TRITON ENERGY CORP, S-3/A, 1997-02-19

TRITON ENERGY CORP
S-3/A, 1997-02-19
CRUDE PETROLEUM & NATURAL GAS

Previous: STORAGE TECHNOLOGY CORP, SC 13G/A, 1997-02-19

Next: CONSUMERS FINANCIAL CORP, DEF 14A, 1997-02-19

As filed with the Securities and Exchange Commission on February 19, 1997

Registration No. 333-11703, 333-11703-01

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________

AMENDMENT NO. 1
TO

FORM S-3

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________________

TRITON ENERGY LIMITED TRITON ENERGY CORPORATION
(Exact name of registrant as specified in its charter)

Cayman Islands Delaware
(State or other jurisdiction of incorporation)

None 75-1151855

(I.R.S. Employer Identification No.)

Caledonian House, 6688 North Central Expressway
Mary Street, P.O. Box 1043 Suite 1400
George Town Dallas, Texas 75206-9926
Grand Cayman, Cayman Islands (214) 691-5200
(809) 949-0050
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
_________________________

Robert B. Holland, III, Esq.
Triton Energy Corporation
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206-9926
(214) 691-5200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________________

<PAGE>
Copies to:

Vincent Pagano, Jr., Esq. David J. Graham, Esq.
Simpson Thacher & Bartlett Andrews & Kurth L.L.P.
425 Lexington Avenue 4200 Texas Commerce Tower
New York, New York 10017-3909 Houston, Texas 77002

Approximate date of commencement of proposed sale to the public: From
time to time 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/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /__ / _______________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /__/ _______________

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /__/

<PAGE>

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Proposed Proposed
Title of each maximum maximum Amount
class of Amount offering aggregate of
securities to be price offering registration
to be registered registered per unit price fee
- - ---------------- ---------- -------- --------- -------------
<S> <C> <C> <C> <C>

Debt Securities,
Ordinary Shares,
Preference Shares,
Warrants <F1> . . . . . $300,000,000<F2> 100%<F3> $300,000,000<F2><F3> $99,270<F4>

<FN>

<F1>The Debt Securities registered hereby include such additional amount as
may be necessary so that, if Debt Securities are issued with an original
issue discount, the aggregate initial offering prices of all Debt
Securities will equal $300,000,000. The Ordinary Shares registered
hereby include Preference Share Purchase Rights (the "Rights"). The
Rights are associated with and trade with the Ordinary Shares. The
value, if any, attributable to the Rights is reflected in the market
price of the Ordinary Shares. There are also being registered hereunder
an indeterminate number of Ordinary Shares as shall be issuable upon
conversion or redemption of Preference Shares or Debt Securities
registered hereby.

<F2> 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.
<F3> Estimated solely for the purpose of calculating the registration fee.

<F4> $68,966 previously paid in connection with the initial filing of the
Registration Statement on September 10, 1996.
</TABLE>

<PAGE>

Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus herein also relates to the $127,799,200 of Common Stock, Preferred
Stock, Debt Securities and Warrants registered on Form S-3 (Registration No.
33-55347) of Triton Energy Corporation and $172,200,800 of Debt Securities
registered on Form S-3 (Registration No. 33-69230) of Triton Energy
Corporation. This Registration Statement also constitutes Post-Effective
Amendment No. 2 to Registration Statement No. 33-55347 and Post-Effective
Amendment No. 3 to Registration Statement No. 33-69230, and upon the
effectiveness of such Post-Effective Amendments, this Registration Statement
and Registration Statement No. 33-55347 and No. 33-69230 will relate to an
aggregate of $400,000,000 of Debt Securities of Triton Energy Limited and
Triton Energy Corporation and Warrants to purchase such Debt Securities and
an aggregate of $200,000,000 of Ordinary Shares, Preference Shares, Warrants
to purchase Ordinary Shares and Preference Shares, Debt Securities and
Warrants to purchase Debt Securities of Triton Energy Limited.

