
(other than Non-Recourse Indebtedness) of the Company or any Subsidiary is not
paid when due within the applicable grace period, or is accelerated and, in
either case, the principal amount of such unpaid Indebtedness exceeds
$10,000,000; (vi) one or more final judgments or orders by a court of competent
jurisdiction are entered against the Company or any Subsidiary in an uninsured
or unindemnified aggregate amount in excess of $10,000,000 and such judgments
or orders are not discharged, waived, appealed, stayed, satisfied or bonded for
a period of 60 consecutive days; (vii) certain events of bankruptcy, insolvency
or reorganization; or (viii) a Guarantee ceases to be in full force and effect
(other than in accordance with the terms of the Indenture and such Guarantee)
or a Guarantor denies or disaffirms its obligations under its Guarantee.

Holders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount at Stated
Maturity of the Securities may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders notice of any continuing
Default (except a Default in payment of principal or interest) if it determines
that withholding notice is in the interest of the Holders. The Holders of a
majority in principal amount at Stated Maturity of the outstanding Securities,
by written notice to the Company and the Trustee, may rescind any declaration
of acceleration and its consequences if the rescission would not conflict with
any judgment or decree, and if all Events of Default have been cured or waived
except nonpayment of principal and interest that has become due solely because
of the acceleration.

16. Trustee Dealings with the Company

Subject to certain limitations imposed by the Trust Indenture Act, the
Trustee under the Indenture, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise deal with and
collect obligations owed to it by the Company or its Affiliates and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee.

17. No Recourse Against Others

No director, officer, employee, incorporator or stockholder of the
Company, the Subsidiaries or the Unrestricted Subsidiaries, as such, shall have
any liability for any obligations of the Company under the Securities, the
Guarantees or this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each holder of Securities by
accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Securities. Such
waiver may not be effective to waive liabilities under the federal securities
laws and it is the view of the Commission that such a waiver is against public
policy.

18. Governing Law

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

19. Abbreviations

A-9
<PAGE> 87
Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

20. CUSIP Numbers

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

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

A-10
<PAGE> 88
SECURITY GUARANTEE

Subject to the limitations set forth in the Indenture, the Guarantors
(as defined in the Indenture referred to in this Security and each hereinafter
referred to as a "Guarantor,"which term includes any successor or additional
Guarantor under the Indenture) have jointly and severally, irrevocably and
unconditionally guaranteed (a) the due and punctual payment of the principal
(and premium, if any) of and interest on the Securities, whether at Stated
Maturity, by acceleration, call for redemption, upon a Change of Control Offer,
Asset Sale Offer, purchase or otherwise, (b) the due and punctual payment of
interest on the overdue principal of and interest on the Securities, if any, to
the extent lawful, (c) the due and punctual performance of all other
Obligations of the Company and the Guarantors to the Holders under the
Indenture and the Securities and (d) in case of any extension of time of
payment or renewal of any Securities or any of such other Obligations, the same
will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at Stated Maturity, by acceleration,
call for redemption, upon a Change of Control Offer, Asset Sale Offer, purchase
or otherwise. Capitalized terms used herein shall have the same meanings
assigned to them in the Indenture unless otherwise indicated.

Payment on each Security is guaranteed jointly and severally, by the
Guarantors pursuant to Article 11 of the Indenture and reference is made to
such Indenture for the precise terms of the Guarantees.

The Obligations of each Guarantor are limited to the lesser of (a) an
amount equal to such Guarantor's Adjusted Net Assets as of the date of the
Guarantee and (b) the maximum amount as well, after giving effect to such
maximum amount and all other contingent and fixed liabilities of such
Guarantor, and after giving effect to any collections from or payments made by
or on behalf of any other Guarantor in respect of the Obligations of such other
Guarantor under its Guarantee or pursuant to its contribution Obligations under
the Indenture, result in the Obligations of such Guarantor under the Guarantee
not constituting a fraudulent conveyance or fraudulent conveyance or fraudulent
transfer under federal or state law or not otherwise being void, voidable or
unenforceable under any similar other bankruptcy, receivership, insolvency,
liquidation or other similar legislation or legal principles under applicable
foreign law. Each Guarantor that makes a payment or distribution under a
Guarantee shall be entitled to a contribution from each other Company in a pro
rata amount based on the Adjusted Net Assets of each Guarantor.

Certain of the Guarantors may be released from their Guarantors upon
the terms and subject to the conditions provided in the Indenture.

A-11
<PAGE> 89
The Guarantee shall be binding upon each Guarantor and its successors
and assigns and shall inure to the benefit of the Trustee and the Holders and,
in the event of any transfer or assignment of rights by any Holder or the
Trustee, the rights, the rights and privileges herein conferred upon that party
shall automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions hereof and in the Indenture.

BAYARD DRILLING, L.L.C.

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

BAYARD DRILLING, L.P.

By: BAYARD DRILLING, L.L.C., its
general partner

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

BONRAY DRILLING CORPORATION

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

TREND DRILLING CO.

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

A-12
<PAGE> 90
ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

- --------------------------------------------------------------------------------
(Insert assignee's social security or tax I.D. No.)

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

Dated: Your Signature:
---------------- -----------------------------------
Sign exactly as your name appears
on the other side of this Security.

