MESA OPERATING CO, S-3, 1994-03-11

MESA OPERATING CO
S-3, 1994-03-11

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 11, 1994
REGISTRATION STATEMENT NO. 033-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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MESA INC.
MESA OPERATING CO.
(Exact name of registrants as specified in their charters)

<TABLE>
<S> <C>
TEXAS 75-2394500
DELAWARE 75-2516853
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

2001 ROSS AVENUE, SUITE 2600 WILLIAM D. BALLEW
DALLAS, TEXAS 75201 301 SOUTH POLK
(214) 969-2200 AMARILLO, TEXAS 79101
(Address, including zip code, and (806) 378-1000
telephone number, including area code, of (Name, address, including zip code,
registrant's principal executive offices) and telephone number, including area
code, of agent for service)
</TABLE>

Copy to:

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STEPHEN A. MASSAD
BAKER & BOTTS, L.L.P.
ONE SHELL PLAZA, 910 LOUISIANA
HOUSTON, TEXAS 77002

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Debt Securities(3)................ (5) 100% (5) $103,448
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Common Stock, par value
$.01 per share(4)............... (2) (2) (2) N/A
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Total................... $300,000,000(5) 100% $300,000,000(5) $103,448
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</TABLE>

(1) Estimated pursuant to Rule 457(o) solely for the purpose of calculating the
amount of the registration fee.

(2) Not applicable pursuant to Form S-3 General Instruction II.D.

(3) Subject to note (5) below, there are being registered hereunder an
indeterminate principal amount of Debt Securities. If any Debt Securities
are being issued at an original issue discount, then the offering price
shall be in such greater principal amount as shall result in an aggregate
initial offering price not to exceed $300,000,000, less the dollar amount of
any securities previously issued hereunder.

(4) Subject to note (5) below, there are being registered hereunder an
indeterminate number of shares of Common Stock as shall be issuable upon
conversion or redemption of Debt Securities registered hereby.

(5) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this Registration Statement exceed
$300,000,000. Any securities registered hereunder may be sold separately or
as units with other securities registered hereunder.

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

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<PAGE> 2

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may
not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any State in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such State.

SUBJECT TO COMPLETION DATED MARCH , 1994

PROSPECTUS

$300,000,000

{MESA LOGO}

DEBT SECURITIES

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MESA Inc. (the "Company") and Mesa Operating Co. ("MOC" and, together with
the Company, the "Issuers") may offer from time to time unsecured debt
securities (the "Securities") consisting of debentures, notes or other evidences
of indebtedness in one or more series at an aggregate initial offering price not
to exceed $300,000,000. The Securities may be offered as separate series in
amounts, at prices and on terms to be determined at the time of sale. The
specific designation, any exchangeability, conversion, redemption, prepayment or
sinking fund provisions, aggregate principal amount, rate (or method of
calculation) and time of payment of interest, if any, authorized denominations,
maturity, ranking, any redemption terms, any listing on a securities exchange,
the initial public offering price and other specific terms in connection with
the offering and sale of the Securities in respect of which this Prospectus is
being delivered will be set forth in an applicable Prospectus Supplement.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

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

The Securities will be sold either through underwriters, dealers or agents,
or directly by the Issuers. The applicable Prospectus Supplement will set forth
the names of any underwriters or agents involved in the sale of the Securities
in respect of which this Prospectus is being delivered, the proposed amounts, if
any, to be purchased by underwriters and the compensation, if any, of such
underwriters or agents.

This Prospectus may not be used to consummate sales of the Securities
unless accompanied by a Prospectus Supplement.

THE DATE OF THIS PROSPECTUS IS , 1994.
<PAGE> 3

AVAILABLE INFORMATION

The Issuers have filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933 (the "Securities Act") with respect
to the Securities offered by this Prospectus. This Prospectus constitutes a part
of the Registration Statement and does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted from
this Prospectus as permitted by the rules and regulations of the Commission.
Statements made in this Prospectus regarding the contents of any contract,
agreement or other document are not necessarily complete. With respect to each
contract, agreement or other document filed with the Commission as an exhibit to
the Registration Statement, reference is made to the exhibit for further
information regarding the contents thereof, and each such statement is qualified
in its entirety by such reference. For further information regarding the Issuers
and the Securities offered hereby, reference is made to the Registration
Statement, including the exhibits and schedules thereto.

The Registration Statement, including the exhibits and schedules thereto,
are available for inspection at, and copies of such materials may be obtained at
prescribed rates from, the public reference facilities maintained by the
Commission at its principal offices located at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at its regional offices located at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
and Seven World Trade Center, 13th Floor, New York, New York 10048.

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance with the Exchange
Act files reports, proxy statements and other information with the Commission.
Such reports, proxy statements and other information can be inspected and copied
at the principal and regional offices of the Commission set forth above. Such
reports, proxy statements and other information concerning the Company can also
be inspected at the office of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005, the exchange on which the Company's Common Stock, the 12%
Subordinated Notes due August 1, 1996, issued by the Company, Mesa Operating Co.
("MOC") and Mesa Capital Corporation ("Capital") and the 13 1/2% Subordinated
Notes due May 1, 1999, issued by the Company, MOC and Capital, are listed.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Incorporated by reference in this Prospectus, and subject in each case to
information contained in this Prospectus, are the following documents filed by
the Company with the Commission pursuant to the Exchange Act: (1) the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1993; (2) the
Company's Current Reports on Form 8-K dated January 11, 1994 and January 12,
1994; and (3) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (File No. 1-10874), dated September
27, 1991.

Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part of this Prospectus from the date of filing
of such document. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statements as modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or oral
request of such person, a copy of any and all of the documents incorporated by
reference herein (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference in such documents). Such request should
be directed to Investor Relations, MESA Inc., 2001 Ross Avenue, Suite 2600,
Dallas, Texas 75201 (telephone (214) 969-2200).

2
<PAGE> 4

THE ISSUERS

The Company is a holding company and conducts its operations through its
subsidiaries. The Company's direct corporate subsidiaries are MOC and Mesa
Holding Co. ("MHC"), and its other significant subsidiaries, owned indirectly,
are Hugoton Capital Limited Partnership and Mesa Environmental Ventures Co.. The
Issuers maintain their principal executive offices at 2001 Ross Avenue, Suite
2600, Dallas, Texas 75201, where their telephone number is (214) 969-2200.
Unless the context otherwise requires, the Term "Mesa" means the Company and its
subsidiaries taken as a whole and includes the Company's predecessors.

Mesa is one of the largest independent oil and gas companies in the United
States and considers itself one of the most efficient operators of domestic
natural gas properties.

USE OF PROCEEDS

The Issuers intend to apply the net proceeds from the sale of the
Securities to retire outstanding indebtedness. The specific indebtedness to be
retired will be described in a Prospectus Supplement.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the consolidated ratio of earnings to fixed
charges and the fixed charges in excess of earnings for the Company for the
indicated periods.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------
1993 1992 1991 1990 1989
-------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C>
Fixed charges in excess of
earnings(a).................. $106,766 $93,086 $82,582 $208,925 $49,755
</TABLE>

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(a) For purposes of calculating the ratio of earnings to fixed charges,
earnings consist of net income (loss) after depreciation, depletion and
amortization, but before fixed charges, income taxes, minority interest and
the loss of an investment accounted for under the equity method. Fixed
charges consist of interest expense. Earnings were not adequate to cover
fixed charges in the indicated periods.

DESCRIPTION OF DEBT SECURITIES

The following description sets forth certain provisions of the Securities
to which any Prospectus Supplement may relate. The particular terms of the
Securities offered by any Prospectus Supplement and the extent, if any, to which
such general provisions may apply to the Securities so offered will be described
in the Prospectus Supplement relating to such Securities. The Securities
constitute either Senior Debt Securities or Subordinated Debt Securities. The
Senior Debt Securities are to be issued under a Senior Indenture dated as of
, 1994 (the "Senior Indenture") among the Issuers and
, as trustee, to be entered into prior to the issuance of any
Senior Debt Securities. The Subordinated Debt Securities are to be issued under
a Subordinated Indenture dated as of , 1994 (the "Subordinated
Indenture") among the Issuers and , as trustee, to be entered
into prior to the issuance of any Subordinated Debt Securities. Each of the
Senior Indenture and the Subordinated Indenture is referenced herein as an
"Indenture" and both of such indentures are referenced herein collectively as
the "Indentures." A form of each of the Indentures is filed as an exhibit to the
Registration Statement.

The terms of the Securities include those stated in the applicable
Indentures and those made part of such Indentures by reference to the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"). The Securities
are subject to all such terms, and prospective purchasers are referred to the
applicable Indentures and the Trust Indenture Act for a statement of those
terms. The following summaries of certain provisions of each of the Indentures
do not purport to be complete, and are subject to and are qualified in their
entirety by reference to all of the provisions of the respective Indenture,
including the definitions of certain terms used therein. Wherever particular
sections or defined terms of the Indentures are referenced, it is intended that

3
<PAGE> 5

therein. Wherever particular sections or defined terms of the Indentures are
referenced, it is intended that such sections or defined terms shall be
incorporated herein by reference in their entirety. Unless otherwise noted,
such references to particular sections or defined terms refer to such sections
or defined terms in each of the Indentures. Capitalized terms used but not
defined in this section captioned "Description of Securities" shall have
the respective meanings given to them in the Indentures. Further terms of the
Securities in respect of which this Prospectus is being delivered will be set
forth in the applicable Prospectus Supplement.

RANKING OF THE SECURITIES

The Senior Debt Securities will rank pari passu with all other debt of the
Issuers that is unsecured and unsubordinated. The Subordinated Debt Securities
will rank junior to all Senior Debt of the Issuers that may be outstanding from
time to time. The definition of the term "Senior Debt" will be set forth in a
Prospectus Supplement.

GENERAL PROVISIONS APPLICABLE TO BOTH OF THE INDENTURES

Securities consisting of unsecured debentures, notes and other evidences of
indebtedness may be issued from time to time in series under each of the
Indentures. (Section 2.01) The Indentures do not limit the aggregate principal
amount of Securities or of any particular series of Securities that may be
issued thereunder nor do they restrict transactions between the Issuers and
their Affiliates, the payment of dividends by the Issuers, or the transfer of
assets by the Issuers to any subsidiaries of the Company.

Reference is made to the applicable Prospectus Supplement for the following
terms and other information with respect to the Securities being offered hereby:
(i) the title of such Securities; (ii) any limit on the aggregate principal
amount of such Securities; (iii) the date or dates (or manner of determining the
same) on which such Securities will mature; (iv) the rate or rates (or manner of
determining the same) at which such Securities will bear interest, if any, and
the date or dates from which such interest will accrue; (v) the dates (or manner
of determining the same) on which such interest will be payable and the Regular
Record Dates for such Interest Payment Dates; (vi) the place or places where the
principal of and premium, if any, and interest, if any, on such Securities will
be payable; (vii) the obligation of the Issuers, if any, to redeem or purchase
Securities pursuant to any mandatory or optional sinking fund or analogous
provisions; (viii) the date, if any, after which, and the price or prices at
which, such Securities are payable pursuant to any optional or mandatory
redemption provisions; (ix) the denominations in which such Securities will be
issuable, if other than denominations of $1,000 and any integral multiple
thereof; (x) whether such Securities are to be issued as discounted Securities;
(xi) any "Events of Default" with respect to such Securities in addition to
those described herein; (xii) whether such Securities are to be issued, in whole
or in part, in the form of one or more global securities ("Global Securities")
and, if so, the identity of the depositary, if any, for such Global Securities;
(xiii) the identity of any trustee, authenticating agent, paying agent or
registrar with respect to such Securities, if other than the Trustee under such
Indenture; (xiv) the period or periods within which, the price or prices at
which, and the terms and conditions upon which Securities of such series may be
converted into other securities of an Issuer; and (xv) any other specific terms
of such Securities.

Pursuant to each Indenture, and unless otherwise indicated in the
applicable Prospectus Supplement, principal of and premium, if any, and
interest, if any, on the Securities issued pursuant to such Indenture will be
payable, and the transfer of such Securities will be registrable, at the office
or agency of the Trustee under such Indenture in New York City, except that, at
the option of the Issuers, interest may be paid by mailing a check on or before
the due date to the person entitled thereto as it appears on the Security
Register for such Securities. (Section 2.03) No service charge will be made to
any Holder for any transfer or exchange of Securities, except that the Issuers
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto. (Section 2.06)

Some or all of the Securities may be issued as discounted Securities
(bearing no interest or bearing interest at a rate that at the time of issuance
is below market rates) to be sold at a substantial discount below their stated
principal amount. (Section 2.01) Federal income tax consequences and other
special considerations applicable to any such discounted Securities will be
described in the applicable Prospectus Supplement.

4
<PAGE> 6

Unless otherwise stated in the applicable Prospectus Supplement, there are
no covenants or provisions contained in the Indentures that may afford Holders
of Securities protection in the event of a change of control of the Company or a
restructuring or other highly leveraged transactions involving the Issuers.

Global Securities

The Securities of a series may be issued, in whole or in part, in the form
of one or more Global Securities that will be deposited with or on behalf of a
depositary (a "Depositary") identified in the Prospectus Supplement relating to
such series. (Sections 1.01 and 2.01)

Book-Entry Securities

Unless otherwise indicated in the applicable Prospectus Supplement,
Securities that are to be represented by a Global Security to be deposited with
or on behalf of a Depositary will be represented by a Global Security registered
in the name of such Depositary or its nominee. Upon the issuance of a Global
Security in registered form, the Depositary for such Global Security will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the Securities represented by such Global Security to the
accounts of institutions that have accounts with such Depositary or its nominee
("participants"). The accounts to be credited shall be designated by the
underwriters or agents of such Securities or by the Issuers, if such Securities
are offered and sold directly by the Issuers. Ownership of beneficial interests
in such Global Securities will be limited to participants or persons that may
hold interests through participants. Ownership of beneficial interests by
participants in such Global Securities will be shown on, and the transfer of
such ownership interests will be effected only through, records maintained by
the Depositary or its nominee for such Global Security. Ownership of beneficial
interests in Global Securities by persons that hold through participants will be
shown on, and the transfer of such ownership interests within such participant
will be effected only through, records maintained by such participant. The laws
of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such laws may impair
the ability to transfer beneficial interests in a Global Security.

So long as the Depositary for a Global Security in registered form, or its
nominee, is the registered owner of such Global Security, such Depositary or
such nominee, as the case may be, will be considered the sole owner or holder of
the Securities represented by such Global Security for all purposes under the
Indenture governing such Securities. Except as set forth below, owners of
beneficial interests in such Global Securities will not be entitled to have
Securities of the series represented by such Global Security registered in their
names, will not receive or be entitled to receive physical delivery of
Securities of such series in definitive form and will not be considered the
owners or holders thereof under the applicable Indenture.

Payment of principal of and premium, if any, and interest, if any, on
Securities registered in the name of or held by a Depositary or its nominee will
be made to the Depositary or its nominee, as the case may be, as the registered
owner or holder of the Global Security representing such Securities. None of the
Issuers or the Trustee, the Paying Agent or the Registrar for such Securities
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in a Global
Security for such Securities or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

The Issuers expect that the Depositary for Securities of a particular
series, upon receipt of any payment of principal of and premium, if any, and
interest, if any, on a Global Security, will immediately credit participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Security as shown on the
records of such Depositary. The Issuers also expect that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such participants. However, the Issuers have no control over
the practices of the Depositary or the participants and there can be no
assurance that these practices will not be changed.