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 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
EXPLANATORY NOTE

This Registration Statement consists of two separate Prospectuses, covering
registration of:

(1) (A) Debt Securities, Ordinary Shares, Preference Shares and Warrants of
Triton Energy Limited and (B) Joint and Several Debt Securities and Joint and
Several Warrants of Triton Energy Limited and Triton Energy Corporation;

(2) Ordinary Shares to be issued pursuant to the Dividend Reinvestment and
Stock Purchase Plan of Triton Energy Limited.
<PAGE>
_______________________________________________________________________________

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 February 19, 1997

PROSPECTUS

Triton Energy Limited
Preference Shares
Ordinary Shares
Warrants to Purchase Preference Shares
Warrants to Purchase Ordinary Shares
Debt Securities
Warrants to Purchase Debt Securities

Triton Energy Limited
Triton Energy Corporation

Debt Securities

Warrants to Purchase Debt Securities

_________________________

Triton Energy Limited ("TEL" or the "Company") may offer and sell from
time to time, in one or more series, (i) its preference shares, par value
$.01 per share (the "Preference Shares"), (ii) its Ordinary Shares, par value
$.01 per share (the "Ordinary Shares"), (iii) unsecured debt securities
consisting of notes, debentures or other evidences of indebtedness (the "TEL
Debt Securities") which may be senior ("TEL Senior Debt Securities"), senior
subordinated ("TEL Senior Subordinated Debt Securities") or subordinated
("TEL Subordinated Debt Securities"), and (iv) warrants to purchase
Preference Shares, Ordinary Shares or TEL Debt Securities (the "TEL
Warrants"), or any combination of the foregoing.

TEL and its wholly-owned subsidiary, Triton Energy Corporation ("TEC"),
may offer and sell from time to time, in one or more series, (i) their joint
and several unsecured debt securities consisting of notes, debentures or
other evidences of indebtedness (the "Joint and Several Debt Securities", and
together with the TEL Debt Securities, the "Debt Securities") which may be
senior ("Joint and Several Senior Debt Securities", and together with the TEL
Senior Debt Securities, the "Senior Debt Securities") or senior subordinated
("Joint and Several Senior Subordinated Debt Securities", and together with
the TEL Senior Subordinated Debt Securities, the "Senior Subordinated Debt
Securities") and (ii) warrants to purchase Joint and Several Debt Securities
(the "Joint and Several Warrants" and, together with the TEL Warrants, the
"Warrants"), or any combination of the foregoing.
<PAGE>
The Preference Shares, Ordinary Shares, Debt Securities and Warrants are
collectively referred to as the "Securities". The Preference Shares, Ordinary
Shares, TEL Debt Securities and TEL Warrants may be offered at an aggregate
initial offering price not to exceed $200,000,000 and the Joint and Several
Debt Securities and Joint and Several Warrants may be offered at an aggregate
initial offering price not to exceed $400,000,000, in each case at prices and
on terms to be determined at or prior to the time of sale.

Specific terms of the Securities in respect of which this Prospectus is
being delivered will be set forth in an accompanying Prospectus Supplement
("Prospectus Supplement"), together with the terms of the offering of the
Securities and the initial price and the net proceeds to TEL or TEC, as the
case may be, from the sale thereof. The Prospectus Supplement will set forth
with regard to the particular Securities, without limitation, the following:
(i) in the case of Debt Securities, the specific designation, aggregate
principal amount, ranking as senior debt, senior subordinated debt or
subordinated debt, maturity, rate or rates (or method of determining the
same) and time or times for the payment of interest, if any, any terms for
optional or mandatory redemption or repurchase or sinking fund provisions,
and any conversion or exchange rights, (ii) in the case of Preference Shares,
the designation, number of shares, liquidation preference per share, initial
public offering price, dividend rate (or method of calculation thereof),
dates on which dividends shall be payable and dates from which dividends
shall accrue, any redemption or sinking fund provisions, and any conversion
or exchange rights, (iii) in the case of Ordinary Shares, the number of
Ordinary Shares and the terms of the offering and sale thereof and (iv) in
the case of Warrants, the number and terms thereof, the designation and the
number of securities issuable upon their exercise, the exercise price, the
terms of the offering and sale thereof and, where applicable, the duration
and detachability thereof.

The Securities may be sold directly by TEL or TEC to investors, through
agents designated from time to time or to or through underwriters or dealers.
See "Plan of Distribution." If any agents of TEL or TEC or any underwriters
are involved in the sale of any Securities in respect of which this
Prospectus is being delivered, the names of such agents or underwriters and
any applicable commissions or discounts will be set forth in the Prospectus
Supplement.
<PAGE>

For a discussion of certain risk factors that should be considered
by prospective investors, see "Risk Factors," beginning on page 5.

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 date of this Prospectus is , 1997.