Signature Guarantee:

- --------------------------------------
Signature must be guaranteed

Notice: Signature(s) must be guaranteed by an institution which is a
participant in the Securities Transfer Agent Medallion Program
("STAMP") or similar program.

A-13
<PAGE> 91
OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company
pursuant to Section 4.07 or Section 4.09 of the Indenture, check the
appropriate box:

Section 4.07 [ ]

Section 4.09 [ ]

If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.07 or Section 4.09 of the Indenture, state
the amount in principal amount (must be an integral of $1,000):
$
----------------

Dated: Your Signature:
---------------- -----------------------------------
Sign exactly as your name appears
on the other side of this Security.

Signature Guarantee:

- --------------------------------------
Signature must be guaranteed

Notice: Signature(s) must be guaranteed by an institution which is a
participant in the Securities Transfer Agent Medallion Program
("STAMP") or similar program.

A-14
<PAGE> 92
SCHEDULE A

SCHEDULE OF INCREASES OR DECREASES IN PRINCIPAL AMOUNT (4)

The initial principal amount at Maturity of this Global Security shall
be $100,000,000. The following increases or decreases in this Global Security
have been made:

<TABLE>
<CAPTION>
Date of Global Security
Increase/ Amount of Decrease in Amount of Increase in Principal Amount Total Principal
Decrease Amount at Maturity Amount at Maturity Decrease/Increase Amount
- --------- --------------------- --------------------- ----------------- ---------------
<S> <C> <C> <C> <C>
- --------- --------------------- --------------------- ----------------- ---------------

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

- --------- --------------------- --------------------- ----------------- ---------------
</TABLE>

Signature of authorized signatory of following such Trustee or Securities
Custodian.

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

- ---------------------
(4) This should be included only if the Security is issued in global
form.

A-15
<PAGE> 93
EXHIBIT B-1

FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
FROM U.S. GLOBAL NOTE TO REG S GLOBAL NOTE
(Pursuant to Section 2.06(a)(i) of the Indenture)

U.S. Trust Company of Texas, N.A.
2001 Ross Avenue, Suite 2700
Dallas, Texas 75201-2936
Attention: Corporate Trust Department

Re: 11% Senior Notes due 2005, Series A of Bayard Drilling Technologies, Inc.

Reference is hereby made to the Indenture, dated as of June
26, 1998 (the "Indenture"), between Bayard Drilling Technologies, Inc. (the
"Company"), the Persons acting as guarantors and named therein (the
"Guarantors") and U.S. Trust Company of Texas, N. A., as trustee (the
"Trustee"). Capitalized terms used but not defined herein shall have the
meanings given them in the Indenture.

This letter relates to U.S.$___________ principal amount of
Securities which are evidenced by one or more U.S. Global Notes and held with
the Depositary in the name of _____________ (the "Transferor"). The Transferor
has requested a transfer of such beneficial interest in the Securities to a
Person who will take delivery thereof in the form of an equal principal amount
of Securities evidenced by one or more Reg S Global Notes, which amount,
immediately after such transfer, is to be held with the Depositary through
Euroclear or Cedel or both.

In connection with such request and in respect of such
Securities, the Transferor hereby certifies that such transfer has been
effected in compliance with the transfer restrictions applicable to the Global
Securities and pursuant to and in accordance with Rule 903 or Rule 904 of
Regulation S under the United States Securities Act of 1933, as amended (the
"Securities Act"), and accordingly the Transferor hereby further certifies
that:

(1) The offer of the Securities was not made to a person
in the United States and, if the 40-day Distribution
Compliance Period has not yet expired and the
Transferor is a dealer (as defined in Section 2(12)
of the Securities Act), or a person receiving a
selling concession, fee or other remuneration in
respect of the Securities being sold (collectively,
"Dealers"), (i) neither the Transferor or any person
acting on its behalf knows that the transferee is a
U.S. person and (ii) if the Transferor or any person
acting on its behalf knows that the transferee is a
Dealer, the Transferor or person acting on its behalf
has sent a confirmation or other notice to the
transferee stating that the Securities may be offered
or sold during the 40-day Distribution Compliance
Period only in accordance with the provisions of
Regulation S, pursuant to registration under the
Securities Act or pursuant to an available exemption
from the registration requirements of the Securities
Act;

(2) either:

(a) at the time the buy order was originated, the
transferee was outside the United States or
the Transferor and any person acting on its
behalf reasonably believed and believes that
the transferee was outside the United States;
or

(b) the transaction was executed in, on or
through the facilities of a designated
offshore securities market and neither the
Transferor nor any person acting on its
behalf knows that the transaction was
prearranged with a buyer in the United
States;

(3) no directed selling efforts have been made in
contravention of the requirements of Rule 904(b) of
Regulation S;

B-1-1
<PAGE> 94
(4) the transaction is not part of a plan or scheme to
evade the registration provisions of the Securities
Act; and

(5) upon completion of the transaction, the beneficial
interest being transferred as described above is to
be held with the Depositary through Euroclear or
Cedel or both.