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<PAGE> 7

A Global Security may not be transferred except as a whole by the
Depositary for such Global Security to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor of such
Depositary or a nominee of such successor. If a Depositary for Securities of a
particular series is at any time unwilling or unable to continue as Depositary
and a successor Depositary is not appointed by the Issuers within 90 days, the
Issuers will issue Securities in definitive registered form in exchange for the
Global Security or Securities representing such Securities. In addition, the
Issuers may at any time and in their sole discretion determine not to have any
Securities represented by one or more Global Securities and, in such event, will
issue Securities in definitive form in exchange for the Global Securities
representing such Securities. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to physical delivery in
definitive form of Securities of the series represented by such Global Security
equal in principal amount to such beneficial interest and to have such
Securities registered in its name. (Section 2.10)

Restrictions on Mergers, Consolidations and Transfers of Assets

Each of the Indentures provides that each of the Issuers thereunder will
not consolidate or merge into or sell, assign, transfer or lease all or
substantially all of its assets to another person unless (i) the person is a
corporation organized under the laws of the United States of America or any
state thereof, (ii) the person assumes by supplemental indenture all the
obligations of such Issuer relating to such Indenture and the Securities issued
thereunder and (iii) immediately after the transaction no Default exists. Upon
any such consolidation, merger, sale, assignment or transfer, the successor
corporation will be substituted for such Issuer under such Indenture and such
Issuer may thereafter liquidate and dissolve. The successor corporation may then
exercise every power and right of such Issuer under such Indenture, and such
Issuer will be released from all of its liabilities and obligations in respect
of such Securities and such Indenture. Each Indenture also provides that in the
event an Issuer leases all or substantially all of its assets, the lessee
corporation will be the successor to such Issuer and may exercise every power
and right of such Issuer under such Indenture, but such Issuer will not be
released from its obligations to pay the principal of and premium, if any, and
interest, if any, on the Securities issued under such Indenture. (Section 5.01)

Amendments of the Indentures

Amendments of each of the Indentures or the Securities of any series issued
thereunder may be made by the Issuers and the Trustee thereunder without the
consent of the Holders of such Securities (i) to cure any ambiguity, defect or
inconsistency or to make such provisions with respect to matters or questions
arising under such Indenture as may be necessary or desirable and not
inconsistent with such Indenture or with any indenture supplemental thereto or
any Board Resolution establishing any series of such Securities, provided that
such amendment does not adversely affect the rights of the Holders thereof, (ii)
to comply with the merger or sale of assets provision in such Indenture, (iii)
to add additional covenants to such Indenture, (iv) to establish the form or
terms of Securities of any additional series to be issued thereunder, (v) to
provide for the acceptance of appointment of a successor Trustee under such
Indenture or (vi) to provide for the exchange of Global Securities for
Securities issued in definitive form and to make all appropriate changes for
such purpose. (Section 9.01)

Each of the Indentures provides that amendments of such Indenture affecting
the Securities of any series issued under such Indenture or amendments of the
Securities of such series issued under such Indenture may be made by the Issuers
and the Trustee under such Indenture with the consent of the Holders of a
majority in aggregate principal amount of the Securities of such series;
provided that, without the consent of each Holder affected, no such amendment
shall be made that will (i) reduce the percentage in principal amount of the
Securities issued under such Indenture whose Holders must consent to an
amendment, (ii) reduce the rate of or change the time for payment of interest on
any Security issued under such Indenture, (iii) reduce the principal of, change
the Stated Maturity of, reduce the amount payable on redemption of or alter the
requirements with respect to the mandatory redemption, if any, of any Security
issued under such Indenture, (iv) make any such Security payable in money other
than that stated in such Security, (v) make any change in the provisions of such
Indenture with respect to waiver of existing Defaults, rights of Holders to
receive

6
<PAGE> 8

payment and to bring suit for the enforcement of such rights, or the requirement
of obtaining the written consent of each affected Holder to certain amendments
of such Indenture or any Security issued thereunder or (vi) in the case of the
Subordinated Indenture, modify the subordination provisions thereof in a manner
adverse to the Holders. (Section 9.02)

Events of Default

Each of the Indentures defines an "Event of Default" with respect to any
series of Securities issued under such Indenture to include: (i) failure for 30
days to pay any interest when due on any Security of such series, (ii) failure
to pay the principal or premium, if any, of any Security of such series when
due, (iii) failure for 30 days after receipt of notice to perform any other
agreement of the Issuers with respect to Securities of such series or such
Indenture for the benefit of Securities of such series, (iv) a default under any
bond, indenture, note or other evidence of indebtedness for money borrowed by an
Issuer or a Material Subsidiary or under any mortgage, indenture or instrument
under which there may be issued, or by which there may be secured or evidenced,
any such indebtedness with a principal amount then outstanding in excess of
$10,000,000, which default shall result in the acceleration of such
indebtedness, (v) certain events of bankruptcy, insolvency or reorganization of
an Issuer or a Material Subsidiary and (vi) any other event established as an
event of default in accordance with such Indenture with respect to Securities of
such series. (Section 6.01)

The term "Material Subsidiary" is defined under each of the Indentures to
mean any consolidated subsidiary of the Company (whether a corporation or a
partnership or other entity not organized as a corporation) if such consolidated
subsidiary would be deemed as of the date of determination a "significant
subsidiary" under the rules of the Securities and Exchange Commission. (Section
1.01)

Each of the Indentures provides that the Trustee thereunder will, within 90
days after the occurrence of a Default in respect of any series of Securities
issued under such Indenture, give to the Holders of the Securities of such
series notice of all uncured and unwaived Defaults known to it; provided,
however, that, except in the case of a Default in the payment of the principal
of or any interest on any of the Securities of such series, such Trustee may
withhold such notice if it in good faith determines that the withholding of such
notice is in the interest of the Holders of the Securities of such series.
(Section 7.05)

If an Event of Default shall occur and be continuing with respect to any
series of Securities, the Trustee under the Indenture governing such Securities
may proceed to protect and enforce its rights and those of the Holders of
Securities of such series. (Section 6.03) If any Event of Default shall occur
and be continuing with respect to any series of Securities, either the Trustee
under the Indenture governing such Securities or the Holders of at least 25% in
principal amount of the Securities of such series may declare the principal of
and accrued interest on all the Securities of such series to be due and payable.
The Holders of a majority in principal amount of the Securities of such series
may rescind an acceleration and its consequences, but only if all existing
Events of Default with respect to the Securities of such series have been cured
or waived, except nonpayment of principal or interest that has become due solely
because of the acceleration. (Section 6.02) The Holders of a majority in
principal amount outstanding of the Securities of such series may direct the
Trustee under the Indenture governing such Securities as to the time, method and
place of pursuing any remedy available to it or exercising any trust or power
conferred on it with respect to the Securities of such series and may waive any
existing Default with respect to the Securities of such series, except a Default
in the payment of principal of or interest on any Security of such series.
(Sections 6.04 and 6.05)

Each of the Indentures requires the Issuers to furnish to the Trustee under
such Indenture annually a statement as to the absence of any Default. (Section
4.03)

Defeasance of the Indentures and Securities

Each of the Indentures provides that the Issuers may at any time satisfy
their obligations with respect to payments of principal of and premium, if any,
and interest, if any, on the Securities of any series issued under such
Indenture by irrevocably depositing in trust with the Trustee under such
Indenture money or U.S. Government Obligations or a combination thereof
sufficient to make such payments when due without reinvestment thereof. If such
a deposit is sufficient to make all payments of (i) interest, if any, on the

7
<PAGE> 9

Securities of such series prior to and on their redemption or maturity, as the
case may be, and (ii) principal of and premium, if any, on the Securities of
such series when due upon redemption or at Stated Maturity, as the case may be,
then all the obligations of the Issuers with respect to the Securities of such
series and such Indenture insofar as it relates to the Securities of such series
will be satisfied and discharged (except as otherwise provided in such
Indenture). In the event of any such defeasance, Holders of the Securities of
such series would be able to look only to such trust fund for payment of
principal of and premium, if any, and interest, if any, on the Securities of
such series until Stated Maturity or redemption. (Sections 8.01, 8.02 and 8.03)

Each of the Indentures also provides that such a trust may only be
established if, among other things, (i) the Issuers have obtained an opinion of
legal counsel (which may be based on a ruling from, or published by, the
Internal Revenue Service) to the effect that Holders of the Securities of such
series will not recognize income, gain or loss for federal income tax purposes
as a result of such deposit, defeasance and discharge and will be subject to
federal income tax on the same amounts and in the same manner and at the same
times as would have been the case if such deposit, defeasance and discharge had
not occurred and (ii) at that time, with respect to any series of Securities
issued under such Indenture and then listed on The New York Stock Exchange, the
rules of The New York Stock Exchange do not prohibit such deposit with such
Trustee. (Section 8.02)

Annual Reports by the Trustee

To the extent required by the Trust Indenture Act, the Trustee under each
Indenture shall, within 60 days after May 15 in each year, furnish to each
Holder of Securities issued under such Indenture an annual report that complies
with Section 313 of the Trust Indenture Act. (Section 7.06) The Indentures do
not require that the Issuers or the respective Trustee thereunder furnish any
other reports, documents or information to the Holders of Securities.

Notices and Communications

Notices or communications to Holders of Securities will be given by
first-class mail to the addresses of such Holders as they appear in the Security
Register. (Section 10.02 of the Debt Indenture and Section 11.02 of the
Subordinated Indenture)

Holders of Securities may communicate with other Holders of such Securities
with respect to their rights under such Securities or the Indenture governing
such Securities pursuant to the provisions of
Section 312(b) of the Trust Indenture Act, which require a trustee to provide
securityholders access to information regarding the addresses of other
securityholders in certain situations. (Section 10.03 of the Debt Indenture and
Section 11.03 of the Subordinated Indenture)

Governing Law

The Indentures and the Securities will be governed by and construed in
accordance with the laws of the State of New York. (Section 10.13 of the Debt
Indenture and Section 11.13 of the Subordinated Indenture)

Information Concerning the Trustee

The Trustee under each of the Indentures is . Pursuant to the
Trust Indenture Act, if a default occurs under either of the Indentures,
would be required to resign as Trustee under one of the Indentures
within 90 days of such default unless such default is cured, duly waived or
otherwise eliminated.

PROVISIONS APPLICABLE TO THE SUBORDINATED INDENTURE

The Subordinated Indenture provides that in the event and during the
continuation of any Senior Debt Default (as defined below) in respect of the
Senior Debt of any Issuer, no payment shall be made by such Issuer on the
Securities issued pursuant to such Subordinated Indenture unless and until such
Senior Debt Default shall have been remedied or waived, nor shall any such
payment be made if after giving effect, as if

8
<PAGE> 10

paid, to such payment, any Senior Debt Default of any Issuer would exist. The
Subordinated Indenture also provides that upon any distribution of assets of any
Issuer in connection with any winding up or liquidation of such Issuer or any
reorganization, bankruptcy or other similar proceeding with respect to any
Issuer, the holders of all Senior Debt of such Issuer will first be entitled to
receive any payment on such Securities issued pursuant to such Subordinated
Indenture. (Section 10.02 of the Subordinated Indenture) No part of the
Securities issued under the Subordinated Indenture shall have any claim to the
assets of any Issuer on parity with or prior to the claim of the holders of
Senior Debt of such Issuer.

The term "Senior Debt Default" is defined in the Subordinated Indenture to
mean, when used with respect to an Issuer, any default in the payment of the
principal of or sinking fund installments, if any, due with respect to, fees in
respect of or interest on, any Senior Debt of such Issuer or any default, or any
event that, with notice or lapse of time or both, would constitute a default, in
any other agreement, term or condition contained in any agreement under which
any Senior Debt of such Issuer is issued or secured.

The term "Senior Debt" is defined in the Subordinated Indenture to have the
meaning given to such term in the Board Resolution or supplemental indenture
pursuant to which Securities may be issued in accordance with such Subordinated
Indenture. The definition of such term will be set forth in the Prospectus
Supplement respecting any such Securities.

PLAN OF DISTRIBUTION

The Issuers may sell the Securities in any one or more of the following
ways: (i) through underwriters, or through underwriting syndicates, (ii) through
one or more dealers or agents (which may include one or more underwriters) or
(iii) directly to one or more purchasers. The names of any underwriters or
agents involved in the sale of the Securities will be set forth in a Prospectus
Supplement.

The distribution of the Securities may be effected from time to time in one
or more transactions, including negotiated transactions, at a fixed initial
public offering price or at varying prices determined at the time of sale.
Underwriters or agents may sell the Securities to or through dealers, and such
dealers may receive compensation in the form of discounts or concessions allowed
or reallowed to dealers from the underwriters. Any fixed initial public offering
price and any discounts and concessions to dealers may be changed from time to
time. Underwriters, dealers and agents who participate in the distribution of
the Securities may be deemed to be underwriters within the meaning of the
Securities Act, and any discounts or commissions received by them from the
Issuers or any profit on the resale of Securities by them may be deemed to be
underwriting discounts and commissions thereunder. The proposed amounts of
Securities, if any, to be purchased by underwriters and the compensation, if
any, of underwriters or agents will be set forth in a Prospectus Supplement.

The Securities, when issued, will constitute a new issue or new issues of
securities with no established trading market. Underwriters and agents who
participate in the distribution of the Securities may make a market in the
Securities, but will not be obligated to do so and may discontinue market making
activities at any time without notice.

Underwriters, dealers and agents who participate in the distribution of the
Securities may be entitled, under agreements entered into with the Issuers, to
indemnification against certain liabilities, including liabilities under the
Securities Act, or to contribution for payments which such underwriters, dealers
or agents may be required to make in respect thereof.

Underwriters and agents may engage in transactions with, or perform
services for, the Issuers in the ordinary course of business.

LEGAL MATTERS

Certain legal matters in connection with the Securities offered hereby will
be passed upon for the Issuers by Baker & Botts, L.L.P. Robert L. Stillwell, a
partner of Baker & Botts, L.L.P., is a director of the Company.

9
<PAGE> 11

EXPERTS

The consolidated financial statements and schedules of the Company included
in the Company's Annual Report on Form 10-K for the year ended December 31, 1993
have been audited by Arthur Andersen & Co., independent public accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said report.

The estimates of certain of Mesa's proved reserves of oil and natural gas
and discounted present values of estimated future net cash flows therefrom
incorporated herein by reference to the Company's report on Form 10-K for the
fiscal year ended December 31, 1993, are extracted from the report of DeGolyer
and MacNaughton, independent consulting petroleum engineers, attached as an
exhibit to such annual report. Such information is incorporated herein by
reference in reliance upon the authority of said firm as experts with respect to
the matters contained in such reports.

10
<PAGE> 12

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following are the estimated expenses (other than underwriting discounts
and commissions) of the issuance and distribution of the securities being
registered payable by the Company.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............... $103,448
Printing and engraving expenses................................... *
Accounting fees and expenses...................................... *
Blue Sky fees and expenses........................................ *
Listing fees...................................................... *
Counsel fees...................................................... *
Miscellaneous..................................................... *
--------
Total................................................... *
--------
--------
</TABLE>

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

* To be provided by amendment

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article 2.02-1 of the Texas Business Corporation Act provides that a
corporation may indemnify any director or officer who was, is or is threatened
to be made a named defendant or respondent in a proceeding because he is or was
a director or officer, provided that the director or officer (i) conducted
himself in good faith, (ii) reasonably believed (a) in the case of conduct in
his official capacity, that his conduct was in the corporation's best interests,
(b) in all other cases, that his conduct was at least not opposed to the
corporation's best interests and (iii) in the case of any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. Subject to certain
exceptions, a director or officer may not be indemnified if the person is found
liable to the corporation or if the person is found liable on the basis that he
improperly received a personal benefit. Under Texas law, reasonable expenses
incurred by a director or officer may be paid or reimbursed by the corporation
in advance of a final disposition of the proceeding after the corporation
receives a written affirmation by the director of his good faith belief that he
has met the standard of conduct necessary for indemnification and a written
undertaking by or on behalf of the director to repay the amount if it is
ultimately determined that the director or officer is not entitled to
indemnification by the corporation. Texas law requires a corporation to
indemnify an officer or director against reasonable expenses incurred in
connection with the proceeding in which he is named defendant or respondent
because he is or was a director or officer if he is wholly successful in defense
of the proceeding.

Texas law also permits a corporation to purchase and maintain insurance or
another arrangement on behalf of any person who is or was a director or officer
against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
Article 2.02-1.