<PAGE>
AVAILABLE INFORMATION

TEL is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with
the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other
information filed by TEL may be inspected and copied at
the public reference facilities maintained by the
Commission, 450 Fifth Street, N.W., Judiciary Plaza,
Room 1024, Washington, D.C. 20549 and at the web site
(http://www.sec.gov.) maintained by the Commission; and
at regional offices of the Commission at the Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and at 7 World Trade Center, New York,
New York 10048. Copies of such material may be obtained
by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Such material may also be
inspected and copied at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.

As permitted by the rules and regulations of the
Commission, this Prospectus omits certain information
contained in the Registration Statement on Form S-3, as
amended (the "Registration Statement"), of which this
Prospectus is a part. For further information with
respect to the Company and the Securities offered
hereby, reference is made to the Registration Statement
and the exhibits thereto. Statements made in this
Prospectus as to the contents of any contract,
agreement or other document are not necessarily
complete; and while the Company believes the
descriptions of the material provisions of such
contracts, agreements and other documents contained in
this Prospectus are accurate summaries of such material
provisions, reference is made to such contract,
agreement or other document filed as an exhibit to the
Registration Statement for a more complete description
of the matter involved, and each such statement is
qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company hereby incorporates by reference in
this Prospectus the following documents previously
filed with the Commission pursuant to the Exchange Act:
(i) TEC 's Annual Report on Form 10-K for the year
ended December 31, 1995, (ii) TEC 's Current Report on
Form 8-K dated February 9, 1996, (iii) TEL's Current
<PAGE>
Reports on Form 8-K dated May 20, 1996, July 2, 1996
and September 9, 1996, (iv) TEL's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1996, June
30, 1996 and September 30, 1996, and (v) the
description of the Ordinary Shares contained in TEL's
Registration Statement on Form 8-A, dated March 25,
1996, as amended by Form 8-A/A, dated August 14, 1996.

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 of the Securities
pursuant hereto 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 this Prospectus or in a
document incorporated or deemed to be incorporated by
reference in this Prospectus shall be deemed to be
modified or superseded for purposes of the Registration
Statement and this Prospectus to the extent that a
statement contained in this Prospectus or in any
subsequently filed document that also is or is deemed
to be incorporated by reference in this Prospectus
modifies or supersedes such statement. Any such
statement so modified or superseded shall not be
deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or this
Prospectus.

The Company will provide without charge to each
person to whom this Prospectus is delivered, upon the
written or oral request of any such person, a copy of
any or all of the documents that are incorporated by
reference in this Prospectus, other than exhibits to
such documents (unless such exhibits are specifically
incorporated by reference into such documents).
Requests should be directed to Investor Relations,
Triton Energy, 6688 North Central Expressway, Suite
1400, Dallas, Texas 75206-9926, telephone (214)
691-5200.

ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN
PERSONS

The Company is a Cayman Islands company, certain
of its officers and directors may be residents of
various jurisdictions outside the United States and its
Cayman Islands counsel, W.S. Walker & Company, are
residents of the Cayman Islands. All or a substantial
portion of the assets of TEL and of such persons may be
located outside the United States. As a result, it may
be difficult for investors to effect service of process
within the United States upon such persons or to
<PAGE>
enforce in United States courts judgments obtained
against such persons in United States courts and
predicated upon the civil liability provisions of the
Securities Act. Notwithstanding the foregoing, TEL has
irrevocably agreed that it may be served with process
with respect to actions based on offers and sales of
securities made hereby in the United States by serving
Robert B. Holland, III, c/o Triton Energy Corporation,
6688 North Central Expressway, Suite 1400, Dallas,
Texas 75206-9926, TEL's United States agent appointed
for that purpose. TEL has been advised by its Cayman
Islands counsel, W.S. Walker & Company, that there is
doubt as to whether Cayman Islands courts would enforce
(a) judgments of United States courts obtained in
actions against such persons or TEL that are predicated
upon the civil liability provisions of the Securities
Act or (b) in original actions brought against TEL or
such persons predicated upon the Securities Act. There
is no treaty in effect between the United States and
the Cayman Islands providing for such enforcement, and
there are grounds upon which Cayman Islands courts may
not enforce judgments of United States courts. Certain
remedies available under the United States federal
securities laws would not be allowed in Cayman Islands
courts as contrary to that nation's policy.