Upon giving effect to this request to exchange a beneficial
interest in a U.S. Global Note for a beneficial interest in a Reg S Global
Note, the resulting beneficial interest shall be subject to the restrictions on
transfer applicable to Reg S Global Notes pursuant to the Indenture and the
Securities Act and, if such transfer occurs prior to the end of the 40-day
Distribution Compliance Period associated with the initial offering of Series A
Notes, the additional restrictions applicable to transfers of interest in the
Reg S Global Note.

This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and Donaldson, Lufkin &
Jenrette Securities Corporation, Lehman Brothers Inc., BT Alex. Brown and Dain
Rauscher Wessels, a division of Dain Rauscher Incorporated (collectively, the
Initial Purchasers"), the Initial Purchasers of such Securities being
transferred. We acknowledge that you, the Company and the Initial Purchasers
will rely upon our confirmations, acknowledgments and agreements set forth
herein, and we agree to notify you promptly in writing if any of our
representations or warranties herein ceases to be accurate and complete. Terms
used in this certificate and not otherwise defined in the Indenture have the
meanings set forth in Regulation S under the Securities Act.

[Insert Name of Transferor]

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

Dated:
-----------------------------------
cc: Bayard Drilling Technologies, Inc.
Initial Purchasers

B-1-2
<PAGE> 95

EXHIBIT B-2

FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
FROM REG S GLOBAL NOTE TO U.S. GLOBAL NOTE
(Pursuant to Section 2.06(a)(ii) of the Indenture)

U.S. Trust Company of Texas, N.A.
2001 Ross Avenue, Suite 2700
Dallas, Texas 75201-2936
Attention: Corporate Trust Department

Re: 11% Senior Notes due 2005, Series A of Bayard Drilling Technologies, Inc.

This letter relates to $____________ principal amount of
Securities which are evidenced by one or more Reg S Global Notes and held with
the Depositary through Euroclear or Cedel in the name of _________________ (the
"Transferor"). The Transferor has requested a transfer of such beneficial
interest in the Securities to a Person who will take delivery thereof in the
form of an equal principal amount of Securities evidenced by one or more U.S.
Global Notes, to be held with the Depositary.

In connection with such request and in respect of such
Securities, the Transferor hereby certifies that:

[CHECK ONE]

[ ] such transfer is being effected pursuant to and in accordance with
Rule 144A under the United States Securities Act of 1933, as amended
(the "Securities Act") and, accordingly, the Transferor hereby further
certifies that the Securities are being transferred to a Person that
the Transferor reasonably believes is purchasing the Securities for
its own account, or for one or more accounts with respect to which
such Person exercises sole investment discretion, and such Person and
each such account is a "qualified institutional buyer" within the
meaning of Rule 144A in a transaction meeting the requirements of Rule
144A;

such transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act;

[ ] such transfer is being effected in an offshore transaction pursuant to
and in accordance with Rule 904 under the Securities Act;
or

[ ] such transfer is being effected pursuant to an effective registration
statement under the Securities Act;

B-2-1
<PAGE> 96

[ ] such transfer is being effected pursuant to an exemption from the
registration requirements of the Securities Act other than those
contemplated above, and the Transferor hereby further certifies that
the Securities are being transferred in compliance with the transfer
restrictions applicable to the Global Securities and in accordance
with the requirements of the exemption claimed, which certification is
supported by an Opinion of Counsel, provided by the transferor or the
transferee (a copy of which the Transferor has attached to this
certification) in form reasonably acceptable to the Company and to the
Registrar, to the effect that such transfer is in compliance with the
Securities Act;

and such Securities are being transferred in compliance with any applicable
blue sky or securities laws of any state of the United States or any other
applicable jurisdiction.

Upon giving effect to this request to exchange a beneficial
interest in Reg S Global Notes for a beneficial interest in U.S. Global Notes,
the resulting beneficial interest shall be subject to the restrictions on
transfer applicable to U.S. Global Notes pursuant to the Indenture and the
Securities Act.

B-2-2
<PAGE> 97

This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and Donaldson, Lufkin &
Jenrette Securities Corporations, Lehman Brothers Inc., BT Alex. Brown and Dain
Rauscher Wessels, a division of Dain Rauscher Incorporated (collectively, the
"Initial Purchasers"), the Initial Purchasers of such Securities being
transferred. We acknowledge that you, the Company and the Initial Purchasers
will rely upon our confirmations, acknowledgments and agreements set forth
herein, and we agree to notify you promptly in writing if any of our
representations or warranties herein ceases to be accurate and complete. Terms
used in this certificate and not otherwise defined in the Indenture have the
meanings set forth in Regulation S under the Securities Act.

[Insert Name of Transferor]

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

Dated:
-----------------------------------
cc: Bayard Drilling Technologies, Inc.
Initial Purchasers

B-2-3
<PAGE> 98

EXHIBIT B-3

FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
OF CERTIFICATED SECURITIES
(Pursuant to Section 2.06(b) of the Indenture)

U.S. Trust Company of Texas, N.A.
2001 Ross Avenue, Suite 2700
Dallas, Texas 75201-2936
Attention: Corporate Trust Department

Re: 11% Senior Notes due 2005, Series A of Bayard Drilling Technologies, Inc.

This relates to $_________ principal amount of Securities
which are evidenced by one or more Certificated Securities in the name of
______________ (the "Transferor"). The Transferor has requested an exchange or
transfer of such Certificated Security(ies) in the form of an equal principal
amount of Securities evidenced by one or more Certificated Securities, to be
delivered to the Transferor or, in the case of a transfer of such Securities,
to such Person as the Transferor instructs the Trustee.