The Company's Bylaws provide for the indemnification of its officers and
directors, and the advancement to them of expenses in connection with
proceedings and claims, to the fullest extent permitted by the Texas Business
Corporation Act. The Company has also entered into indemnification agreements
with its executive officers and directors that contractually provide for
indemnification and expense advancement. Both the Bylaws and the agreements
include related provisions meant to facilitate the indemnitees' receipt of such
benefits. These provisions cover, among other things: (i) specification of the
method of determining entitlement to indemnification and the selection of
independent counsel that will in some cases make such determination, (ii)
specification of certain time periods by which certain payments or
determinations must be made and actions must be taken and (iii) the
establishment of certain presumptions in favor of an indemnitee. The benefits of
certain of these provisions are available to an indemnitee only if there has
been a change in

II-1
<PAGE> 13

control (as defined). In addition, the Company carries customary directors' and
officers' liability insurance policies for its directors and officers.
Furthermore, the Bylaws and agreements with directors and officers provide for
indemnification for amounts (i) in respect of the deductibles for such insurance
policies, (ii) that exceed the liability limits of such insurance policies and
(iii) that would have been covered by prior insurance policies of the Company or
its predecessors. Such indemnification may be made even though directors and
officers would not otherwise be entitled to indemnification under other
provisions of the Bylaws or such agreements.

The above discussion of the Company's Bylaws and of Article 2.01-1 of the
Texas Business Corporation Act is not intended to be exhaustive and is
respectively qualified in its entirety by such statute and the Bylaws.

Section 145 of the Delaware General Corporation Law (the "DGCL") permits a
corporation to indemnify any director or officer of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any action, suit
or proceeding brought by reason of the fact that such person is or was a
director or officer of the corporation, if such person acted in good faith and
in a manner that he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, if he had no reason to believe his conduct was unlawful. In a
derivative action (i.e., one brought by or on behalf of the corporation),
indemnification may be made only for expenses actually and reasonably incurred
by any director or officer in connection with the defense or settlement of such
an action or suit, if such person acted in good faith and in a manner that he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged to be liable to the corporation, unless and only to the
extent that the court in which the action or suit was brought shall determine
that the defendant is fairly and reasonably entitled to indemnity for such
expenses despite such adjudication of liability.

Delaware law also permits a corporation to purchase and maintain insurance
on behalf of any person who is or was a director or officer against any
liability asserted against him and incurred by him in such capacity or arising
out of his status as such, whether or not the corporation has the power to
indemnify him against that liability under Section 145 of the DGCL.

MOC's Bylaws provide that MOC may indemnify each person who is involved in
any litigation or other proceeding because such person is or was a director or
officer of MOC or its subsidiaries or is or was serving as an officer or
director of another entity at the request of MOC, against all expenses
reasonably incurred in connection therewith. Such indemnification shall be made
upon a determination by the Board of Directors, independent legal counsel or the
stockholders of the corporation that such indemnification is proper in the
circumstances because such person has met the applicable standard of conduct.
The Bylaws also provide that MOC shall indemnify a director or officer against
such expenses to the extent that he has been successful on the merits or
otherwise in defense of any such litigation or other proceeding. The Bylaws also
provide that the right to indemnification includes the right to be paid expenses
incurred in defending any proceeding in advance of its final disposition;
provided, however, that such advance payment will only be made upon the delivery
to MOC of an undertaking, by or on behalf of the director or officer, to repay
all amounts so advanced if it is ultimately determined that such director or
officer is not entitled to indemnification.

MOC's Certificate of Incorporation provides that the personal liability of
a director of the corporation shall be limited to the fullest extent permitted
by the DGCL. Pursuant to Section 102(b)(7) of the DGCL, Article Sixth of MOC's
Certificate of Incorporation eliminates the personal liability of a director to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liabilities arising (i) from any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) from
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL or (iv) from any
transaction from which the director derived an improper personal benefit.

The above discussion of MOC's Bylaws and Certificate of Incorporation is
not intended to be exhaustive and is respectively qualified in its entirety by
such documents.

II-2
<PAGE> 14

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

<TABLE>
<S> <C>
4.1 -- Form of Senior Indenture among MESA Inc., Mesa Operating Co. and
, as trustee.
4.2 -- Form of Subordinated Indenture among MESA Inc., Mesa Operating Co.
and , as trustee.
+5 -- Opinion of Baker & Botts, L.L.P.
12 -- Computation of Ratio of Earnings to Fixed Charges.
23.1 -- Consent of Independent Public Accountants.
23.2 -- Consent of DeGolyer and MacNaughton.
+23.3 -- Consent of Baker & Botts, L.L.P. (included in Exhibit 5 to this
Registration Statement).
24 -- Powers of Attorney of directors and officers of MESA Inc. (included
on signature pages to this Registration Statement).
+ 26.1 -- Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of relating to the Senior
Indenture.
+ 26.2 -- Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of relating to the Subordinated
Indenture.
</TABLE>

- ---------------
+ To be filed by amendment.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such

II-3
<PAGE> 15

indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act ("Act") in
accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Act.

II-4
<PAGE> 16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dallas, State of Texas, on the 10th day of March,
1994.

MESA Inc.

By: /s/ WILLIAM D. BALLEW
William D. Ballew,
Controller

POWER OF ATTORNEY

The undersigned directors and executive officers of MESA Inc. hereby
constitute and appoint William D. Ballew and Charles L. Carpenter, and each of
them, with full power to act without the other and with full power of
substitution and resubstitution, our true and lawful attorneys-in-fact with full
power to execute in our name and behalf in the capacities indicated below any
and all amendments (including post-effective amendments and amendments thereto)
to this Registration Statement and to file the same, with all exhibits thereto
and other documents in connection therewith with the Securities and Exchange
Commission and hereby ratify and confirm all that such attorneys-in-fact, or
either of them, or their substitutes shall lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ---------------------------- -----------------
<S> <C> <C>
/s/ BOONE PICKENS Director and Chief Executive March 10, 1994
Boone Pickens Officer

/s/ PAUL W. CAIN Director, President and March 10, 1994
Paul W. Cain Chief Operating Officer

/s/ WILLIAM D. BALLEW Controller (Chief Accounting March 10, 1994
William D. Ballew Officer and acting Chief
Financial Officer

/s/ JOHN S. HERRINGTON Director March 10, 1994
John S. Herrington

/s/ WALES H. MADDEN, JR. Director March 10, 1994
Wales H. Madden, Jr.

/s/ FAYEZ S. SAROFIM Director March 10, 1994
Fayez S. Sarofim

/s/ ROBERT L. STILLWELL Director March 10, 1994
Robert L. Stillwell

/s/ J.R. WALSH, JR. Director March 10, 1994
J.R. Walsh, Jr.
</TABLE>

II-5
<PAGE> 17

SIGNATURES

MESA OPERATING CO.

By: /s/ WILLIAM D. BALLEW
William D. Ballew
Controller

POWER OF ATTORNEY

The undersigned directors and executive officers of Mesa Operating Co.
hereby constitute and appoint William D. Ballew and Charles L. Carpenter, and
each of them, with full power to act without the other and with full power of
substitution and resubstitution, our true and lawful attorneys-in-fact with full
power to execute in our name and behalf in the capacities indicated below any
and all amendments (including post-effective amendments and amendments thereto)
to this Registration Statement and to file the same, with all exhibits thereto
and other documents in connection therewith with the Securities and Exchange
Commission and hereby ratify and confirm all that such attorneys-in-fact, or
either of them, or their substitutes shall lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and on the date indicated.

/s/ PAUL W. CAIN Director, President and March 10, 1994
Paul W. Cain Chief Operating Officer

/s/ WILLIAM D. BALLEW Controller (Chief Accounting March 10, 1994
William D. Ballew Officer and acting Chief
Financial Officer)
</TABLE>

II-6

<PAGE> 1
EXHIBIT 4.1

{Draft of 3-9-94}

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

MESA INC.
and
MESA OPERATING CO.,
Issuers

AND

__________________________,
Trustee

____________________

SENIOR INDENTURE

Dated as of _____ __, 1994

____________________

Unsecured Senior Debentures, Notes and Other
Evidences of Indebtedness

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

<PAGE> 2
CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA Section Indenture Section
- ----------- -----------------
<S> <C>
310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.08; 7.10; 10.02
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.05
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.03
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.03
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
(b)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.02
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.02; 4.05; 10.02
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.04
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.04
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.05
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(b)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.05; 10.02
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(a)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(c)
(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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.12
317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.08
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.09
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.04
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.01
</TABLE>

N.A. means Not Applicable.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
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<S> <C>
ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Other Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 1.03. Incorporation by Reference of Trust Indenture Act . . . . . . . . . . . . . . . . . . 4
SECTION 1.04. Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE 2

THE SECURITIES

SECTION 2.01. Form and Dating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.02. Execution and Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.03. Registrar and Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.04. Paying Agent to Hold Money in Trust . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 2.05. Securityholder Lists . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 2.06. Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 2.07. Replacement Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 2.08. Outstanding Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 2.09. Treasury Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2.10. Temporary Securities; Global Securities . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2.11. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.12. Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE 3

REDEMPTION; SINKING FUND

SECTION 3.01. Notices to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 3.02. Selection of Securities to be Redeemed . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 3.03. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 3.04. Effect of Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 3.05. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 3.06. Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 3.07. Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 3.08. Terms of Securities to Govern . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE 4

COVENANTS

SECTION 4.01. Payment of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 4.02. SEC Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 4.03. Certificate to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 4.04. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 4.05. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>

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ARTICLE 5

SUCCESSORS

SECTION 5.01. When Issuers May Merge, etc. . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE 6

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.02. Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.03. Other Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.04. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.05. Control by Majority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.06. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.07. Rights of Holders to Receive Payment . . . . . . . . . . . . . . . . . . . . . 17
SECTION 6.08. Collection Suit by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 6.09. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 6.10. Priorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 6.11. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE 7

TRUSTEE

SECTION 7.01. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 7.02. Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 7.03. Individual Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 7.04. Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 7.05. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 7.06. Reports by Trustee to Holders . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 7.07. Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 7.08. Replacement of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 7.09. Successor Trustee by Merger, etc. . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 7.10. Eligibility, Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 7.11. Preferential Collection of Claims Against Issuers . . . . . . . . . . . . . . . 21

ARTICLE 8

DISCHARGE OF INDENTURE AND SECURITIES

SECTION 8.01. Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . 21
SECTION 8.02. Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 8.03. Satisfaction and Discharge of Securities . . . . . . . . . . . . . . . . . . . 22
SECTION 8.04. Application by Trustee of Money or U.S. Government Obligations . . . . . . . . 22
SECTION 8.05. Repayment of Money or U.S. Government Obligations by Paying Agent . . . . . . . 22
SECTION 8.06. Return of Money, Securities or U.S. Government Obligations . . . . . . . . . . 23

</TABLE>

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<TABLE>
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ARTICLE 9

AMENDMENTS

SECTION 9.01. Without Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 9.02. With Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 9.03. Compliance with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 9.04. Effect of Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 9.05. Notation on or Exchange of Securities . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 9.06. Trustee Protected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE 10

MISCELLANEOUS

SECTION 10.01. Trust Indenture Act Controls . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 10.02. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 10.03. Communications by Holders with Other Holders . . . . . . . . . . . . . . . . . . 25
SECTION 10.04. Certificate and Opinion as to Conditions Precedent . . . . . . . . . . . . . . . 25
SECTION 10.05. Statements Required in Certificate or Opinion . . . . . . . . . . . . . . . . . 25
SECTION 10.06. Rules by Trustee and Agents . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 10.07. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 10.08. No Recourse Against Others . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 10.09. Interest Limitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 10.10. Duplicate Originals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 10.11. Addresses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 10.12. Record Date for Action by Securityholders . . . . . . . . . . . . . . . . . . . 27
SECTION 10.13. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 10.14. Payments for Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 10.15. Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . 27
SECTION 10.16. No Adverse Interpretation of Other Agreements . . . . . . . . . . . . . . . . . 27
SECTION 10.17. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 10.18. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
</TABLE>

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<PAGE> 6
SENIOR INDENTURE, dated as of ____ __, 1994, among MESA INC., a
corporation incorporated and existing under the laws of the State of Texas, and
MESA OPERATING CO., a corporation incorporated and existing under the laws of
the State of Delaware (collectively, the "Issuers"), and ____________________,
a ____________________________ (the "Trustee").

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

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

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

"Agent" means any Registrar or Paying Agent.

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

"Issuers" means (i) the Company, until a successor replaces the
Company pursuant to the applicable provisions of this Indenture, and thereafter
such successor and (ii) Operating, until a successor replaces Operating
pursuant to the applicable provisions of this Indenture, and thereafter such
successor.

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

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

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

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<PAGE> 7
"Default" means any event which is, or after notice or the passage of
time, or both, would be, an Event of Default.

"Depositary" means a clearing agency registered under the Securities
Exchange Act of 1934, as amended, or any successor thereto, which shall be
designated by the Issuers pursuant to Section 2.01 until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter "Depositary" shall mean or include each person who is then a
Depositary hereunder, and if at any time there is more than one such person,
shall mean or include all such persons. "Depositary" as used with respect to
the Securities of any series shall mean the Depositary with respect to the
Securities of that series.

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

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

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

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

"Indenture" means this Senior Indenture as amended or supplemented
from time to time pursuant to the applicable provisions of this Indenture, and
shall include the form and terms of each particular series of Securities
established pursuant to Section 2.01 hereof.

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

"Material Subsidiary" means any consolidated subsidiary of the Company
(whether a corporation or a partnership or other entity not organized as a
corporation) if such consolidated subsidiary would be deemed a "significant
subsidiary" under the rules and regulations promulgated by the SEC under the
Securities Act.

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

"Officer" means, with respect to an Issuer, the Chairman of the
Board, Vice Chairman of the Board, President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of
such Issuer.

"Officers' Certificate" means a certificate signed by two Officers of
each of the Issuers.

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

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

"Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. Such counsel may be an employee of or
counsel to the Trustee or the Issuers.

-2-
<PAGE> 8
"Original Issue Discount Security" means any Security which provides
for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the Stated Maturity thereof
pursuant to Section 6.02.

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

"Principal" of a Security means the principal of the Security, plus
the premium, if any, on the Security. In determining whether the Holders of
the requisite principal amount of any series of Original Issue Discount
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, the principal amount of any Original Issue
Discount Security for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon
a declaration of acceleration of the Stated Maturity thereof pursuant to
Section 6.02.

"Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 2.01.

"SEC" means the Securities and Exchange Commission.

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

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

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

"Subsidiary" means (i) a corporation a majority of whose outstanding
capital stock with voting power, under ordinary circumstances, to elect
directors is at the time, directly or indirectly, owned by the Company, by one
or more Subsidiaries or by the Company and one or more Subsidiaries or (ii) any
other person (other than a corporation) in which the Company, one or more
Subsidiaries or the Company and one or more Subsidiaries, directly or
indirectly, at the date of determination thereof, have at least a majority
beneficial ownership interest.

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

"Trustee" means the party named as such above or any other trustee
appointed with respect to the Securities of any series as contemplated by
Section 2.01, in each case until a successor replaces it with respect to the
Securities of one or more series pursuant to the applicable provisions of this
Indenture, and thereafter with respect to the Securities of such one or more
series shall mean the successor.

"Trust Officer" means the Chairman of the Board, the President or any
other officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

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

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<PAGE> 9
SECTION 1.02. Other Definitions.
<TABLE>
<CAPTION>
DEFINED IN
TERM SECTION
---- -------
<S> <C>
"Bankruptcy Law" . . . . . . . . . . . . . . . . . 6.01
"Custodian" . . . . . . . . . . . . . . . . . . . 6.01
"Event of Default" . . . . . . . . . . . . . . . . 6.01
"Legal Holiday" . . . . . . . . . . . . . . . . . 10.07
"Paying Agent" . . . . . . . . . . . . . . . . . . 2.03
"Registrar" . . . . . . . . . . . . . . . . . . . 2.03
"Security Register" . . . . . . . . . . . . . . . 2.03
</TABLE>

SECTION 1.03. Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

"indenture securities" means the Securities.
"indenture security holder" means a Securityholder.
"indenture to be qualified" means this Indenture.
"indenture trustee" or "institutional trustee" means the Trustee.
"obligor" on the indenture securities means the Issuers.

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

SECTION 1.04. Rules of Construction. Unless the context otherwise
requires:

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

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

(3) "or" is not exclusive;

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

(5) provisions apply to successive events and
transactions.