THE COMPANY

General

The Company is an international oil and gas
exploration company primarily engaged in exploration
and production through subsidiaries and affiliates. The
Company's principal properties and operations are
located in Colombia and Malaysia-Thailand. The Company
also has oil and gas interests in other Latin American,
European and Asian countries.

TEL was formed in the Cayman Islands in 1995 and
became the parent holding company of TEC through the
merger (the "Merger") of a subsidiary of TEL with and
into TEC . The Merger was consummated on March 25,
1996. In connection with the Merger, each share of
common stock of TEC was converted into one Ordinary
Share. TEL's principal executive offices are located at
Caledonian House, Mary Street, P.O. Box 1043, George
Town, Grand Cayman, Cayman Islands and its telephone
number is (809) 949-0050.

TEC was incorporated in Delaware in 1995 and is the
successor by merger to Triton Energy Corporation, a
Texas corporation incorporated in 1962. TEC's
<PAGE>
principal executive offices are located at 6688 North
Central Expressway, Suite 1400, Dallas, Texas
75206-9926 and its telephone number is (214) 691-5200.
The "Company" refers collectively to TEL and its
consolidated subsidiaries, including TEC .

Recent Developments

Year End Results (unaudited)

The Company reported 1996 earnings after preferred
dividends of $21.6 million, or $.59 per share, compared
with $1.9 million, or $.05 per share, for 1995. Total
revenues for 1996 rose 25% to $134 million from
1995 revenues of $107.5 million.

Production from the Cusiana and Cupiagua fields
averaged 174,000 barrels of oil per day (bpd) during
the year, a 35% increase over the prior year. The
Company's average oil sales price in 1996 increased 19%
to $19.60 per barrel versus $16.44 per barrel for 1995.

Earnings in 1996 were reduced by the noncash charge
the Company took in the fourth quarter of approximately
$38 million (aftertax) representing all costs
associated with the Company's Argentine operations
during the past twelve years.

Results for 1996 were affected favorable by a low
effective tax rate. The Company recognized a portion
of the expected benefit associated with current and
future utilization of net operating loss carryforwards
that more than offset tax expense in the United States
and Colombia.

For the fourth quarter of 1996, the Company
reported a loss after preferred dividends of $19.8
million, or $.53 per share, compared with earnings
after preferred dividends of $.6 million, or $.02 per
share, for the fourth quarter of 1995.

The loss resulted from the charge against Argentine
operations. Revenues for the fourth quarter of 1996
increased 36% to $36.2 million from revenues of $26.6
million for the year-ago quarter.
Reserves

The following table is a summary of the Company's net proved
reserves at December 31, 1996 and is based on estimates prepared
by the independent petroleum engineers, DeGolyer and
<PAGE>
MacNaughton, with respect to all proved reserves in the
Cusiana and Cupiagua fields in Colombia, and on estimates
prepared by the Company's own petroleum engineers with respect
to all proved reserves in the Malaysia-Thailand Joint
Development Area and the Liebre field in Colombia.
Oil reserves data include natural gas liquids
and condensate.

Proved Proved Total
Developed Undeveloped Proved
-------------------- ------------------------ -----------------------

Oil Gas Oil Gas Oil Gas
(Mbbls) (MMcf) (Mbbls) (MMcf) (Mbbls) (MMcf)
------- ------ ------- ------ ------- ------
<S> <C> <C> <C> <C> <C> <C>

Colombia(<F1> 67,193 11,146 68,117 3,505 135,310 14,651

Malaysia-Thailand<F2> - - 24,700 871,100 24,700 871,100

Total 67,193 11,146 92,817 874,605 160,010 885,751

____________________
<FN>
<F1> Includes liquids to be recovered from the government oil company of
Colombia as reimbursement for precommerciality expenditures.
<F2> As of December 31, 1996, the Company did not have a contract for the
sale of gas to be produced from its interest in the Malaysia-Thailand
Joint Development Area. In estimating its reserves attributable to
such interest, the Company assumed that production from the interest
would be sold at prices for natural gas that the Company believed to
be equal to the most comparable market price at December 31, 1996.
There can be no assurance that the price to be provided in any gas
contract will be equal to the price used in the Company's
calculations.
</TABLE>

Reserve estimates are approximate and may be
expected to change as additional information becomes
available. Furthermore, estimates of oil and gas
reserves, of necessity, are projections based on
engineering data, and there are uncertainties inherent
in the interpretation of such data as well as the
projection of future rates of production and the timing
of development expenditures. Reservoir engineering is a
subjective process of estimating underground
accumulations of oil and gas that cannot be measured in
an exact way, and the accuracy of any reserve estimate
is a function of the quality of available data and of
engineering and geological interpretation and judgment.
<PAGE>
Accordingly, there can be no assurance that the
reserves set forth herein will ultimately be produced
nor can there be assurance that the proved undeveloped
reserves will be developed within the periods
anticipated.