In connection with such request and in respect of the
Securities surrendered to the Trustee herewith for exchange (the "Surrendered
Securities"), the Holder of such Surrendered Securities hereby certifies that:

[CHECK ONE]

[ ] the Surrendered Securities are being acquired for the Transferor's own
account, without transfer;

[ ] the Surrendered Securities are being transferred to the Company;

[ ] the Surrendered Securities are being transferred pursuant to and in
accordance with Rule 144A under the United States Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, the
Transferor hereby further certifies that the Surrendered Securities
are being transferred to a Person that the Transferor reasonably
believes is purchasing the Surrendered Securities for its own account,
or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such
account is a "qualified institutional buyer" within the meaning of
Rule 144A, in each case in a transaction meeting the requirements of
Rule 144A;

[ ] the Surrendered Securities are being transferred in a transaction
permitted by Rule 144 under the Securities Act;

B-3-1
<PAGE> 99

[ ] the Surrendered Securities are being transferred in an offshore
transaction pursuant to and in accordance with Rule 904 under the
Securities Act;

[ ] the Surrendered Securities are being transferred pursuant to an
effective registration statement under the Securities Act;

[ ] such transfer is being effected pursuant to an exemption from the
registration requirements of the Securities Act other than those
contemplated above, and the Transferor hereby further certifies that
the Securities are being transferred in compliance with the transfer
restrictions applicable to the Global Notes and in accordance with the
requirements of the exemption claimed, which certification is
supported by an Opinion of Counsel, provided by the transferor or the
transferee (a copy of which the Transferor has attached to this
certification) in form reasonably acceptable to the Company and to the
Registrar, to the effect that such transfer is in compliance with the
Securities Act;

and the Surrendered Securities are being transferred in compliance with any
applicable blue sky or securities laws of any state of the United States or any
other applicable jurisdiction.

This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and Donaldson, Lufkin &
Jenrette Securities Corporation, Lehman Brothers Inc., BT Alex. Brown and Dain
Rauscher Wessels, a division of Dain Rauscher Incorporated (collectively, the
"Initial Purchasers"), the Initial Purchasers of such Securities being
transferred. We acknowledge that you, the Company and the Initial Purchasers
will rely upon our confirmations, acknowledgments and agreements set forth
herein, and we agree to notify you promptly in writing if any of our
representations or warranties herein ceases to be accurate and complete. Terms
used in this certificate and not otherwise defined in the Indenture have the
meanings set forth in Regulation S under the Securities Act.

[Insert Name of Transferor]

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

Dated:
-----------------------------------
cc: Bayard Drilling Technologies, Inc.
Initial Purchasers

B-3-2
<PAGE> 100

EXHIBIT B-4

FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
FROM U.S. GLOBAL NOTE OR REG S
PERMANENT GLOBAL SECURITY
TO CERTIFICATED SECURITY
(Pursuant to Section 2.06(c) of the Indenture)

U.S. Trust Company of Texas, N.A.
2001 Ross Avenue, Suite 2700
Dallas, Texas 75201-2936
Attention: Corporate Trust Department

Re: 11% Senior Notes due 2005, Series A of Bayard Drilling Technologies, Inc.

This letter relates to $_____________ principal amount of
Securities which are evidenced by a beneficial interest in one or more U.S.
Global Notes or Reg S Global Notes in the name of __________________ (the
"Transferor"). The Transferor has requested an exchange or transfer of such
beneficial interest in the form of an equal principal amount of Securities
evidenced by one or more Certificated Securities, to be delivered to the
Transferor or, in the case of a transfer of such Securities, to such Person as
the Transferor instructs the Trustee.

In connection with such request and in respect of the
Securities surrendered to the Trustee herewith for exchange (the "Surrendered
Securities"), the Holder of such surrendered Securities hereby certifies that:

[CHECK ONE]

[ ] the Surrendered Securities are being transferred to the beneficial
owner of such Securities;

[ ] the Surrendered Securities are being transferred in a transaction
permitted by Rule 144 under the Securities Act;

B-4-1
<PAGE> 101

[ ] such transfer is being effected in an offshore transaction pursuant to
and in accordance with Rule 904 under the Securities Act;

[ ] the Surrendered Securities are being transferred pursuant to an
effective registration statement under the Securities Act;

[ ] the Surrendered Securities are being transferred pursuant to an
exemption from the registration requirements of the Securities Act
other than those contemplated above, and the Transferor hereby further
certifies that the Securities are being transferred in compliance with
the transfer restrictions applicable to the Global Securities and in
accordance with the requirements of the exemption claimed, which
certification is supported by an Opinion of Counsel, provided by the
transferor or the transferee (a copy of which the Transferor has
attached to this certification) in form reasonably acceptable to the
Company and to the Registrar, to the effect that such transfer is in
compliance with the Securities Act;

and the Surrendered Securities are being transferred in compliance with any
applicable blue sky securities laws of any state of the United States.