ARTICLE 2

THE SECURITIES

SECTION 2.01. Form and Dating. The Securities of each series shall
be in such form as shall be established by or pursuant to a Board Resolution or
in one or more indentures supplemental hereto, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and in case such form is not established by
supplemental indenture, such form shall be approved by the Trustee if the
Trustee's rights or obligations are adversely affected thereby, and such form
may further have such legends, notations or endorsements as may be required by
law, stock exchange rules or usage.

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<PAGE> 10
Each Security shall be in fully-registered form and shall be dated the
date of its authentication.

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

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

(2) any limit upon the aggregate principal amount of the
Securities of such series which may be authenticated and delivered
under this Indenture (except for Securities of such series
authenticated and delivered upon transfer of, or in exchange for, or
in lieu of, other Securities of such series pursuant to Section 2.06,
2.07, 2.10, 3.06 or 9.05);

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

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

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

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

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

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

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

(10) if Securities of such series constitute Original
Issue Discount Securities, the portion of the principal amount of
Securities which shall be payable upon declaration of acceleration
thereof pursuant to Section 6.02;

(11) any covenants of the Issuers, for the benefit of the
Holders of Securities of such series, in addition to those set forth
in Article 4;

(12) any Events of Default with respect to the Securities
of such series in addition to those set forth in Section 6.01;

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

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

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

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

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

SECTION 2.02. Execution and Authentication. An Officer of each of
the Issuers shall sign the Securities for the Issuers by manual or facsimile
signature and the seal of each of the Issuers shall be reproduced on the
Securities and attested by the manual or facsimile signature of an authorized
Officer of the Issuers.

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

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

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

_________________________, as Trustee

By:_________________________
Authorized Signatory

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

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

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

(1) certified copies of the charter and bylaws of each of
the Issuers;

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<PAGE> 12
Original Issue Discount Securities, setting forth such facts as are
necessary to compute amounts due upon acceleration, if such facts are
not specified in the form of Security) and (ii) stating that all
conditions precedent to the issuance and authentication of the
Securities of such series have been complied with;

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

(4) an Opinion of Counsel, which shall state

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

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

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

If all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate or the
Opinion of Counsel otherwise required pursuant to Section 2.01 and this Section
2.02 at or prior to the time of authentication of each Security of such series
if such documents have been delivered at or prior to the authentication upon
original issuance of the first Security of such series.

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

The aggregate principal amount of Securities of any series outstanding
at any time may not exceed any limit upon the maximum principal amount for such
series set forth in or pursuant to the Board Resolution or supplemental
indenture relating to such series delivered pursuant to this Section 2.02,
except as authorized pursuant to Section 2.07.

The Trustee may appoint an authenticating agent acceptable to the
Issuers to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so, provided that only the Trustee may
authenticate Securities pursuant to Section 2.07. Each reference in this
Indenture to authentication by the Trustee includes authentication by an
authenticating agent. An authenticating agent has the same rights as an Agent
to deal with the Issuers or an Affiliate of an Issuer.

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exchange. The Issuers may appoint one or more co-registrars and one or more
additional paying agents with respect to any one or more series. The
"Registrar" includes any co-registrar and the term "Paying Agent" includes any
additional paying agent. The Issuers shall notify the Trustee of the name and
address of any Registrar or Paying Agent not a party to this Indenture. If the
Issuers fail to maintain a Registrar or Paying Agent for the Securities, the
Trustee shall act as such. The Issuers initially appoint the Trustee as Paying
Agent and Registrar.

SECTION 2.04. Paying Agent to Hold Money in Trust. The Issuers shall
require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will (i) hold in trust for the benefit of Securityholders of any
series or the Trustee all money held by the Paying Agent for the payment of
Principal of or interest on the Securities of such series, (ii) notify the
Trustee of any default by the Issuers in making any such payment and (iii) pay
to the Trustee all sums so held in trust by such Paying Agent, upon written
request of the Trustee at any time during the continuance of an Event of
Default. If either of the Issuers acts as Paying Agent, it shall segregate the
money and hold it as a separate trust fund. The Issuers at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon doing
so, the Paying Agent shall have no further liability for the money.

SECTION 2.05. Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to
it of the names and addresses of Holders of Securities of each series. If the
Trustee is not the Registrar with respect to Securities of any series, the
Issuers shall furnish to the Trustee on or before each Interest Payment Date
for such Securities (and on dates to be determined in the manner provided in
Section 2.01 for any series of Original Issue Discount Securities which by
their terms bear interest only after Maturity), but in no case less frequently
than semiannually, and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Holders of the Securities of such series.

SECTION 2.06. Transfer and Exchange. Subject to the provisions of
Section 2.10, where Securities are presented to the Registrar with a request to
register transfer or to exchange them for an equal principal amount of
Securities of the same series of other denominations, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met. The Registrar shall not be required to register the
transfer or exchange of (i) Securities of any series during a 15-day period
beginning at the opening of business 15 days before the day of mailing of a
redemption notice pursuant to Section 3.03 with respect to Securities of such
series or (ii) any Security selected for redemption in whole or in part, except
the unredeemed portion of a Security redeemed in part. To permit registration
of transfer and exchanges, the Trustee shall authenticate Securities at the
Registrar's request. No service charge shall be made to any Securityholder for
any transfer or exchange of Securities, except that the Issuers may require
payment of a sum sufficient to cover any tax or other governmental charge which
may be imposed in relation to any such transfer or exchange, other than
exchanges pursuant to Section 2.10, 3.06 or 9.05. Notwithstanding the
foregoing, Securities of a series may be exchanged only for Securities of the
same series having identical terms.

SECTION 2.07. Replacement Securities. If the Holder of a Security
claims that the Security has been lost, mutilated, destroyed or wrongfully
taken, the Issuers shall issue and the Trustee shall authenticate a replacement
Security of the same series having identical terms if the Trustee's
requirements are met. If required by the Trustee or the Issuers, such Holder
shall provide an indemnity bond sufficient in the judgment of the Trustee and
the Issuers to protect the Issuers, the Trustee, any Agent or any
authenticating agent from any loss which any of them may suffer if a Security
is replaced.

Every replacement Security is an additional obligation of the Issuers.

SECTION 2.08. Outstanding Securities. The Securities outstanding at
any time are all the Securities authenticated by the Trustee, except for those
cancelled by it, those delivered to it for cancellation, and those described in
this Section as not outstanding.

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<PAGE> 14
If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

If Securities are considered paid under Section 4.01, they cease to be
outstanding and interest on them ceases to accrue.

Subject to the provisions of Section 2.09, a Security does not cease
to be outstanding because an Issuer or an Affiliate of an Issuer holds the
Security.

SECTION 2.09. Treasury Securities. In determining whether the
Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by an Issuer or an Affiliate of
an Issuer shall be disregarded and deemed not to be outstanding for the purpose
of any such determination, except that for the purpose of determining whether
the Trustee shall be protected in relying on any such direction, waiver or
consent, only Securities which the Trustee knows are so owned shall be so
disregarded.

SECTION 2.10. Temporary Securities; Global Securities. (a) Until
definitive Securities are ready for delivery, the Issuers may prepare and the
Trustee shall authenticate temporary Securities. Temporary Securities of any
series shall be substantially in the form of definitive Securities of such
series but may have variations that the Issuers consider appropriate for
temporary Securities. Without unreasonable delay, the Issuers shall prepare
and the Trustee shall authenticate definitive Securities of such series in
exchange for such temporary Securities.

(b) If the Issuers shall establish pursuant to Section 2.01 that
the Securities of a series are to be issued in whole or in part in the form of
one or more Global Securities, then the Issuers shall execute and the Trustee
shall, in accordance with Section 2.01 and pursuant to a written order of the
Issuers signed by two Officers of each of the Issuers, authenticate and deliver
one or more Global Securities in temporary or permanent form that (i) shall
represent and shall be denominated in an amount equal to the aggregate
principal amount of the outstanding Securities of such series to be represented
by one or more Global Securities, (ii) shall be registered in the name of the
Depositary for such Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instruction and (iv) shall bear any customary
legend reasonably required by the Depositary and shall further bear a legend
substantially to the following effect: "Unless and until it is exchanged in
whole or in part for Securities in definitive form, this Security may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary."

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

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

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<PAGE> 15
If at any time the Depositary for the Securities of a series notifies
the Issuers that it is unwilling or unable to continue as Depositary for the
Securities of such series or if at any time the Depositary for Securities of a
series shall no longer be registered or in good standing under the Exchange Act
or other applicable statute or regulation, the Issuers shall appoint a
successor Depositary with respect to the Securities of such series. If a
successor Depositary for the Securities of such series is not appointed by the
Issuers within 90 days after the Issuers receive such notice or become aware of
such condition, the Issuers will execute, and the Trustee, upon receipt of a
written order of the Issuers signed by two Officers of each of the Issuers
instructing the Trustee to authenticate and deliver definitive Securities of
such series, will authenticate and deliver Securities of such series in
definitive form in an aggregate principal amount equal to the principal amount
of the Global Security or Securities representing such series in exchange for
such Global Security or Securities.

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

If specified by the Issuers pursuant to Section 2.01 with respect to
Securities of a series, the Depositary for such series of Securities may
surrender a Global Security for such series of Securities in exchange, in whole
or in part, for Securities of such series in definitive form on such terms as
are acceptable to the Issuers and such Depositary. Thereupon, the Issuers
shall execute and the Trustee shall authenticate and deliver, without charge:

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

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

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

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

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amounts with the Trustee for payment and after consultation with the Trustee
regarding the selection of such dates. At least 15 days before the record
date, the Issuers shall mail to the Holders of such Securities a notice that
states the record date, payment date, and amount of interest to be paid.

ARTICLE 3

REDEMPTION; SINKING FUND

SECTION 3.01. Notices to Trustee. The Issuers may elect to redeem
Securities of any series in accordance with the provisions of such Securities;
provided, however, that if an Event of Default shall have occurred and be
continuing, the Securities of any series may not be redeemed in whole or in
part, unless (i) the Securities of all series are redeemed in whole or (ii) the
Securities of all series are redeemed in part and the principal amount to be
redeemed is prorated among all Holders so that all Holders of each series
receive in redemption of their outstanding Securities the same the principal
amount per $1,000 of Securities (provided, however, that if the Securities of
any such series are Original Issue Discount Securities, for purposes of this
clause (ii), such pro ration shall be based upon each $1,000 that would be due
and payable on the redemption date in the event of a declaration of
acceleration of the Stated Maturity thereof pursuant to Section 6.02). The
election of the Issuers to redeem Securities of any series in accordance with
the provisions of such Securities shall be evidenced by or pursuant to a Board
Resolution. In case of any redemption at the election of the Issuers, the
Issuers shall, at least 45 days before the redemption date (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such
redemption date and in the case of any redemption of less than all of the
Securities of any series (or, where redemption provisions of any series of
Securities are not identical as to each Security within the series, in case of
any redemption at the election of the Issuers of less than all the Securities
with identical redemption provisions) the principal amount of the Securities of
such series to be redeemed and shall deliver to the Trustee such documentation
and records as shall enable the Trustee to select the Securities to be redeemed
pursuant to Section 3.02.

SECTION 3.02. Selection of Securities to be Redeemed. If less than
all of the Securities of a series (or, where the redemption provisions of any
series of Securities are not identical as to each Security within the series,
if less than all the Securities with identical redemption provisions) are to be
redeemed, the Trustee shall, subject to Section 3.01, select the Securities to
be redeemed by such method as the Trustee shall deem fair and appropriate. The
Trustee shall make the selection not more than 45 days before the redemption
date from outstanding Securities of such series (or, if the redemption
provisions of all of the Securities of such series are not identical, from
Securities of such series with identical redemption provisions) not previously
called for redemption. The Trustee may select for redemption portions of the
principal of Securities of any series that have denominations larger than the
minimum principal denomination for such series. Provisions of this Indenture
that apply to Securities called for redemption also apply to portions of
Securities called for redemption.

SECTION 3.03. Notice of Redemption. At least 30 days but not more
than 60 days before a redemption date, the Trustee shall, in the name of the
Issuers and at the Issuers' expense, mail a notice of redemption to each Holder
whose Securities are to be redeemed.

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

(1) the redemption date;

(2) the redemption price;

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

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

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

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

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

SECTION 3.04. Effect of Notice of Redemption. Once notice of a
redemption is mailed, Securities called for redemption become due and payable
on the redemption date at the redemption price. Upon surrender to the Paying
Agent, such Securities shall be paid and redeemed at the redemption price,
together with interest accrued thereon to the redemption date; provided,
however, that installments of interest becoming due on or prior to the
redemption date shall be payable to the Holders of such Securities, or one or
more previous Securities evidencing all or a portion of the same debt as that
evidenced by such particular Securities, registered as such at the close of
business on the relevant record date according to their terms and the
provisions of Section 2.12.

SECTION 3.05. Deposit of Redemption Price. On or before the
redemption date, the Issuers shall deposit with the Paying Agent money
sufficient to pay the aggregate redemption price of and accrued interest on all
Securities to be redeemed on that date.

SECTION 3.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Trustee shall authenticate for the
Holder a new Security of the same series, having terms identical to those of
the Securities surrendered, equal in principal amount to the unredeemed portion
of the Security surrendered.

SECTION 3.07. Sinking Fund. Each sinking fund payment provided for
by the terms of Securities of any series shall be applied to the redemption of
such Securities as provided for by the terms of such Securities and this
Section 3.07.

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

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will give written notice to the Trustee of the amount of the next succeeding
sinking fund payment (including any optional sinking fund payment which is
permitted to be made by the terms of the Securities) for that series pursuant
to the terms of that series (or, if applicable, for such Securities pursuant to
the terms of such Securities), the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by crediting Securities against the required sinking fund payment
pursuant to the preceding paragraph of this Section and will also deliver to
the Trustee any Securities to be so credited. The Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.02 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Issuers in the manner provided
in Section 3.03. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
3.04 and 3.06.

SECTION 3.08. Terms of Securities to Govern. Notwithstanding any
other provision of this Article 3, if any provision of any Security of any
series shall conflict with any provision of this Article, the provision of such
Security shall govern.

ARTICLE 4

COVENANTS

SECTION 4.01. Payment of Securities. The Issuers shall pay the
principal of and any interest on the Securities on the dates and in the manner
provided in the Securities. Principal and interest shall be considered paid on
the date due if the Paying Agent holds on that date money deposited with it by
or on behalf of the Issuers sufficient to pay all principal and interest then
due.

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

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

SECTION 4.02. SEC Reports. Each Issuer shall furnish to the Trustee,
within 15 days after it files them with the SEC, copies of the annual reports
and of the information, documents, and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) that such Issuer is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. The Issuers also shall comply with the
other provisions of TIA Section 314(a).

SECTION 4.03. Certificate to Trustee. The Issuers covenant and agree
to furnish to the Trustee, within 90 days after the end of each fiscal year of
the Issuers, a brief certificate from the principal executive officer,
principal financial officer or principal accounting officer of each of the
Issuers as to each of such officer's knowledge of the Issuers' compliance with
all conditions and covenants under this Indenture; provided, for purposes of
this paragraph, such compliance shall be determined without regard to any
period of grace or requirement of notice provided under this Indenture.

SECTION 4.04. Maintenance of Office or Agency. The Issuers will
maintain in The City of New York, an office or agency of the Trustee, Registrar
and Paying Agent where Securities may be presented or surrendered for payment,
where Securities may be surrendered for registration of transfer, exchange,
purchase or redemption, and where notices and demands to or upon the Issuers in
respect of the Securities and this Indenture may be served. The Issuers shall
give prompt written notice to the Trustee of the location, and of any change in
the location, of any such office or agency (other than a change in the location
of the office of the Trustee). If at any time the

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Issuers shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 10.10.

SECTION 4.05. Further Assurances. From time to time whenever
reasonably requested by the Trustee, the Issuers will make, execute and
deliver, or cause to be made, executed or delivered, any and all such further
and other instruments and assurances as may be reasonably necessary or proper
to carry out the intention of or to facilitate the performance of the terms of
this Indenture or to secure the rights and remedies of the Holders of
Securities of any series provided for in this Indenture, including, but not
limited to, furnishing all necessary information to the Trustee in connection
with calculations and tax reporting relating to any Original Issue Discount
Securities that may be issued by the Issuers hereunder.