RISK FACTORS

Certain statements included or incorporated by
reference in this Prospectus, such as statements
regarding proven oil and gas reserves and statements of
the Company's and management's expectations,
intentions, plans and beliefs, are forward-looking
statements (as such term is used in the Private
Securities Litigation Reform Act of 1995), and the
factors discussed hereunder could cause actual results
and developments to be materially different from those
expressed in or implied by such statements.
Accordingly, in addition to the other information set
forth in or incorporated by reference in this
Prospectus and any applicable Prospectus Supplement,
potential investors in the Securities should consider
the following investment considerations.

The Oil and Gas Industry Generally. The Company's
strategy is to focus its exploration activities on what
the Company believes are relatively high potential
prospects. No assurance can be given that these
prospects contain significant oil and gas reserves or
that the Company will be successful in its exploration
activities thereon. The Company follows the full cost
method of accounting for exploration and development of
oil and gas reserves whereby all productive and
nonproductive costs are capitalized. Costs related to
acquisition, holding and initial exploration of
concessions in countries with no proved reserves are
initially capitalized, including internal costs
directly identified with acquisition, exploration and
development activities. The Company's exploration
concessions are periodically assessed for impairment on
a country by country basis. If the Company's investment
in exploration concessions within a country where no
proved reserves are assigned is deemed to be impaired,
the concessions are written down to estimated
recoverable value. If the Company abandons all
exploration efforts in a country where no proved
reserves are assigned, all exploration costs associated
with the country are expensed. The Company's
assessments of whether its investment within a country
is impaired and whether exploration activities within a
<PAGE>
country will be abandoned are made from time to time
based on its review and assessment of drilling results,
seismic data and other information it deems relevant.
Due to the unpredictable nature of exploration drilling
activities, the amount and timing of impairment expense
are difficult to predict with any certainty. Financial
information concerning the Company's assets, including
capitalized costs by geographic area, is set forth in
Note 21 of Notes to Consolidated Financial Statements
in TEC 's Annual Report on Form 10-K for the year ended
December 31, 1995.

The markets for oil and natural gas historically
have been volatile and are likely to continue to be
volatile in the future. Oil and natural gas prices have
been subject to significant fluctuations during the
past several decades in response to relatively minor
changes in the supply of and demand for oil and natural
gas, market uncertainty and a variety of additional
factors that are beyond the control of the Company.
These factors include the level of consumer product
demand, weather conditions, domestic and foreign
government regulations, political conditions in the
Middle East and other production areas, the foreign
supply of oil and natural gas, the price and
availability of alternative fuels, and overall economic
conditions. It is impossible to predict future oil and
gas price movements with any certainty.
The Company's oil and gas business is also subject
to all of the operating risks normally associated with
the exploration for and production of oil and gas,
including, without limitation, blowouts, cratering,
pollution, earthquakes, labor disruptions and fires,
each of which could result in substantial losses to the
Company due to injury or loss of life and damage to or
destruction of oil and gas wells, formations,
production facilities or other properties. In
accordance with customary industry practices, the
Company maintains insurance coverage limiting financial
loss resulting from certain of these operating hazards.
Losses and liabilities arising from uninsured or
underinsured events would reduce revenues and increase
costs to the Company. There can be no assurance that
any insurance will be adequate to cover losses or
liabilities. The Company cannot predict the continued
availability of insurance, or its availability at
premium levels that justify its purchase.

The Company's oil and gas business is also subject
to laws, rules and regulations in the countries in
which the Company operates, which generally pertain to
production control, taxation, environmental and pricing
<PAGE>
concerns and other matters relating to the petroleum
industry. Many jurisdictions have at various times
imposed limitations on the production of oil and
natural gas by restricting the rate of flow for oil and
natural gas wells below their actual capacity. There
can be no assurance that present or future regulation
will not adversely affect the operations of the
Company.