This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and Donaldson, Lufkin &
Jenrette Securities Corporation, Lehman Brothers Inc., BT Alex. Brown and Dain
Rauscher Wessels, a division of Dain Rauscher Incorporated (collectively, the
"Initial Purchasers"), the Initial Purchasers of such Securities being
transferred. We acknowledge that you, the Company and the Initial Purchasers
will rely upon our confirmations, acknowledgments and agreements set forth
herein, and we agree to notify you promptly in writing if any of our
representations or warranties herein ceases to be accurate and complete. Terms
used in this certificate and not otherwise defined in the Indenture have the
meanings set forth in Regulation S under the Securities Act.

[Insert Name of Transferor]

By:
Name:
Title:

Dated:
-----------------------------------
cc: Bayard Drilling Technologies, Inc.
Initial Purchasers

B-4-2
<PAGE> 102

EXHIBIT B-5

[FORM OF FACE OF CERTIFICATED SECURITY]

BAYARD DRILLING TECHNOLOGIES, INC.

No._________ 11% SENIOR NOTE DUE 2005
CUSIP No.__________

BAYARD DRILLING TECHNOLOGIES, INC., a Delaware corporation, hereby
promises to pay to _________________, or registered assigns, the principal sum
of _______________ on June 30, 2005.

Interest Payment Dates: June 30 and December 31, commencing December
31, 1998.
Record Dates: June 15 and December 15.

IN WITNESS WHEREOF, BAYARD DRILLING TECHNOLOGIES, INC. has caused
this instrument to be duly executed under its corporate seal.

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

BAYARD DRILLING TECHNOLOGIES, INC.

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

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

U. S. TRUST COMPANY OF TEXAS, N.A.
as Trustee, certifies that this is
one of the Securities referred to
in the Indenture.

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

B-5-1
<PAGE> 103

[FORM OF REVERSE SIDE OF SECURITY]

11% Senior Note Due 2005

1. Interest

2. Method of Payment

3. Paying Agent and Registrar

4. Indenture

B-5-2
<PAGE> 104

5. Optional Redemption

<TABLE>
<CAPTION>
Redemption
Year Price
---- ----------
<S> <C>
2003 105.5000%
2004 and thereafter 100.0000%
</TABLE>

6. Notice of Redemption

7. Change of Control

B-5-3
<PAGE> 105

to 101% of the principal amount thereof on any Change of Control Payment Date,
plus accrued and unpaid interest, if any, to the Change of Control Payment
Date.

8. Repurchase at the Option of Holders upon Asset Sale.

9. The Global Security.

B-5-4
<PAGE> 106

10. Transfer and Exchange.

Transfers of this Global Security shall be limited to transfers in
whole, and not in part, to the Depositary, its successors and their respective
nominees. Interests of beneficial owners in this Global Security may be
transferred in accordance with the rules and procedures of the Depositary (or
its successors).

11. Persons Deemed Owners

The registered Holder of this Security may be treated as the owner of
it for all purposes.

12. Unclaimed Money

13. Discharge and Defeasance

B-5-5
<PAGE> 107

with the Trustee money or U.S. Government Obligations for the payment of
principal, premium and interest on the Securities to redemption or maturity, as
the case may be.

14. Amendment, Waiver

15. Defaults and Remedies

B-5-6
<PAGE> 108

16. Trustee Dealings with the Company

17. No Recourse Against Others

18. Governing Law

19. Abbreviations

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

20. CUSIP Numbers

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

B-5-7
<PAGE> 109

SECURITY GUARANTEE

The obligations of each Guarantor are limited to the lesser of (a) an
amount equal to such Guarantor's Adjusted Net Assets as of the date of the
Guarantee and (b) the maximum amount as well, after giving effect to such
maximum amount and all other contingent and fixed liabilities of such
Guarantor, and after giving effect to any collections from or payments made by
or on behalf of any other Guarantor in respect of the Obligations of such other
Guarantor under its Guarantee or pursuant to its contribution Obligations under
the Indenture, result in the Obligations of such Guarantor under the Guarantee
not constituting a fraudulent conveyance or fraudulent conveyance or fraudulent
transfer under federal or state law or not otherwise being void, voidable or
unenforceable under any similar other bankruptcy, receivership, insolvency,
liquidation or other similar legislation or legal principles under applicable
foreign law. Each Guarantor that makes a payment or distribution under a
Guarantee shall be entitled to a contribution from each other Company in a pro
rata amount based on the Adjusted Net Assets of each Guarantor.

Certain of the Guarantors may be released from their Guarantors upon
the terms and subject to the conditions provided in the Indenture.

B-5-8
<PAGE> 110

The Guarantee shall be binding upon each Guarantor and its successors
and assigns and shall inure to the benefit of the Trustee and the Holders and,
in the event of any transfer or assignment of rights by any Holder or the
Trustee, the rights, the rights and privileges herein conferred upon that party
shall automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions hereof and in the Indenture.

BAYARD DRILLING, L.L.C.

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

BAYARD DRILLING, L.P.

By: BAYARD DRILLING, L.L.C., its
general partner

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

BONRAY DRILLING CORPORATION

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

TREND DRILLING CO.

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

B-5-9
<PAGE> 111

ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

- --------------------------------------------------------------------------------
(Insert assignee's social security or tax I.D. No.)

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

Dated: Your Signature:
---------------- -----------------------------------
Sign exactly as your name appears
on the other side of this Security.