ARTICLE 5

SUCCESSORS

SECTION 5.01. When Issuers May Merge, etc. Neither Issuer shall
consolidate or merge into, or sell, assign, transfer or lease all or
substantially all of its assets to, any person unless:

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

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

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

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

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

ARTICLE 6

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default. An "Event of Default" with respect
to Securities of any series occurs if:

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

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

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(3) an Issuer fails to comply with any of its other
agreements with respect to Securities of such series or this Indenture
(other than a covenant included in this Indenture solely for the
benefit of any series of Securities other than such series or a
covenant which has not been breached with respect to such series),
which Default continues for a period of 30 days after notice of such
Default is given to the Issuers by the Trustee or the Holders of at
least 25% in principal amount of the Securities of such series;

(4) there occurs a default under any bond, indenture,
note or other evidence of indebtedness for money borrowed by Issuer or
any Material Subsidiary (including a default with respect to
Securities of any series other than such series) or under any
mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any indebtedness for money
borrowed by an Issuer or any Material Subsidiary (including this
Indenture) with a principal amount then outstanding in excess of
$10,000,000, whether such indebtedness exists now or shall hereafter
be created, which default shall constitute a failure to pay any
portion of the principal of such indebtedness when due and payable
after the expiration of any applicable grace period with respect
thereto or results in such indebtedness becoming or being declared due
and payable prior to the date on which it would otherwise have become
due and payable, without such indebtedness having been discharged, or
such acceleration having been rescinded or annulled;

(5) an Issuer or any Material Subsidiary pursuant to or
within the meaning of any Bankruptcy Law:

(a) commences a voluntary case;

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

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

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

(a) is for relief against an Issuer or any
Material Subsidiary in an involuntary case;

(b) appoints a Custodian of an Issuer or any
Material Subsidiary or for all or substantially all of the
property of such Issuer or such Material Subsidiary; or

(c) orders the liquidation of an Issuer or any
Material Subsidiary, and the order or decree remains unstayed
and in effect for 90 days; or

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

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

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that series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of and
accrued interest on all the Securities of that series to be due and payable
immediately. Upon such declaration, the principal (or specified amount) of and
accrued interest on all the Securities of that series shall be due and payable
immediately. The Holders of a majority in principal amount of the Securities
of that series by notice to the Trustee and the Issuers may rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default with respect to the
Securities of that series have been cured or waived except nonpayment of
principal or interest that has become due solely because of the acceleration.

SECTION 6.03. Other Remedies. If an Event of Default with respect to
the Securities of any series occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal of or interest on the
Securities of that series or to enforce the performance of any provision of the
Securities of that series or this Indenture.

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

SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in
outstanding principal amount of the Securities of any series by notice to the
Trustee may waive an existing Default with respect to that series and its
consequences, except a Default in the payment of the principal of or interest
on any Security of that series.

SECTION 6.05. Control by Majority. The Holders of a majority in
aggregate outstanding principal amount of the Securities of all series affected
(voting as one class) may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it with respect to the Securities of such series. However,
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture, is unduly prejudicial to the rights of another Securityholder of
such series or any other series, or would involve the Trustee in personal
liability.

SECTION 6.06. Limitation on Suits. A Holder of Securities of any
series may pursue a remedy with respect to this Indenture or the Securities
only if:

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

(2) the Holders of a majority in principal amount of the
Securities of that series make a written request to the Trustee to
pursue the remedy;

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

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

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

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the rights of the Holders of any other series of Securities, or to obtain or
seek to obtain priority over or preference to any other such Holder, or to
enforce any right under this Indenture, except in the manner herein provided
and for the equal, ratable and common benefit of all Holders of Securities.

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

SECTION 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(1) or (2) with respect to Securities occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Issuers for the whole amount of principal (or, if
the Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that
series) and interest remaining unpaid with respect to the Securities as to
which an Event of Default has occurred.

SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to an Issuer, its creditors or its
property.

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

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

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

Third: to the Issuers.

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

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 of the Securities of any series.

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ARTICLE 7

TRUSTEE

SECTION 7.01. Duties of Trustee.

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

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

(1) the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others; 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 required by the terms of this Indenture 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 paragraph does not limit the effect of paragraph
(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.

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

(e) The Trustee may refuse to perform any duty or exercise any
right or power unless it receives indemnity satisfactory to it against any
loss, liability or expense.

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

SECTION 7.02. Rights of Trustee.

(a) The Trustee may 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 such Certificate or Opinion.

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(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.

SECTION 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
of any series and may otherwise deal with the Issuers or an Affiliate of an
Issuer with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to Sections
7.10 and 7.11.

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

SECTION 7.05. Notice of Defaults. If a Default in respect of the
Securities of any series occurs and is continuing and if it is known to the
Trustee, the Trustee shall mail to the Holders of the Securities of that series
a notice of the Default within 90 days after it occurs. Except in the case of
a Default in payment of the principal or interest on any Security, or in the
payment of any sinking fund or purchase fund installment, the Trustee may
withhold the notice if and so long as a committee of its Trust Officers in good
faith determines that withholding the notice is in the interests of the Holders
of the Securities of that series.

SECTION 7.06. Reports by Trustee to Holders. If required by TIA
Section 313(a), within 60 days after the reporting date stated in this Section
7.06, the Trustee shall mail to Securityholders of each series a brief report
dated as of such reporting date that complies with TIA Section 313(a). The
Trustee shall also comply with TIA Section 313(b). For purposes of this
Section 7.06, the reporting date shall be May 15 of each year. The first
reporting date will be the first May 15 following the issuance of the first
series of Securities hereunder.

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

SECTION 7.07. Compensation and Indemnity. The Issuers shall pay to
the Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Issuers shall reimburse the Trustee upon
request for all reasonable expenses incurred by it. Such expenses shall
include the reasonable compensation and expenses of the Trustee's agents and
counsel.

The Issuers shall indemnify the Trustee against any loss or liability
incurred by it arising out of or in connection with the acceptance or
administration of this Indenture. The Trustee shall notify the Issuers
promptly of any claim for which it may seek indemnity. The Issuers shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee
may have separate counsel and the Issuers shall pay the reasonable fees and
expenses of such counsel. The Issuers need not pay for any settlement made
without their consent.

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

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

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

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

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

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

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

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

(4) the Trustee becomes incapable of acting.

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

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

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

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

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to, and to vest in, each successor Trustee all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, (ii) if the
retiring Trustee is not retiring with respect to all series of Securities,
shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee,
with respect to the Securities of that or those series as to which the retiring
Trustee is not retiring, shall continue to be vested in the retiring Trustee
and (iii) shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture, the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and the successor Trustee
shall have all the rights, powers and duties of the retiring Trustee with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates. The successor Trustee shall mail a notice of
its succession to the Holders of all Securities of that or those series to
which the appointment of such successor Trustee relates. The retiring Trustee
shall promptly transfer all property held by it with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates, subject to the lien provided for in Section 7.07. No successor
Trustee with respect to Securities of any series shall accept appointment as
provided in this Section 7.08 unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under the provisions of
Section 7.10.

SECTION 7.09. Successor Trustee by Merger, etc. If the Trustee
consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation
without any further act shall be the successor Trustee.

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

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

ARTICLE 8

DISCHARGE OF INDENTURE AND SECURITIES

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Securities of such series (except as to (i) rights of registration of transfer
and exchange, and the Issuers' right of optional redemption, if any, (ii)
substitution of apparently mutilated, defaced, destroyed, lost or stolen
Securities, (iii) rights of the Holders to receive payments of principal
thereof and interest thereon from the trust fund established pursuant to
Section 8.02, and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, from the trust fund established pursuant to Section
8.02, (iv) the rights, obligations and immunities of the Trustee hereunder, (v)
the rights of the Securityholders of such series as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them, (vi) all other obligations of the Issuers in Sections 2.03, 2.04, 2.05,
2.06, 2.07, 7.07, 7.08 and 8.06 and (vii) the Issuers' rights pursuant to
Sections 7.08, 8.05 and 8.06), and the Trustee, on demand of the Issuers
accompanied by an Officers' Certificate and an Opinion of Counsel and at the
cost and expense of the Issuers, shall execute proper instruments acknowledging
such satisfaction of and discharging this Indenture with respect to Securities
of such series. The Issuers agree to reimburse the Trustee for any costs or
expenses thereafter reasonably and properly incurred and to compensate the
Trustee for any services thereafter reasonably and properly rendered by the
Trustee in connection with this Indenture or the Securities of such series.

SECTION 8.02. Defeasance. For purposes of Section 8.01, the Issuers
shall be deemed to have paid the Principal of and interest on Securities of any
series outstanding hereunder as and when the same shall have become due and
payable, if the Issuers shall have irrevocably deposited or caused to be
deposited in trust with the Trustee funds in cash and/or U.S. Government
Obligations sufficient without reinvestment thereof to provide for timely
payment of Principal of and interest on the Securities of such series to Stated
Maturity or redemption, as the case may be, not theretofore delivered to the
Trustee for cancellation; provided, however, that (i) in order to have money
available on a payment date to pay principal or interest on the Securities of
such series, the U.S. Government Obligations shall be payable as to principal
and interest on or before such payment date in such amounts as will provide the
necessary money; and (ii) the Issuers shall obtain an Opinion of Counsel (which
may be based on a ruling from, or published by, the Internal Revenue Service)
to the effect that Holders of the Securities of that series will not recognize
income, gain or loss for federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to federal income tax on
the same amounts and in the same manner and at the same times, as would have
been the case if such deposit, defeasance and discharge had not occurred; and
provided, further, however, that notwithstanding the foregoing, with respect to
any series of Securities which shall at the time be listed for trading on The
New York Stock Exchange, there shall be no deposit of funds in cash and/or in
U.S. Government Obligations with the Trustee to pay the principal amount, the
redemption price or any installment of interest in order to discharge the
Issuers' obligation in respect of any such payment if at such time the rules of
The New York Stock Exchange prohibit such deposit with the Trustee.

SECTION 8.03. Satisfaction and Discharge of Securities. Securities
of a series shall be deemed to have been paid in full as between the Issuers
and the respective Holders (and future Holders) of Securities of such series
upon the satisfaction and discharge of the Indenture with respect to Securities
of such series pursuant to Section 8.01, except that in the case of such
satisfaction and discharge as a result of compliance with Section 8.02, the
Securities of such series shall be deemed to have been paid in full as between
the Issuers and the respective Holders (and future Holders) of Securities of
such series only if the deposit in trust with the Trustee by the Issuers of the
funds in cash and/or U.S. Government Obligations as provided in Section 8.02 is
not subsequently deemed a preference under the United States Bankruptcy Code as
then in effect.

SECTION 8.04. Application by Trustee of Money or U.S. Government
Obligations. Subject to Section 8.06, all money or U.S. Government Obligations
deposited with the Trustee pursuant to Section 8.02 shall be held in trust and
applied by it to the payment, either directly or through the Paying Agent to
the Holders of the particular Securities of such series for the payment or
redemption of which such money or U.S. Government Obligations shall have been
deposited with the Trustee, of all sums due and to become due thereon for
principal and interest.

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Government Obligations then held by the Paying Agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Issuers, be paid or delivered to the Trustee and thereupon the Paying Agent
shall be released from all further liability with respect to such money or U.S.
Government Obligations.

SECTION 8.06. Return of Money, Securities or U.S. Government
Obligations. The Trustee and the Paying Agent shall promptly pay to the
Issuers upon request any excess money, U.S. Government Obligations or
Securities held by them at any time. Any money or U.S. Government Obligations
deposited with or paid to the Trustee or the Paying Agent for the payment of
the Principal of, or interest on any Security of any series and not applied but
remaining unclaimed for two years after the date upon which such Principal or
interest shall become due and payable, shall, upon the request of the Issuers
and unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property laws, be repaid or delivered to the Issuers by
the Trustee for such series or by the Paying Agent, and the Holder of the
Security of such series shall, unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property laws,
thereafter look only to the Issuers for any payment which such Holder may be
entitled to collect, and all liability of the Trustee or the Paying Agent with
respect to such money or U.S. Government Obligations shall thereupon cease.

ARTICLE 9

AMENDMENTS

SECTION 9.01. Without Consent of Holders. The Issuers and the
Trustee may amend this Indenture or the Securities without the consent of any
Securityholder:

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

(2) to comply with Section 5.01;

(3) to add additional covenants;

(4) to establish the form or forms or terms with respect
to Securities of any additional series as permitted by Section 2.01;

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

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

SECTION 9.02. With Consent of Holders. The Issuers and the Trustee
may amend this Indenture in a manner affecting the Securities of any series, or
may amend the Securities of such series, with the written consent of the
Holders of at least a majority in principal amount of the Securities of such
series. However, without the consent of each Securityholder affected, an
amendment under this Section may not:

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

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

(3) reduce the Principal of (or, in the case of Original
Issue Discount Securities, the amount of such Securities that would be
due and payable upon acceleration of the Maturity thereof pursuant to
Section 6.02), change the Stated Maturity of or reduce the amount
payable on redemption of or otherwise alter the requirements with
respect to the mandatory redemption of any Security;

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

(5) make any change in Section 6.04 or 6.07 or this
Section 9.02.

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

SECTION 9.03. Compliance with Trust Indenture Act. Every amendment
to this Indenture or the Securities shall be set forth in a supplemental
indenture that complies with the Trust Indenture Act of 1939 as then in effect.

SECTION 9.04. Effect of Consents. A consent to an amendment or
waiver by a Holder of a Security is effective upon delivery to the Trustee and
is a continuing consent by the Holder and every subsequent Holder of a Security
or portion of a Security that evidences the same debt as the consenting
Holder's Security, even if notation of the consent is not made on any Security;
however, any such Holder or subsequent Holder may revoke the consent as to his
Security or portion of a Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. An
amendment or waiver becomes effective in accordance with its terms and
thereafter binds every Securityholder, except to the extent each Securityholder
affected must consent and such Securityholder did not do so.

SECTION 9.05. Notation on or Exchange of Securities. The Trustee may
place an appropriate notation about an amendment or waiver on any Security
thereafter authenticated. The Issuers in exchange for all Securities may issue
and the Trustee shall authenticate new Securities that reflect the amendment or
waiver.

SECTION 9.06. Trustee Protected. The Trustee need not sign any
supplemental indenture that adversely affects its rights.

ARTICLE 10

MISCELLANEOUS

SECTION 10.01. Trust Indenture Act Controls. If any provision of
this Indenture limits, qualifies or conflicts with another provision that is
deemed to be included in this Indenture by the TIA, the required provision
shall control. The provisions of TIA Section Section 310 through 317 that
impose duties on any person (including the provisions automatically deemed
included herein unless expressly excluded by this Indenture) are a part of and
govern this Indenture whether or not physically contained herein.

SECTION 10.02. Notices. Any notice or communication by the Issuers
or the Trustee to the other shall be in writing and shall be delivered in
person or mailed by first-class mail to the other's address stated in Section
10.11; provided, however, that any such notice shall be deemed duly given when
such notice is received by the Issuers or the Trustee, as the case may be. The
Issuers or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.

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<PAGE> 30
Any notice or communication to a Securityholder shall be mailed by
first-class mail to his address shown on the Security Register. Failure to
mail a notice or communication to a Securityholder or any defect in a notice
shall not affect the sufficiency thereof with respect to any other
Securityholders.

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

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

SECTION 10.03. Communications by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Issuers, the Trustee, the Registrar and anyone else affected
shall be entitled to the protection of TIA Section 312(c).

SECTION 10.04. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Issuers to the Trustee to take any
action under this Indenture, the Issuers shall furnish to the Trustee:

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

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

SECTION 10.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

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

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

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

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

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

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<PAGE> 31
Issuers), or firm of accountants, unless such Officer or counsel, as the case
may be, knows that the certificate or opinion or representation with respect to
the accounting matters upon which the certificate, statement or opinion may be
based as aforesaid is erroneous, or in the exercise of reasonable care should
know that the same is erroneous. Any certificate or opinion of any independent
firm of public accountants filed with the Trustee shall contain a statement
that such firm is independent.

SECTION 10.06. Rules by Trustee and Agents. The Trustee may make
reasonable rules for action by written consent or at a meeting of Holders of
Securities of any series. The fact and date of the execution of a written
consent or other writing by any such person shall be established in accordance
with the procedures specified in such reasonable rules, and the ownership of
Securities of any series shall be established by the Security Register for such
series maintained by the Registrar. The Registrar or Paying Agent may make
reasonable rules and set reasonable requirements for its functions.