Moreover, because the Company may not be the
operator or own a majority interest in a number of
contract areas, it will not be able to control the
timing or manner in which capital expenditures will
occur in these areas to the same degree as if it was
the operator or owner of a majority interest. Any
inability of the Company to meet its obligations in
these and other contract areas could have a material
adverse effect on its interests in these contract
areas.

For information regarding the Company's financial
position and results of operations, including the
Company's net working capital from time to time, and
<PAGE>
the Company's ratios of earnings to fixed charges and
earnings to combined fixed charges and preference
dividends, see "Ratios of Earnings to Fixed Charges and
Earnings to Combined Fixed Charges and Preference
Dividends" herein and TEC 's Consolidated Statements of
Operations, Consolidated Balance Sheets and
Consolidated Statements of Cash Flows in TEC 's Annual
Report on Form 10-K and other documents incorporated
herein by reference, including "Management's Discussion
and Analysis of Financial Condition and Results of
Operations" included in TEC 's Annual Report on Form
10-K for the year ended December 31, 1995 and in TEL's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996.

Environmental Matters. The Company is subject to
extensive environmental laws and regulations. These
laws regulate the discharge of oil, gas or other
materials into the environment and may require the
Company to remove or mitigate the environmental effects
of the disposal or release of such materials at various
sites. The Company does not believe that its
environmental risks are materially different from those
of comparable companies in the oil and gas industry.
Nevertheless, no assurance can be given that
environmental laws and regulations will not, in the
future, adversely affect the Company's consolidated
results of operations, cash flows or financial
position. Pollution and similar environmental risks
generally are not fully insurable.

Risks of International Operations. The Company derives
substantially all of its consolidated revenues from
international operations. Risks inherent in
international operations include loss of revenue,
property and equipment from such hazards as
expropriation, nationalization, war, insurrection and
other political risks; trade protection measures; risks
of increases in taxes and governmental royalties; and
renegotiation of contracts with governmental entities;
as well as changes in laws and policies governing
operations of other companies. Other risks inherent in
international operations are the possibility of
realizing economic currency exchange losses when
transactions are completed in currencies other than
United States dollars and the Company's ability to
freely repatriate its earnings under existing exchange
control laws.
<PAGE>

Certain Factors Relating to Colombia. The Company is a
participant in significant oil and gas discoveries
located in the Llanos Basin in the foothills of the
Andes Mountains, approximately 160 kilometers (100
miles) northeast of Bogota, Colombia. The Company owns
interests in three contiguous areas known as the
Santiago de las Atalayas ("SDLA"), Tauramena and Rio
Chitamena contract areas. Well results to date indicate
that significant oil and gas deposits lie across the
SDLA, Tauramena and Rio Chitamena contract areas (the
"Cusiana Field"), and within the SDLA contract area
(the "Cupiagua Field").

Full development of reserves in the Cusiana and
Cupiagua fields will take more than one year and
require additional drilling and extensive production
facilities, which in turn will require significant
additional capital expenditures, the ultimate amount of
which cannot be predicted. Pipelines connect the major
producing fields in Colombia to export facilities and
to refineries. These pipelines are in the process of
being upgraded and expanded to accommodate production
from the Cusiana and Cupiagua fields.

Guerilla activity in Colombia has from time to time
disrupted the operation of oil and gas projects and
increased costs. Although the Colombian government, the
Company and its partners have taken steps to improve
security and improve relations with the local
population, there can be no assurance that attempts to
reduce or prevent guerrilla activity will be successful
or that such activity will not disrupt operations in
the future.

Colombia is among several nations whose progress in
stemming the production and transit of illegal drugs is
subject to annual certification by the President of the
United States. In March 1996, the President of the
United States announced that Colombia would neither be
certified nor granted a national interest waiver. The
consequences of the failure to receive certification
generally include the following: all bilateral aid,
except anti-narcotics and humanitarian aid, has been or
will be suspended; the Export-Import Bank of the United
States and the Overseas Private Investment Corporation
will not approve financing for new projects in
Colombia; U.S. representatives at multilateral lending
institutions will be required to vote against all loan
requests from Colombia, although such votes will not
constitute vetoes; and the President of the United
States and Congress retain the right to apply future
trade sanctions. Each of these consequences of the
failure to receive such certification could result in
<PAGE>
adverse economic consequences in Colombia and could
further heighten the political and economic risks
associated with the Company's operations in Colombia.
Any changes in the holders of significant government
offices could have adverse consequences on the
Company's relationship with the Colombian national oil
company and the Colombian government's ability to
control guerilla activities, and could exacerbate the
factors relating to foreign operations discussed above.