Signature Guarantee:

- --------------------------------------
Signature must be guaranteed

Notice: Signature(s) must be guaranteed by an institution which is a
participant in the Securities Transfer Agent Medallion Program
("STAMP") or similar program.

B-5-10
<PAGE> 112

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company
pursuant to Section 4.07 or Section 4.09 of the Indenture, check the
appropriate box:

Section 4.07 [ ]

Section 4.09 [ ]

Dated: Your Signature:
---------------- -----------------------------------
Sign exactly as your name appears
on the other side of this Security.
the other

Signature Guarantee:
--------------------------------------
(Signature must be guaranteed)

Notice: Signature(s) must be guaranteed by an institution which is a
participant in the Securities Transfer Agent Medallion Program
("STAMP") or similar program.

B-5-
<PAGE> 113

EXHIBIT C
FORM OF SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
_______________, among [GUARANTOR] (the "New Guarantor"), a subsidiary of
Bayard Drilling Technologies, Inc. (or its successor), a Delaware corporation
(the "Company"), BAYARD DRILLING TECHNOLOGIES, INC., the Guarantors (the
"Existing Guarantors") under the Indenture referred to below, and U.S. TRUST
COMPANY OF TEXAS, N.A., as trustee under the Indenture referred to below (the
"Trustee").

W I T N E S S E T H :

WHEREAS the Company has heretofore executed and delivered to the
Trustee an Indenture (as such may be amended from time to time, the
"Indenture"), dated as of June 26, 1998, providing for the issuance of an
aggregate principal amount of $100,000,000 of 11% Senior Notes due 2005 (the
"Securities");

WHEREAS Section 11.07 of the Indenture provides that the Company is
required to cause the New Guarantor to execute and deliver to the Trustee a
supplemental indenture pursuant to which the New Guarantor shall jointly and
severally and unconditionally and irrevocably guarantee all of the Company's
Obligations under the Securities and the Indenture pursuant to a Guarantee
contained in the Indenture on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 10.01 of the Indenture, the Trustee, the
Company and Existing Guarantors are authorized to execute and deliver this
Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
New Guarantor, the Company, the Existing Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the holders of the
Securities as follows:

1. Definitions. (a) Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

(b) For all purposes of this Supplemental Indenture, except as
otherwise herein expressly provided or unless the context otherwise requires:
(i) the terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture; and (ii) the words
"herein,""hereof" and "hereby" and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.

2. Agreement to Guarantee. The New Guarantor hereby agrees,
jointly and severally and unconditionally and irrevocably, with all other
Guarantors, to guarantee the Company's Obligations under the Securities and the
Indenture on the terms and subject to the conditions set forth in Article 11 of
the Indenture and to be bound by all other applicable provisions of the
Indenture. From and after the date hereof, the New Guarantor shall be a
Guarantor for all purposes under the Indenture and the Securities.

3. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every Holder of
Securities heretofore or hereafter authenticated and delivered shall be bound
hereby.

C-1
<PAGE> 114

4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

5. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental
Indenture.

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

7. Effect of Headings. The Section headings herein are for
convenience only and shall not effect the construction thereof.

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

[NEW GUARANTOR]

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

BAYARD DRILLING TECHNOLOGIES, INC.

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

[ALL EXISTING GUARANTORS]

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

U. S. TRUST COMPANY OF TEXAS, N.A.
as Trustee

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

C-2

<PAGE> 1
EXHIBIT 99.2

[EXECUTION COPY]

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

BAYARD DRILLING TECHNOLOGIES, INC.

AND

GUARANTORS

$100,000,000
11% Senior Notes due 2005

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

FIRST SUPPLEMENTAL INDENTURE

Dated as of April 7, 1999

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

U.S. TRUST COMPANY OF TEXAS, N.A.

Trustee

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

<PAGE> 2

FIRST SUPPLEMENT INDENTURE, dated as of April 7, 1999, among Bayard Drilling
Technologies, Inc., a Delaware corporation (the "Company"), certain of the
Company's subsidiaries signatory hereto (each, a "Guarantor", collectively, the
"Guarantors") and U.S. Trust Company of Texas, N.A., as trustee (the
"Trustee").

W I T N E S S E T H:

WHEREAS, the Company, the Guarantors and the Trustee are parties to that
certain Indenture, dated as of June 26, 1998 (the "Original Indenture"),
pursuant to which the Company issued $100,000,000 in aggregate principle amount
of its 11% Senior Subordinated Notes due 2005, Series B (the "Securities");

WHEREAS, the Company intends to consummate a transaction involving the
merger (the "Merger") of Nabors Acquisition Corp. VII, a Delaware corporation
("Merger Sub"), with and into the Company pursuant to that certain Agreement
and Plan of Merger, dated as of October 19, 1998, as amended on January 15,
1999 and February 12, 1999 (as so amended, the "Merger Agreement"), by and
among Nabors Industries, Inc., a Delaware corporation, Merger Sub and the
Company;

WHEREAS, in accordance with the provisions of the Original Indenture,
holders of more than a majority in aggregate principal amount of the Notes
outstanding have provided their written consents (the "Consents") to certain
amendments to the provisions of the Original Indenture (the "Amendments"),
which are described in the Consent and Modification Letter first distributed to
certain beneficial owners of the Notes on March 30, 1999; and