SECTION 10.07. Legal Holidays. A "Legal Holiday" is a Saturday, a
Sunday or a day on which banking institutions in any place of payment are not
required to be open. If a payment date with respect to a particular series of
Securities is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

SECTION 10.08. No Recourse Against Others. No person shall have any
recourse under or upon any obligation or agreement of the Issuers under this
Indenture or the Securities of any series or because of any debt evidenced by
the Securities of any series against any stockholder, officer, employee or
director, as such, of any of the Issuers. By accepting a Security of any
series, each Holder waives and releases all such liability as a part of the
consideration for the issuance thereof.

SECTION 10.09. Interest Limitation. If any usury law now or at any
time hereafter in force shall be applicable to this Indenture or the Securities
of any series or any other document or instrument related hereto or thereto, it
is the intention of the Issuers and the Trustee to conform strictly to any such
usury laws and any subsequent revisions or repeals thereof. In furtherance
thereof, the Issuers and the Trustee stipulate and agree that none of the terms
and provisions contained in this Indenture or the Securities of any series or
any other document or instrument related hereto or thereto shall ever be
construed to give rise to a contract or obligation to pay interest in excess of
the maximum amount permitted to be contracted for, taken, reserved, charged,
collected or received under any applicable law.

SECTION 10.10. Duplicate Originals. The parties may sign any number
of copies of this Indenture. One signed copy is enough to prove this
Indenture.

SECTION 10.11. Addresses.

The Issuers' address is:

MESA Inc.
Mesa Operating Co.
2001 Ross Avenue, Suite 2600
Dallas, Texas 75201
Attention: Treasurer

The Trustee's address is:

{TO COME}

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<PAGE> 32
SECTION 10.12. Record Date for Action by Securityholders. The
Issuers (or, if a deposit has been made pursuant to Section 8.02 or if an Event
of Default has occurred, the Trustee) may set a record date for purposes of
determining the identity of Holders entitled to vote or consent to any action
by vote or consent authorized or permitted under this Indenture, which record
date shall be no later than ten days nor more than 30 days prior to the first
solicitation of such vote or consent or the date of the most recent list of
Holders furnished to the Trustee pursuant to Section 2.05 hereof prior to such
solicitation. If a record date is fixed, those persons who were Holders of
Securities at such record date (or their duly designated proxies), and only
those persons, shall be entitled to take such action by vote or consent or to
revoke any vote or consent previously given, whether or not such persons
continue to be Holders after such record date.

SECTION 10.13. Governing Law. The laws of the State of New York
shall govern the construction and interpretation of this Indenture and the
Securities, without regard to principles of conflicts of laws. The Issuers
irrevocably submit to the non-exclusive jurisdiction of any United States
federal or New York state court sitting in The City of New York in any action
or proceeding arising out of or relating to this Indenture or the Securities,
and the Issuers irrevocably agree that all claims in respect of such action or
proceeding may be heard and determined in any such court.

SECTION 10.14. Payments for Consent. None of the Issuers shall,
directly or indirectly, pay or cause to be paid, or cause any of their
Affiliates to pay or cause to be paid, any consideration, whether by way of
interest, fee or otherwise, to any Holder for or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Securities, unless such consideration is offered to be paid to
all Holders whose consent, waiver or agreement to amend is required for the
Issuers to effect such consent, waiver or amendment.

SECTION 10.15. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

SECTION 10.16. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt
agreement of any of the Issuers or their respective Subsidiaries. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 10.17. Severability. In case any provision in this Indenture
or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby, and a Holder shall have no claim therefor against
any party hereto.

SECTION 10.18. Successors. All agreements of the Issuers in this
Indenture and the Securities shall bind their successors. All agreements of
the Trustee in this Indenture shall bind its successor.

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<PAGE> 33
IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and all as of the day and year first above
written.

MESA INC.

By______________________________________
{Name}
{Title}

MESA OPERATING CO.

By______________________________________
{Name}
{Title}

{NAME OF TRUSTEE}

By______________________________________
{Name}
{Title}

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<PAGE> 1
EXHIBIT 4.2

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

MESA INC.
and
MESA OPERATING CO,
Issuers

AND

__________________________,
Trustee

____________________

SUBORDINATED INDENTURE

Dated as of _____ __, 1994

____________________

Unsecured Subordinated Debentures, Notes and Other
Evidences of Indebtedness

================================================================================
<PAGE> 2
CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA Section Indenture Section
- ----------- -----------------
<S> <C>
310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.08; 7.10; 10.02
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.05
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.03
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.03
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
(b)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.02
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.02; 4.05; 11.02
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.04
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.04
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.05
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(b)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.05; 11.02
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(a)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01(c)
(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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.12
317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.08
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.09
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.04
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.01
</TABLE>

N.A. means Not Applicable.

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TABLE OF CONTENTS
<TABLE>
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ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Other Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 1.03. Incorporation by Reference of Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 1.04. Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE 2

THE SECURITIES

SECTION 2.01. Form and Dating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.02. Execution and Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.03. Registrar and Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 2.04. Paying Agent to Hold Money in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 2.05. Securityholder Lists . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 2.06. Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2.07. Replacement Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2.08. Outstanding Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2.09. Treasury Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2.10. Temporary Securities; Global Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2.11. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.12. Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE 3

REDEMPTION; SINKING FUND

SECTION 3.01. Notices to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 3.02. Selection of Securities to be Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 3.03. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 3.04. Effect of Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 3.05. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 3.06. Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 3.07. Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 3.08. Terms of Securities to Govern . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE 4

COVENANTS

SECTION 4.01. Payment of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 4.02. SEC Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 4.03. Certificate to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 4.04. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 4.05. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>

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<S> <C>
ARTICLE 5

SUCCESSORS

SECTION 5.01. When Issuers May Merge, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE 6

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 6.02. Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.03. Other Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.04. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.05. Control by Majority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 6.06. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 6.07. Rights of Holders to Receive Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 6.08. Collection Suit by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 6.09. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 6.10. Priorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 6.11. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE 7

TRUSTEE

SECTION 7.01. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 7.02. Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 7.03. Individual Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 7.04. Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 7.05. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 7.06. Reports by Trustee to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 7.07. Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 7.08. Replacement of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 7.09. Successor Trustee by Merger, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 7.10. Eligibility, Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 7.11. Preferential Collection of Claims Against Issuers . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE 8

DISCHARGE OF INDENTURE AND SECURITIES

SECTION 8.01. Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 8.02. Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 8.03. Satisfaction and Discharge of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 8.04. Application by Trustee of Money or U.S. Government Obligations . . . . . . . . . . . . . . . . 23
SECTION 8.05. Repayment of Money or U.S. Government Obligations by Paying Agent . . . . . . . . . . . . . . . 23
SECTION 8.06. Return of Money, Securities or U.S. Government Obligations . . . . . . . . . . . . . . . . . . 23
</TABLE>

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ARTICLE 9

AMENDMENTS

SECTION 9.01. Without Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 9.02. With Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 9.03. Compliance with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 9.04. Effect of Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 9.05. Notation on or Exchange of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 9.06. Trustee Protected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE 10

SUBORDINATION OF THE SECURITIES

SECTION 10.01. Subordination to Senior Debt of the Issuers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 10.02. Permitted and Prohibited Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 10.03. Rights of Holders of Senior Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 10.04. Renewals and Extensions of Senior Debt of the Issuers . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 10.05. Obligation of Issuers to Pay Securities Not to be Impaired . . . . . . . . . . . . . . . . . . . . . 27
SECTION 10.06. Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice . . . . . . . . . . . . . . 28
SECTION 10.07. Application by Trustee of Monies Deposited With It . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 10.08. Securityholders Authorize Trustee to Effectuate Subordination of Securities . . . . . . . . . . . . 28
SECTION 10.09. Right of Trustee to Hold Senior Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 10.10. Article 10 Not to Prevent Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 10.11. No Fiduciary Duty Created to Holders of Senior Debt of the Issuers . . . . . . . . . . . . . . . . . 29
SECTION 10.12. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 10.13. Article Applying to Paying Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE 11

MISCELLANEOUS

SECTION 11.01. Trust Indenture Act Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 11.02. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 11.03. Communications by Holders with Other Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 11.04. Certificate and Opinion as to Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 11.05. Statements Required in Certificate or Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 11.06. Rules by Trustee and Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 11.07. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 11.08. No Recourse Against Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 11.09. Interest Limitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 11.10. Duplicate Originals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 11.11. Addresses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 11.12. Record Date for Action by Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 11.13. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 11.14. Payments for Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
</TABLE>

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SECTION 11.15. Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 11.16. No Adverse Interpretation of Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 11.17. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 11.18. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
</TABLE>

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<PAGE> 7
SUBORDINATED INDENTURE, dated as of ____ __, 1994, among MESA INC., a
corporation incorporated and existing under the laws of the State of Texas, and
MESA OPERATING CO., a corporation incorporated and existing under the laws of
the State of Delaware (collectively, the "Issuers"), and
__________________________, a ____________________________ (the "Trustee").

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

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

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

"Agent" means any Registrar or Paying Agent.

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

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

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

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

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

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

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

"Indenture" means this Subordinated Indenture as amended or
supplemented from time to time pursuant to the applicable provisions of this
Indenture, and shall include the form and terms of each particular series of
Securities established pursuant to Section 2.01 hereof.

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

"Obligations" means all principal, interest, premiums, penalties, fees
and other liabilities payable under the documentation governing any liability.

"Officers' Certificate" means a certificate signed by two Officers of
each of the Issuers.

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

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

"Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. Such counsel may be an employee of or
counsel to the Trustee or the Issuers.

"Original Issue Discount Security" means any Security which provides
for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the Stated Maturity thereof
pursuant to Section 6.02.

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

"Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 2.01.

"Representative" means the indenture trustee or other trustee, agent
or representative for any holder of Senior Debt.

"SEC" means the Securities and Exchange Commission.

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

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

"Senior Debt" shall have the meaning given to such term in the Board
Resolution or indenture supplemental hereto pursuant to which Securities may be
issued in accordance with Section 2.01.

"Senior Debt Default" when used with respect to an Issuer means any
default in the payment of the principal of or sinking fund installments, if
any, due with respect to, fees in respect of or interest on, any Senior Debt of
such Issuer or any default, or any event which, with notice or lapse of time or
both, would constitute a default, in any other agreement, term or condition
contained in any agreement under which any Senior Debt of such Issuer is issued
or secured.

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<PAGE> 10
a corporation) in which the Company, one or more Subsidiaries or the Company
and one or more Subsidiaries, directly or indirectly, at the date of
determination thereof, have at least a majority beneficial ownership interest.

"Trust Officer" means the Chairman of the Board, the President or any
other officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

SECTION 1.02. Other Definitions.
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DEFINED IN
TERM SECTION
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"Bankruptcy Law" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01
"Custodian" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01
"Event of Default" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01
"Legal Holiday" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.07
"Paying Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.03
"Registrar" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.03
"Security Register" . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.03
</TABLE>

SECTION 1.04. Rules of Construction. Unless the context otherwise
requires:

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

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

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<PAGE> 11
(3) "or" is not exclusive;

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

(5) provisions apply to successive events and
transactions.

ARTICLE 2

THE SECURITIES

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

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

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

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

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

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<PAGE> 12
(7) the period or periods within which, the price or
prices at which, and the terms and conditions upon which Securities of
such series may be redeemed, in whole or in part, at the option of the
Issuers;

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

(11) any covenants of the Issuers, for the benefit of the
Holders of Securities of such series, in addition to those set forth
in Article 4;

(12) any Events of Default with respect to the Securities
of such series in addition to those set forth in Section 6.01;

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

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

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

(16) the definition of the term "Senior Debt" as used in
this Indenture;

(17) whether the proviso to Section 10.02(a) shall apply
to the Securities, and if so the duration of the period referenced in
such proviso; and

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

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

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

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

_________________________, as Trustee

By:_________________________
Authorized Signatory

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

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

(1) certified copies of the charter and bylaws of each of
the Issuers;

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

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

(4) an Opinion of Counsel, which shall state

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

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If all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate or the
Opinion of Counsel otherwise required pursuant to Section 2.01 and this Section
2.02 at or prior to the time of authentication of each Security of such series
if such documents have been delivered at or prior to the authentication upon
original issuance of the first Security of such series.

SECTION 2.03. Registrar and Paying Agent. The Issuers shall maintain
an office or agency where Securities may be presented to the registrar
("Registrar") for registration of transfer or for exchange and an office or
agency where Securities may be presented to the paying agent ("Paying Agent")
for payment; provided, however, that at the option of the Issuers payment of
interest may be made by check mailed on or before the due date to the address
of the person entitled thereto as such address shall appear in the register of
the Securities provided for in this Section. The Registrar shall keep a
register of the Securities (the "Security Register") and of their transfer and
exchange. The Issuers may appoint one or more co-registrars and one or more
additional paying agents with respect to any one or more series. The
"Registrar" includes any co-registrar and the term "Paying Agent" includes any
additional paying agent. The Issuers shall notify the Trustee of the name and
address of any Registrar or Paying Agent not a party to this Indenture. If the
Issuers fail to maintain a Registrar or Paying Agent for the Securities, the
Trustee shall act as such. The Issuers initially appoint the Trustee as Paying
Agent and Registrar.

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SECTION 2.06. Transfer and Exchange. Subject to the provisions of
Section 2.10, where Securities are presented to the Registrar with a request to
register transfer or to exchange them for an equal principal amount of
Securities of the same series of other denominations, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met. The Registrar shall not be required to register the
transfer or exchange of (i) Securities of any series during a 15-day period
beginning at the opening of business 15 days before the day of mailing of a
redemption notice pursuant to Section 3.03 with respect to Securities of such
series or (ii) any Security selected for redemption in whole or in part, except
the unredeemed portion of a Security redeemed in part. To permit registration
of transfer and exchanges, the Trustee shall authenticate Securities at the
Registrar's request. No service charge shall be made to any Securityholder for
any transfer or exchange of Securities, except that the Issuers may require
payment of a sum sufficient to cover any tax or other governmental charge which
may be imposed in relation to any such transfer or exchange, other than
exchanges pursuant to Section 2.10, 3.06 or 9.05. Notwithstanding the
foregoing, Securities of a series may be exchanged only for Securities of the
same series having identical terms.

Every replacement Security is an additional obligation of the Issuers.

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

If Securities are considered paid under Section 4.01, they cease to be
outstanding and interest on them ceases to accrue.

Subject to the provisions of Section 2.09, a Security does not cease
to be outstanding because an Issuer or an Affiliate of an Issuer holds the
Security.

SECTION 2.09. Treasury Securities. In determining whether the
Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by an Issuer or an Affiliate of
an Issuer shall be disregarded and deemed not to be outstanding for the
purposes of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which the Trustee knows are so owned shall be so
disregarded.

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<PAGE> 16
of the Issuers, authenticate and deliver one or more Global Securities in
temporary or permanent form that (i) shall represent and shall be denominated
in an amount equal to the aggregate principal amount of the outstanding
Securities of such series to be represented by one or more Global Securities,
(ii) shall be registered in the name of the Depositary for such Global Security
or Securities or the nominee of such Depositary, (iii) shall be delivered by
the Trustee to such Depositary or pursuant to such Depositary's instruction and
(iv) shall bear any customary legend reasonably required by the Depositary and
shall further bear a legend substantially to the following effect: "Unless and
until it is exchanged in whole or in part for Securities in definitive form,
this Security may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary."

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

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<PAGE> 17
(i) to each person specified by the Depositary, a new
Security or Securities of the same series of any authorized
denomination as requested by such person in an aggregate principal
amount equal to and in exchange for such person's beneficial interest
in the Global Security; and

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

ARTICLE 3

REDEMPTION; SINKING FUND

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<PAGE> 18
documentation and records as shall enable the Trustee to select the Securities
to be redeemed pursuant to Section 3.02.

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

(1) the redemption date;

(2) the redemption price;

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

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

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

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

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

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SECTION 3.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Trustee shall authenticate for the
Holder a new Security of the same series, having terms identical to those of
the Securities surrendered, equal in principal amount to the unredeemed portion
of the Security surrendered.

Not less than 45 days prior to each sinking fund payment date (unless
a shorter notice shall be satisfactory to the Trustee) for any particular
series of Securities (or, where the sinking fund provisions of the Securities
within such series are not identical, for the Securities of such series having
identical sinking fund provisions), the Issuers will give written notice to the
Trustee of the amount of the next succeeding sinking fund payment (including
any optional sinking fund payment which is permitted to be made by the terms of
the Securities) for that series pursuant to the terms of that series (or, if
applicable, for such Securities pursuant to the terms of such Securities), the
portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by crediting Securities
against the required sinking fund payment pursuant to the preceding paragraph
of this Section and will also deliver to the Trustee any Securities to be so
credited. The Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 3.02 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Issuers in the manner provided in Section 3.03. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 3.04 and 3.06.

ARTICLE 4

COVENANTS

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

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

ARTICLE 5

SUCCESSORS

SECTION 5.01. When Issuers May Merge, etc. Neither Issuer shall
consolidate or merge into, or sell, assign, transfer or lease all or
substantially all of its assets to, any person unless:

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

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

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<PAGE> 21
(3) immediately after the transaction no Default shall
exist; and

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

ARTICLE 6

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default. An "Event of Default" with respect
to Securities of any series occurs if:

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

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

(3) an Issuer fails to comply with any of its other
agreements with respect to Securities of such series or this Indenture
(other than a covenant included in this Indenture solely for the
benefit of any series of Securities other than such series or a
covenant which has not been breached with respect to such series),
which Default continues for a period of 30 days after notice of such
Default is given to the Issuers by the Trustee or the Holders of at
least 25% in principal amount of the Securities of such series;

(5) an Issuer or any Material Subsidiary pursuant to or
within the meaning of any Bankruptcy Law:

(a) commences a voluntary case;

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

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

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

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

(a) is for relief against an Issuer or any
Material Subsidiary in an involuntary case;

(b) appoints a Custodian of an Issuer or any
Material Subsidiary or for all or substantially all of the
property of such Issuer or such Material Subsidiary; or

(c) orders the liquidation of an Issuer or any
Material Subsidiary, and the order or decree remains unstayed
and in effect for 90 days; or

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

SECTION 6.02. Acceleration. If an Event of Default with respect to
the Securities of any series occurs and is continuing, the Trustee by notice to
the Issuers, or the Holders of at least 25% in principal amount of the
Securities of that series by notice to the Issuers and the Trustee, may declare
the principal (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of and accrued interest on all the Securities of that
series to be due and payable immediately. Upon such declaration, the principal
(or specified amount) of and accrued interest on all the Securities of that
series shall be due and payable immediately. The Holders of a majority in
principal amount of the Securities of that series by notice to the Trustee and
the Issuers may rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of
Default with respect to the Securities of that series have been cured or waived
except nonpayment of principal or interest that has become due solely because
of the acceleration.

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conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on it with respect to the Securities of such
series. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture, is unduly prejudicial to the rights of another
Securityholder of such series or any other series, or would involve the Trustee
in personal liability.

SECTION 6.06. Limitation on Suits. A Holder of Securities of any
series may pursue a remedy with respect to this Indenture or the Securities
only if:

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

(2) the Holders of a majority in principal amount of the
Securities of that series make a written request to the Trustee to
pursue the remedy;

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

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

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

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

SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding
any other provision of this Indenture (but without abrogating the provisions of
Article 10), the right of any Holder of a Security to receive payment of
principal of and interest on the Security, on or after the respective due dates
expressed in the Security, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of the Holder.

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

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

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

Third: to the Issuers.

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

ARTICLE 7

TRUSTEE

SECTION 7.01. Duties of Trustee.

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

(1) the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others; and

(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 paragraph does not limit the effect of paragraph
(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.

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

(e) The Trustee may refuse to perform any duty or exercise any
right or power unless it receives indemnity satisfactory to it against any
loss, liability or expense.

SECTION 7.02. Rights of Trustee.

(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.

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SECTION 7.07. Compensation and Indemnity. The Issuers shall pay to
the Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Issuers shall reimburse the Trustee upon
request for all reasonable expenses incurred by it. Such expenses shall
include the reasonable compensation and expenses of the Trustee's agents and
counsel.

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

The Issuers' obligation to compensate the Trustee and to pay and
reimburse the Trustee for such expenses, disbursements and advances pursuant to
the provisions of this Section 7.07 shall not be subordinate to the payment of
Senior Debt pursuant to Article 10.

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

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

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

(4) the Trustee becomes incapable of acting.

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in principal amount of the Securities of each series may appoint a successor
Trustee with respect to the Securities of their respective series to replace
the successor Trustee for the Securities of such series appointed by the
Issuers.

In case of the appointment of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Issuers, the retiring
Trustee and each successor Trustee with respect to the Securities of one or
more series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (ii) if the retiring Trustee is not retiring with respect to all
series of Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee, with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring, shall continue to be
vested in the retiring Trustee and (iii) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and the successor Trustee shall have all the rights, powers and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates. The successor
Trustee shall mail a notice of its succession to the Holders of all Securities
of that or those series to which the appointment of such successor Trustee
relates. The retiring Trustee shall promptly transfer all property held by it
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates, subject to the lien provided for in Section
7.07. No successor Trustee with respect to Securities of any series shall
accept appointment as provided in this Section 7.08 unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under the
provisions of Section 7.10.

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of condition or shall be a wholly-owned subsidiary of a bank, a trust company
or a bank holding company having, together with its subsidiaries, a reported
combined capital and surplus of at least $25,000,000. The Trustee is subject
to TIA Section 310(b), including the optional provision permitted by the
second sentence of TIA Section 310(b)(9); it being understood that for the
purposes of this Indenture, with respect to Securities of any series, the
provisions of TIA Section 310(b) with respect to conflicting interests
relating to "other securities" shall be interpreted to include Securities of
each other series and with respect to "other indentures" shall include the
provisions of this Indenture relating to the Securities of such other series.

ARTICLE 8

DISCHARGE OF INDENTURE AND SECURITIES

SECTION 8.01. Satisfaction and Discharge of Indenture. If at any
time (a) the Issuers shall have paid or caused to be paid the principal of and
interest on all the Securities of any series outstanding hereunder, as and when
the same shall have become due and payable, or (b) the Issuers shall have
delivered to the Trustee for cancellation all Securities of any series
theretofore authenticated (other than any Securities of such series which shall
have been destroyed, lost or stolen and which shall have been replaced as
provided in Section 2.07 or paid), and if, in any such case, the Issuers shall
also pay or cause to be paid all other sums payable hereunder by the Issuers
with respect to Securities of such series, then this Indenture shall cease to
be of further effect with respect to Securities of such series (except as to
(i) rights of registration of transfer and exchange, and the Issuers' right of
optional redemption, if any, (ii) substitution of apparently mutilated,
defaced, destroyed, lost or stolen Securities, (iii) rights of the Holders to
receive payments of principal thereof and interest thereon from the trust fund
established pursuant to Section 8.02, and remaining rights of the Holders to
receive mandatory sinking fund payments, if any, from the trust fund
established pursuant to Section 8.02, (iv) the rights, obligations and
immunities of the Trustee hereunder, (v) the rights of the Securityholders of
such series as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them, (vi) all other obligations of
the Issuers in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 7.07, 7.08 and 8.06 and
(vii) the Issuers' rights pursuant to Sections 7.08, 8.05 and 8.06), and the
Trustee, on demand of the Issuers accompanied by an Officers' Certificate and
an Opinion of Counsel and at the cost and expense of the Issuers, shall execute
proper instruments acknowledging such satisfaction of and discharging this
Indenture with respect to Securities of such series. The Issuers agree to
reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred and to compensate the Trustee for any services thereafter
reasonably and properly rendered by the Trustee in connection with this
Indenture or the Securities of such series.

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times, as would have been the case if such deposit, defeasance and discharge
had not occurred; and provided, further, however, that notwithstanding the
foregoing, with respect to any series of Securities which shall at the time be
listed for trading on The New York Stock Exchange, there shall be no deposit of
funds in cash and/or in U.S. Government Obligations with the Trustee to pay the
principal amount, the redemption price or any installment of interest in order
to discharge the Issuers' obligation in respect of any such payment if at such
time the rules of The New York Stock Exchange prohibit such deposit with the
Trustee.

SECTION 8.05. Repayment of Money or U.S. Government Obligations by
Paying Agent. In connection with the satisfaction and discharge of this
Indenture with respect to Securities of any series, all money or U.S.
Government Obligations then held by the Paying Agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Issuers, be paid or delivered to the Trustee and thereupon the Paying Agent
shall be released from all further liability with respect to such money or U.S.
Government Obligations.

ARTICLE 9

AMENDMENTS

SECTION 9.01. Without Consent of Holders. The Issuers and the
Trustee may amend this Indenture or the Securities without the consent of any
Securityholder:

(1) to cure any ambiguity, defect or inconsistency or to
make such provisions with respect to matters or questions arising
under this Indenture as may be necessary or desirable and not
inconsistent

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with this Indenture or with any indenture supplemental hereto or any
Board Resolution establishing any series of Securities, provided that
such amendment does not adversely affect the rights of
Securityholders;

(2) to comply with Section 5.01;

(3) to add additional covenants;

(4) to establish the form or forms or terms with respect
to Securities of any additional series as permitted by Section 2.01;

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

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

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

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

(5) make any change in Section 6.04 or 6.07 or this
Section 9.02; or

(6) modify the provisions of Article 10 in a manner
adverse to the Holders.

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

An amendment under this Section may not make any change that adversely
affects the rights under Article 10 of any holder of an issue of Senior Debt of
any Issuer unless the holders of that issue, pursuant to its terms, consent to
the change.

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SECTION 9.04. Effect of Consents. A consent to an amendment or
waiver by a Holder of a Security is effective upon delivery to the Trustee and
is a continuing consent by the Holder and every subsequent Holder of a Security
or portion of a Security that evidences the same debt as the consenting
Holder's Security, even if notation of the consent is not made on any Security;
however, any such Holder or subsequent Holder may revoke the consent as to his
Security or portion of a Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. An
amendment or waiver becomes effective in accordance with its terms and
thereafter binds every Securityholder, except to the extent each Securityholder
affected must consent and such Securityholder did not do so.

SECTION 9.06. Trustee Protected. The Trustee need not sign any
supplemental indenture that adversely affects its rights.

ARTICLE 10

SUBORDINATION OF THE SECURITIES

SECTION 10.01. Subordination to Senior Debt of the Issuers.

The Securities shall be subordinate and junior in right of payment to
all Senior Debt of any Issuer as hereinafter provided in this Article 10. The
Issuers agree that such subordination is for the benefit of the holders of
Senior Debt of the Issuers.

SECTION 10.02. Permitted and Prohibited Payments.

(a) No part of the obligation to make any payment on the
Securities shall have any claim to the assets of an Issuer on a parity with or
prior to the claim of the Senior Debt of such Issuer. In the event and during
the continuation of any Senior Debt Default in respect of the Senior Debt of
any Issuer, no payment shall be made on the Securities (including any deposit
pursuant to Article 8 and any payment in respect of any repurchase, redemption
or other retirement of any Securities) unless and until such Senior Debt
Default shall have been remedied or waived, nor shall any such payment
(including any deposit pursuant to Article 8 and any payment in respect of any
repurchase, redemption or other retirement of any Securities) be made if after
giving effect, as if paid, to such payment, any Senior Debt Default of any
Issuer would exist; provided that with respect to a Senior Debt Default in
respect of the Senior Debt of any Issuer, other than a default in the payment
of the principal (including mandatory prepayments) of Obligations in respect of
or interest on, Senior Debt of such Issuer, and if specified by the Issuers in
a Board Resolution or indenture supplemental hereto adopted or entered into
pursuant to Section 2.01, nothing in this Section 10.02(a) shall prevent any
regularly scheduled payment of principal or interest on the Securities as and
when the same shall become due and payable in accordance with their terms by
such Issuer for the period to be specified in such Board Resolution or
indenture supplemental hereto.

(b) In the event of any distribution, division or application,
partial or complete, voluntary or involuntary, by operation of law or
otherwise, of all or any part of the property, assets or business of any Issuer
or the proceeds thereof, to any creditor or creditors of such Issuer or upon
any Debt of such Issuer by reason of any liquidation, dissolution or other
winding up of such Issuer or its business or by reason of any sale,
receivership, insolvency or bankruptcy proceedings or assignment for the
benefit of creditors or any proceeding by or against such Issuer for any relief
under any bankruptcy, reorganization or insolvency law or laws, federal or
state, or any law, federal or state, relating to the relief of debtors,
readjustment of indebtedness, reorganization, composition or

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extension, or in the event of the occurrence and during the continuation of any
Senior Debt Default in respect of the Senior Debt of any of the Issuers (except
for any period during which payments in respect of the Securities may be made
notwithstanding the continuation of a Senior Debt Default, as set forth in
Section 10.02(a) above), then and in any such event, any payment or
distribution of any kind or character, whether in cash, property or securities
which, but for the subordination provisions set forth herein, would otherwise
be payable or deliverable upon or in respect of the Securities by such Issuer
shall, subject to Section 10.03(b), instead be paid over or delivered to the
holders of Senior Debt of such Issuer or their Representative or
Representatives for the equal and ratable benefit of the holders of Senior Debt
of such Issuer for application on account of the Senior Debt of such Issuer,
and the Holders shall not receive or retain any such payment or distribution or
any benefit therefrom until the Senior Debt of such Issuer is paid in full in
cash.

SECTION 10.03. Rights of Holders of Senior Debt.

(a) Should any payment or distribution or security or the proceeds
of any thereof be collected or received by the Trustee or any Holder from any
Issuer in respect of the Securities prior to the payment in full of the Senior
Debt of such Issuer, and such collection or receipt is prohibited hereunder,
the Trustee or such Holder, as the case may be, will forthwith deliver the same
to the Representative of the holders of the Senior Debt of such Issuer for the
equal and ratable benefit of the holders of the Senior Debt of such Issuer in
precisely the form received (except for the endorsement or the assignment of or
by the Trustee or such Holder, as the case may be, where necessary) for
application to payment of all Senior Debt of such Issuer in full, after giving
effect to any concurrent payment or distribution to the holders of the Senior
Debt of such Issuer and, until so delivered, the same shall be held in trust by
the Trustee or such Holder, as the case may be, as the property of the holders
of the Senior Debt of such Issuer.

All of the rights of the holders of the Senior Debt of any Issuer set
forth in the first paragraph of this Section 10.03(a) may be exercised by any
Representative or Representatives on behalf of the holders of the Senior Debt
of such Issuer. All payments and distributions received by any such
Representative or Representatives in respect of the Securities, to the extent
received in or converted into cash, may be applied by such Representative or
Representatives first to the payment of any and all expenses (including
attorneys' fees and legal expenses) paid or incurred by such Representative or
Representatives in enforcing the provisions hereof or in endeavoring to collect
or realize upon the Securities, and any balance thereof shall, solely as
between any Holder, on the one hand, and the holders of the Senior Debt of such
Issuer, on the other hand, be applied by such Representative or
Representatives, in such order of application as such Representative or
Representatives may from time to time select with the consent of the holders of
the Senior Debt of such Issuer, toward the payment of the Senior Debt of such
Issuer remaining unpaid.

Neither the Trustee nor any Holder shall be subrogated to the rights
of the holders of the Senior Debt of an Issuer to receive payments or
distributions of assets of such Issuer until the principal and interest on the
Senior Debt of such Issuer shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of the Senior Debt of
such Issuer of any cash, property or securities to which any Holder would be
entitled except for these provisions shall, as among such Issuer, its creditors
other than the holders of the Senior Debt of such Issuer, and such Holder, be
deemed to be a payment by such Issuer to or on account of Senior Debt of such
Issuer. The provisions of this Article 10 are and are intended solely for the
purpose of defining the relative rights of Holders, on the one hand, and the
holders of the Senior Debt of the Issuers, on the other hand.