WHEREAS, the Company and the Trustee, in accordance with Article 10 of the
Original Indenture and pursuant to appropriate resolutions of the Board of
Directors of the Company, have duly determined to make and execute this First
Supplemental Indenture in order to give effect to the Amendments;

NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follow:

ARTICLE ONE

AMENDMENTS TO THE ORIGINAL INDENTURE

Section 1.1 Effective as of the date hereof (the "Effective
Date"), the Original Indenture is amended as follows:

<PAGE> 3
(a) Section 5.01 is amended to add a new Section 5.10(c)
to read in its entirety as follows:

"(c) Sections 5.01 and 5.02 hereof shall not apply
to the merger of Nabors Acquisition Corp. VII, a Delaware
corporation ("Merger Sub"), with and into the Company pursuant
to that certain Agreement and Plan of Merger, dated as of
October 19, 1998, as amended on January 15, 1999 and February
12, 1999, by and among Nabors Industries, Inc., a Delaware
corporation, Merger Sub and the Company."

ARTICLE TWO

AMENDMENTS TO THE ORIGINAL INDENTURE

Securities authenticated and delivered for transfer or
exchange of outstanding Securities after the Effective Date, and all Securities
presented or delivered to the Trustee on or after such date for the purpose of
being stamped, shall be stamped (unless textually revised as hereinafter
provided) by the Trustee with a notation substantially in the form as follows:

"The Indenture dated as of August 26, 1998 referred
to in this Security has been amended by a First Supplemental
Indenture dated as of April 7, 1999, pursuant to which certain
provisions of the Indenture have been amended as set forth in
such First Supplemental Indenture. Copies of the First
Supplemental Indenture are on file with, and available on
request from, the Trustee and the Company."

Any securities hereafter authenticated or delivered may be
textually revised, making changes in phraseology and form (but not in substance)
as may be appropriate so as to conform, in the opinion of the Trustee and the
Company, to the modifications made by this First Supplemental Indenture.

ARTICLE THREE

MISCELLANEOUS

SECTION 3.1 DEFINITIONS. Capitalized terms used but not defined
in this First Supplemental Indenture shall have the respective meanings
assigned to them in the Original Indenture.

SECTION 3.2 CONFLICT WITH THE TRUST INDENTURE ACT. If any
provision of this First Supplemental Indenture modifies or excludes any
provision of the Trust Indenture Act that is required under such Act to be part
of and govern this First Supplemental Indenture, the latter provision of the
Trust Indenture Act shall control. If any provision hereof modifies or
excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter

-2-
<PAGE> 4

provision of the Trust Indenture Act shall be deemed to apply to this First
Supplemental Indenture, as so modified or excluded, as the case may be.

SECTION 3.3 SECURITIES DEEMED CONFORMED. As of the Effective
Date, the provisions of each Security then outstanding shall be deemed to be
conformed, without the necessity for any reissuance or exchange of such
Security or any other action on the part of the Holders, the Company, the
Guarantors or the Trustee, so as to reflect this First Supplemental Indenture.

SECTION 3.4 SUCCESSORS. All agreements of the Company, the
Guarantors and the Trustee in this First Supplemental Indenture and in the
Original Indenture shall bind their respective successors.

SECTION 3.5 BENEFITS OF SUPPLEMENTAL INDENTURE Nothing in this
First Supplemental Indenture, express or implied, shall give to any person,
other than the parties hereto and their successors hereunder and the Holders,
any benefit or any legal or equitable right, remedy or claim under this First
Supplemental Indenture or the Original Indenture.

SECTION 3.6 SEPARABILITY. In case any provision in this First
Supplemental Indenture, or in the Original Indenture, 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, it being
intended that all of the provisions hereof shall be enforceable to the full
extent permitted by law.

SECTION 3.7 TRUSTEE RESPONSIBILITY. The Trustee assumes no
duties, responsibilities or liabilities by reason of this First Supplemental
Indenture other than as set forth in the Original Indenture. The Trustee
assumes no responsibility for the correctness of the statements herein
contained, which shall be taken as statements of the Company and the
Guarantors. The First Supplemental Indenture is executed and accepted by the
Trustee subject to all of the terms and conditions of its acceptance of the
trust under the Original Indenture, as fully as if said terms and conditions
were herein set forth in full.

SECTION 3.8 HEADINGS. The Section headings of this First
Supplemental Indenture have been inserted for convenience of reference only,
are not to be considered a part of this First Supplemental Indenture and shall
not modify or restrict any of the terms or provisions hereof.

SECTION 3.9 MULTIPLE ORIGINALS. The parties may sign any number
of copies of this First Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed
copy is enough to prove this First Supplemental Indenture. This First
Supplemental Indenture may be executed in any number of counterparts, each of
which shall be deemed an original but all such counterparts shall together
constitute but one and the same instrument.

SECTION 3.10 GOVERNING LAW. THIS FIRST SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE

- 3 -
<PAGE> 5

PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

- 4 -
<PAGE> 6

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

COMPANY:
BAYARD DRILLING TECHNOLOGIES, INC.