(b) Subject to the payment in full of all Senior Debt of an
Issuer, the Holders shall be subrogated (equally and ratably with the holders
of all subordinated Debt of such Issuer which, by its terms, is not senior in
right of payment to the Securities, and ranks on a parity with the Securities)
to the rights of the holders of all Senior Debt of such Issuer to receive
payments or distributions of cash, property or securities applicable to the
Senior Debt of such Issuer until the principal of, and interest on, the
Securities shall be paid in full as and when the same shall become due and
payable in accordance with their terms. For purposes of such subrogation, no
payments or

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distributions to the Holders of cash, property, securities or other assets by
virtue of the subrogation herein provided shall, as among such Issuer, its
creditors other than the holders of the Senior Debt of such Issuer and the
Holders, be deemed a payment to or on account of the Securities.

SECTION 10.04. Renewals and Extensions of Senior Debt of the Issuers.

The Trustee, on behalf of all initial Holders, hereby waives, and each
subsequent Holder by his acceptance of Securities thereby waives, any and all
notice of renewal, extension or accrual of any of the Senior Debt of any
Issuer, present or future, and agrees and consents that without notice to or
assent by the Trustee or any Holder:

(i) the obligations and liabilities of any and all
Issuers or any other party or parties for or upon the Senior Debt of
the Issuers, (and/or any promissory note(s), security document or
guaranty evidencing or securing the same) may, from time to time, in
whole or in part, be renewed, extended, modified, amended,
accelerated, compromised, supplemented, terminated, sold, exchanged,
waived or released;

(ii) any Representative or Representatives acting on
behalf of the holders of the Senior Debt of any Issuer and the holders
of the Senior Debt of any Issuer may exercise or refrain from
exercising any right, remedy or power granted by or in connection with
any agreements relating to the Senior Debt of such Issuer, and

(iii) any balance or balances of funds with any holder of
the Senior Debt of any Issuer at any time standing to the credit of
any Issuer, may from time to time, in whole or in part, be surrendered
or released;

all as any Representative or Representatives acting on behalf of the holders of
the Senior Debt of such Issuer and the holders of the Senior Debt of such
Issuer may deem advisable and all without impairing, abridging, diminishing,
releasing or affecting the subordination of the Securities to the Senior Debt
of such Issuer provided for herein.

SECTION 10.05. Obligation of Issuers to Pay Securities Not to be
Impaired.

Nothing contained in this Article 10 or elsewhere in this Indenture,
or in the Securities, is intended to or shall impair as between the Issuers and
the Holders the joint and several obligations of the Issuers, which are
absolute and unconditional, to pay to the Holders the Principal of and interest
on the Securities, as and when the same shall become due and payable in
accordance with their terms, or to affect the relative rights of the Holders
and other creditors of the Issuers other than the holders of the Senior Debt of
the Issuers, nor shall anything herein or therein prevent the Trustee or any
Holder from exercising all remedies otherwise permitted by applicable law upon
Default under this Indenture, subject to the rights, if any, under this Article
10 of the holders of the Senior Debt of any Issuers in respect of cash,
property or securities of such Issuers otherwise payable or delivered to such
holders upon the exercise of any such remedy. Upon any distribution of assets
of any of the Issuers referred to in this Article 10, the Trustee, subject to
the provisions of Sections 7.02 and 7.03, and the Holders shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction in
which such dissolution, winding up, liquidation or reorganization proceedings
are pending, or a certificate of the liquidating trustee or agent or other
person making any distribution to the Trustee or to the Holders, for the
purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Debt of the Issuers and the holders of
other Debt of the Issuers, the amount thereof or payable thereon the amount or
amounts paid or distributed thereon and all other facts pertinent thereto to
this Article 10.

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

The Trustee shall not at any time be charged with knowledge of the
existence of any facts which would prohibit the making of any payment to or by
the Trustee or the taking of any other action under this Article 10 by the
Trustee unless and until the Trustee, subject to Section 10.07, shall have
received written notice thereof from an Issuer or from one or more holders of
the Senior Debt of an Issuer or from any trustee or Representative therefor
and, prior to the receipt of any such written notice, the Trustee, subject to
the provisions of Sections 7.02 and 7.03, shall be entitled in all respects
conclusively to assume that no such facts exist.

SECTION 10.07. Application by Trustee of Monies Deposited With It.

Money or securities deposited in trust with the Trustee pursuant to
and in accordance with Section 8.02 shall be for the sole benefit of
Securityholders and, to the extent allocated for the payment of Securities,
shall not be subject to the subordination provisions of this Article 10.
Otherwise, any deposit of monies by any Issuer with the Trustee or any Paying
Agent (whether or not in trust) for the payment of the principal of or interest
on any Securities shall be subject to the provisions of Sections 10.01, 10.02,
10.03 and 10.04 except that, if three Business Days prior to the date on which
by the terms of this Indenture any such monies may become payable for any
purpose (including, without limitation, the payment of either the Principal of
or the interest on any Security), the Trustee shall not have received with
respect to such monies the notice provided for in Section 10.06, then the
Trustee or the Paying Agent shall have full power and authority to receive such
monies and to apply the same to the purpose for which they were received, and
shall not be affected by any notice to the contrary which may be received by it
during or after such three Business Days. This Section shall be construed
solely for the benefit of the Trustee and Paying Agent and shall not otherwise
affect the rights of holders of the Senior Debt of any Issuer.

SECTION 10.08. Securityholders Authorize Trustee to Effectuate
Subordination of Securities.

Each Holder by his acceptance of Securities authorizes and expressly
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article 10 and
appoints the Trustee his attorney-in-fact for such purpose, including, in the
event of any dissolution, winding up, liquidation or bankruptcy reorganization
of any of the Issuers (whether in bankruptcy, insolvency or receivership
proceedings or upon a general assignment for the benefit of creditors or any
other similar remedy or otherwise) tending towards liquidation of the business
and assets of any of the Issuers, the immediate filing of a claim for the
unpaid balance of its Securities in the form required in said proceedings and
causing said claim to be approved. If the Trustee does not file a proper claim
or proof of debt in the form required in such proceeding prior to 30 days
before the expiration of the time to file such claim or claims, then the
holders of the Senior Debt of the applicable Issuer are hereby authorized to
have the right to file and are hereby authorized to file an appropriate claim
for and on behalf of the Holders, provided that the Trustee has received
written notice of any such proposed filing three Business Days prior thereto.

SECTION 10.09. Right of Trustee to Hold Senior Debt.

The Trustee shall be entitled to all of the rights set forth in this
Article 10 in respect of any Senior Debt of any Issuer at any time held by it
to the same extent as any other holder of the Senior Debt of such Issuer, and
nothing in this Indenture shall be construed to deprive the Trustee of any of
its rights as such holder.

SECTION 10.10. Article 10 Not to Prevent Events of Default.

The failure to make a payment on account of the Principal of or
interest on the Securities by reason of any provision of this Article 10 shall
not be construed as preventing the occurrence of an Event of Default under
Section 6.01.

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SECTION 10.11. No Fiduciary Duty Created to Holders of Senior Debt of
the Issuers.

The Trustee shall not be deemed to owe any fiduciary duty to the
holders of the Senior Debt of any Issuer by virtue of the provisions of this
Article 10.

SECTION 10.12. Miscellaneous.

Each Holder by his acceptance of the Securities acknowledges and
agrees that the holders of the Senior Debt of the Issuers have relied upon and
will continue to rely upon the subordination provided for herein in entering
into the agreements relating to Senior Debt of the Issuers and in extending
credit to the Issuers pursuant thereto.

No present or future holder of the Senior Debt of any Issuer shall be
prejudiced in its right to enforce the subordination provisions contained
herein in accordance with the terms hereof by any act or failure to act on the
part of any of the Issuers or any Holder.

The subordination provisions contained in this Article 10 are for the
benefit of the holders of the Senior Debt of the Issuers from time to time and,
so long as Senior Debt of any Issuer is outstanding under any agreement, may
not be rescinded or cancelled or modified in any way without the prior written
consent thereto of the requisite percentage of holders of the Senior Debt of
the Issuers as provided in such agreements under which any Senior Debt of the
Issuers is outstanding.

The provisions in this Article 10 shall be binding upon each Holder
and upon the heirs, legal representatives, successors and assigns of each such
Holder.

SECTION 10.13. Article Applying to Paying Agents.

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

ARTICLE 11

MISCELLANEOUS

SECTION 11.01. Trust Indenture Act Controls. If any provision of
this Indenture limits, qualifies or conflicts with another provision that is
deemed to be included in this Indenture by the TIA, the required provision
shall control. The provisions of TIA Section Section 310 through 317 that
impose duties on any person (including the provisions automatically deemed
included herein unless expressly excluded by this Indenture) are a part of and
govern this Indenture whether or not physically contained herein.

SECTION 11.02. Notices. Any notice or communication by the Issuers
or the Trustee to the other shall be in writing and shall be delivered in
person or mailed by first-class mail to the other's address stated in Section
11.11; provided, however, that any such notice shall be deemed duly given when
such notice is received by the Issuers or the Trustee, as the case may be. The
Issuers or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.

Any notice or communication to a Securityholder shall be mailed by
first-class mail to his address shown on the Security Register. Failure to
mail a notice or communication to a Securityholder or any defect in a notice
shall not affect the sufficiency thereof with respect to any other
Securityholders.

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<PAGE> 36
Except as provided above, if a notice or communication is mailed in
the manner and within the time prescribed above, it shall be deemed duly given,
whether or not the addressee receives it.

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

SECTION 11.03. Communications by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Issuers, the Trustee, the Registrar and anyone else affected
shall be entitled to the protection of TIA Section 312(c).

SECTION 11.04. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Issuers to the Trustee to take any
action under this Indenture, the Issuers shall furnish to the Trustee:

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

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

SECTION 11.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

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

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

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

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

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<PAGE> 37
Any certificate or opinion of any independent firm of public accountants filed
with the Trustee shall contain a statement that such firm is independent.

SECTION 11.06. Rules by Trustee and Agents. The Trustee may make
reasonable rules for action by written consent or at a meeting of Holders of
Securities of any series. The fact and date of the execution of a written
consent or other writing by any such person shall be established in accordance
with the procedures specified in such reasonable rules, and the ownership of
Securities of any series shall be established by the Security Register for such
series maintained by the Registrar. The Registrar or Paying Agent may make
reasonable rules and set reasonable requirements for its functions.

SECTION 11.07. Legal Holidays. A "Legal Holiday" is a Saturday, a
Sunday or a day on which banking institutions in any place of payment are not
required to be open. If a payment date with respect to a particular series of
Securities is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

SECTION 11.08. No Recourse Against Others. No person shall have any
recourse under or upon any obligation or agreement of the Issuers under this
Indenture or the Securities of any series or because of any debt evidenced by
the Securities of any series against any stockholder, officer, employee or
director, as such, of any of the Issuers. By accepting a Security of any
series, each Holder waives and releases all such liability as a part of the
consideration for the issuance thereof.

SECTION 11.09. Interest Limitation. If any usury law now or at any
time hereafter in force shall be applicable to this Indenture or the Securities
of any series or any other document or instrument related hereto or thereto, it
is the intention of the Issuers and the Trustee to conform strictly to any such
usury laws and any subsequent revisions or repeals thereof. In furtherance
thereof, the Issuers and the Trustee stipulate and agree that none of the terms
and provisions contained in this Indenture or the Securities of any series or
any other document or instrument related hereto or thereto shall ever be
construed to give rise to a contract or obligation to pay interest in excess of
the maximum amount permitted to be contracted for, taken, reserved, charged,
collected or received under any applicable law.

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

SECTION 11.11. Addresses.

The Issuers' address is:

MESA Inc.
Mesa Operating Co.
2001 Ross Avenue, Suite 2600
Dallas, Texas 75201
Attention: Treasurer

The Trustee's address is:

{TO COME}

SECTION 11.12. Record Date for Action by Securityholders. The
Issuers (or, if a deposit has been made pursuant to Section 8.02 or if an Event
of Default has occurred, the Trustee) may set a record date for purposes

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<PAGE> 38
of determining the identity of Holders entitled to vote or consent to any
action by vote or consent authorized or permitted under this Indenture, which
record date shall be no later than ten days nor more than 30 days prior to the
first solicitation of such vote or consent or the date of the most recent list
of Holders furnished to the Trustee pursuant to Section 2.05 hereof prior to
such solicitation. If a record date is fixed, those persons who were Holders
of Securities at such record date (or their duly designated proxies), and only
those persons, shall be entitled to take such action by vote or consent or to
revoke any vote or consent previously given, whether or not such persons
continue to be Holders after such record date.

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

SECTION 11.14. Payments for Consent. None of the Issuers shall,
directly or indirectly, pay or cause to be paid, or cause any of their
Affiliates to pay or cause to be paid, any consideration, whether by way of
interest, fee or otherwise, to any Holder for or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Securities, unless such consideration is offered to be paid to
all Holders whose consent, waiver or agreement to amend is required for the
Issuers to effect such consent, waiver or amendment.

SECTION 11.15. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

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

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

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

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<PAGE> 39
IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, all as of the day and year first above written.

MESA INC.

By______________________________________
{Name}
{Title}

MESA OPERATING CO.

By______________________________________
{Name}
{Title}

{NAME OF TRUSTEE}

By______________________________________
{Name}
{Title}

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<PAGE> 1

EXHIBIT 12

MESA INC.

COMPUTATION OF THE RATIO OF EARNINGS TO FIXED CHARGES

The following computations of the ratio of earnings to fixed charges for
the years ended December 31, 1993, 1992, 1991, 1990 and 1989 represent the
actual results of Mesa's operations for those periods.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
------------------------------------------------------
1993 1992 1991 1990 1989
--------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
Net loss.................................. $(102,448) $(89,232) $(79,163) $(200,276) $(60,414)
Adjustments --
Loss on investment accounted for under
the equity method.................... -- -- -- -- 13,268
Minority interest in loss............... (4,318) (3,854) (3,419) (8,649) (2,609)
Interest expense........................ 142,002 143,392 150,770 186,700 183,908
--------- -------- -------- --------- --------
Total Earnings.................. $ 35,236 $ 50,306 $ 68,188 $ (22,225) $134,153
--------- -------- -------- --------- --------
--------- -------- -------- --------- --------
Fixed charges:
Interest expense........................ $ 142,002 $143,392 $150,770 $ 186,700 $183,908
--------- -------- -------- --------- --------
--------- -------- -------- --------- --------
Ratio of earnings to fixed charges........ (a) (a) (a) (a) (a)
--------- -------- -------- --------- --------
--------- -------- -------- --------- --------
Fixed charges in excess of earnings(a).... $ 106,766 $ 93,086 $ 82,582 $ 208,925 $ 49,755
--------- -------- -------- --------- --------
--------- -------- -------- --------- --------
</TABLE>

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

(a) Earnings were not adequate to cover fixed charges in the indicated periods.

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated March 4, 1994,
included in MESA Inc.'s Annual Report on Form 10-K for the year ended December
31, 1993 and to all references to our firm included in this Registration
Statement.

ARTHUR ANDERSEN & CO.

Houston, Texas
March 11, 1994

<PAGE> 1

EXHIBIT 23.2

DEGOLYER AND MACNAUGHTON
ONE ENERGY SQUARE
DALLAS, TEXAS 75206

March 11, 1994

MESA Inc.
5205 North O'Connor Blvd.
Suite 1400
Irving, Texas 75039-3746

Gentlemen:

We hereby consent to (i) the references to our firm under the caption
"Experts" in MESA Inc.'s Registration Statement on Form S-3 relating to debt
securities of MESA Inc. and Mesa Operating Co. and (ii) the incorporation by
reference in MESA Inc.'s Registration Statement on Form S-3 of (a) the
references to our firm under the captions "Business -- Properties" and
"Business -- Reserves" in MESA Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1993 (the "MESA Inc. 10-K") and (b) our "Appraisal Report as
of December 31, 1993 on Certain Properties owned by MESA Inc. and Hugoton
Capital Limited Partnership, including Satanta Plant"; provided, however, that
such report pertains to values for only a selected portion of the total
properties included in the MESA Inc. Form 10-K. Consequently, our estimates have
been combined with estimates prepared by MESA Inc.'s engineers and we are
necessarily unable to verify the accuracy of the aggregate reserves, revenue,
and discounted present worth.

Very truly yours,

/s/ DEGOLYER AND MACNAUGHTON
DeGolyer and MacNaughton