By: /s/ David E. Grose
-------------------------------------------
David E. Grose
Vice President and Chief Financial Officer

GUARANTORS:
BAYARD DRILLING, L.L.C.

By: /s/ David E. Grose
-------------------------------------------
David E. Grose
Vice President and Chief Financial Officer

BAYARD DRILLING, L.P.

By: BAYARD DRILLING, L.L.C.,
its general partner

By: /s/ David E. Grose
-------------------------------------------
David E. Grose
Vice President and Chief Financial Officer

BONRAY DRILLING CORPORATION

By: /s/ David E. Grose
-------------------------------------------
David E. Grose
Vice President and Chief Financial Officer

TREND DRILLING CO.

By: /s/ David E. Grose
-------------------------------------------
David E. Grose
Vice President and Chief Financial Officer

- 5 -
<PAGE> 7

TRUSTEE:
U.S. TRUST COMPANY OF TEXAS, N.A.

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

- 6 -
<PAGE> 8

TREND DRILLING CO.

By:
-------------------------------------------
David E. Grose
Vice President and Chief Financial Officer

TRUSTEE:
U.S. TRUST COMPANY OF TEXAS, N.A.

By: /s/ Melissa Scott
-------------------------------------------
Melissa Scott
Vice President

- 7 -
<PAGE> 9

STATE OF OKLAHOMA )
) ss.:
COUNTY OF OKLAHOMA )

On the 6th day of April, 1999, before me personally came David E.
Grose, to me known, who, being by me duly sworn, did depose and say that he is
Vice President and Chief Financial Officer of Bayard Drilling Technologies,
Inc., one of the corporations described in and which executed the foregoing
instrument, and that he signed his name thereto by authority of the Board of
Directors of said corporation.

/s/ Signature Illegible
----------------------------------------
My Commission Expires: 6-21-99 Notary Public

STATE OF OKLAHOMA )
) ss.:
COUNTY OF OKLAHOMA )

On the 6th day of April, 1999, before me personally came David E.
Grose, to me known, who, being by me duly sworn, did depose and say that he is
Vice President and Chief Financial Officer of Bayard Drilling, L.L.C., one of
the entities described in and which executed the foregoing instrument, and that
he signed his name thereto by authority of the ________________ of such entity.

/s/ Signature Illegible
----------------------------------------
My Commission Expires: 6-21-99 Notary Public

- 8 -
<PAGE> 10

STATE OF OKLAHOMA )
) ss.:
COUNTY OF OKLAHOMA )

On the 6th day of April, 1999, before me personally came David E.
Grose, to me known, who, being by me duly sworn, did depose and say that he is
Vice President and Chief Financial Officer of Bayard Drilling, L.L.C., the
general partner of Bayard Drilling, L.P., which is one of the entities
described in and which executed the foregoing instrument, and that he signed
his name thereto by authority of the ________________ of Bayard Drilling, L.L.C.

/s/ Signature Illegible
----------------------------------------
My Commission Expires: 6-21-99 Notary Public

STATE OF OKLAHOMA )
) ss.:
COUNTY OF OKLAHOMA )

On the 6th day of April, 1999, before me personally came David E.
Grose, to me known, who, being by me duly sworn, did depose and say that he is
Vice President and Chief Financial Officer of Bonray Drilling Corporation, one
of the corporations described in and which executed the foregoing instrument,
and that he signed his name thereto by authority of the Board of Directors of
said corporation.

/s/ Signature Illegible
----------------------------------------
My Commission Expires: 6-21-99 Notary Public

- 9 -
<PAGE> 11

STATE OF OKLAHOMA )
) ss.:
COUNTY OF OKLAHOMA )

On the 6th day of April, 1999, before me personally came David E.
Grose, to me known, who, being by me duly sworn, did depose and say that he is
Vice President and Chief Financial Officer of Trend Drilling Co., one of the
corporations described in and which executed the foregoing instrument, and that
he signed his name there by authority of the Board of Directors of said
corporation.

/s/ Signature Illegible
----------------------------------------
My Commission Expires: 6-21-99 Notary Public

STATE OF OKLAHOMA )
) ss.:
COUNTY OF OKLAHOMA )

On the ____ day of April, 1999, before me personally came
_________________, to me known, who, being by me duly sworn, did depose and say
that he is __________________ of U.S. Trust Company of Texas, N.A., one of the
entities described in and which executed the foregoing instrument, and that he
signed his name there by authority of the ______________ of such entity.

----------------------------------------
Notary Public

- 10 -
<PAGE> 12

STATE OF _______________ )
) ss.:
COUNTY OF ______________ )

On the ____ day of April, 1999, before me personally came David E.
Grose, to me known, who, being by me duly sworn, did depose and say that he is
Vice President and Chief Financial Officer of Trend Drilling Co., one of the
corporations described in and which executed the foregoing instrument, and that
he signed his name thereto by authority of the Board of Directors of said
corporation.

----------------------------------------
Notary Public

STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )

On the ____ day of April, 1999, before me personally came Melissa
Scott, to me known, who, being by me duly sworn, did depose and say that he is
Vice President of U.S. Trust Company of Texas, N.A., one of the entities
described in and which executed the foregoing instrument, and that she signed
her name thereto on behalf of such entity.

/s/ Carrie D. Oates
----------------------------------------
Notary Public

- 11 -