Certain Factors Relating to Malaysia-Thailand. The
Company is a partner in a significant gas exploration
project located in the upper Malay Basin in the Gulf of
Thailand approximately 450 kilometers northeast of
Kuala Lumpur and 750 kilometers south of Bangkok. The
Company is a contractor under a production sharing
contract covering Block A-18 of the Malaysia-Thailand
Joint Development Area. Test results for the initial
exploratory wells indicate that significant gas
deposits lie under the block.

Development of gas production is in the early
planning stages but is expected to take several years
and require the drilling of additional wells and the
installation of production facilities, which will
require significant additional capital expenditures,
the ultimate amount of which cannot be predicted.
Pipelines will also be required to be connected between
Block A-18 and ultimate markets. The terms on which any
gas produced from the Company's contract area in
Malaysia-Thailand may be sold may be adversely affected
by the present monopoly gas purchase and transportation
conditions in both Thailand and Malaysia, including the
Thai national oil company's monopoly in transportation
within Thailand and its territorial waters.

USE OF PROCEEDS

Unless otherwise provided in the applicable
Prospectus Supplement, the net proceeds from the sale
of the particular Securities offered by this Prospectus
and each Prospectus Supplement (the "Offered
Securities") will be used principally to continue
funding the Company's obligations relating to the
development of its operations in Colombia and Malaysia-
Thailand and for general corporate purposes, as well as
to retire or refinance existing debt obligations.

<PAGE>
RATIOS OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO COMBINED FIXED CHARGES AND PREFERENCE
DIVIDENDS

For purposes of computing the ratios of earnings to
fixed charges and earnings to combined fixed charges
and preference dividends, earnings consist of earnings
(loss) from continuing operations before income taxes,
minority interest, extraordinary items and cumulative
effect of accounting changes, plus fixed charges
(interest charges and preference share dividend
requirements of subsidiaries, adjusted to a pretax
basis), less interest capitalized, less preference
share dividend requirements of subsidiaries adjusted to
a pretax basis and less undistributed earnings of
affiliates whose debt is not guaranteed by the Company.

The following table sets forth the ratios of
earnings to fixed charges and earnings to combined
fixed charges and preference dividends for the Company
for the periods indicated:

Seven
Nine Months Months
Ended Year Ended Ended
September 30, December 31, December 31, Years Ended May 31,
----------------- ------------ ------------ ------------------------------------------------
1996 1995 1995 1994 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Ratio of earnings
to fixed
charges . . . . . 1.9x 1.2x 1.1x <F1> <F1> <F1> <F1> 1.3x
Ratio of earnings
to combined
fixed charges
and preference
dividends . . . . 1.8x 1.1x 1.0x <F2> <F2> <F2> <F2> 1.1x

____________________
<FN>
<F1> Earnings were inadequate to cover fixed charges for the seven months
ended December 31, 1994 by $30,565,000 and for the years ended May 31,
1994, 1993 and 1992 by $40,976,000, $152,391,000 and $92,875,000,
respectively. Without nonrecurring items, earnings would have been
inadequate to cover fixed charges for the nine months ended September
30, 1995 by $8,223,000, for the year ended December 31, 1995 by
$9,921,000, for the seven months ended December 31, 1994 by
$29,581,000 and for the years ended May 31, 1994, 1993, 1992 and 1991
by $51,415,000, $45,183,000, $32,301,000 and $11,906,000,
respectively.

<F2> Earnings were inadequate to cover fixed charges and preference
dividends for the seven months ended December 31, 1994 by $31,014,000
and for the years ended May 31, 1994, 1993 and 1992 by $40,976,000,
$152,391,000 and $94,261,000, respectively. Without nonrecurring
items, earnings would have been inadequate to cover fixed charges and
preference dividends for the nine months ended September 30, 1995 by
$9,025,000, for the year ended December 31, 1995 by $10,723,000, for
the seven months ended December 31, 1994 by $30,030,000, and for the
years ended May 31, 1994, 1993, 1992 and 1991 by $51,415,000,
$45,183,000, $33,687,000 and $17,452,000, respectively.
</TABLE>

<PAGE>
DESCRIPTION OF DEBT SECURITIES

The TEL Debt Securities will be unsecured senior,
senior subordinated or subordinated debt of TEL and
will be issued, in the case of TEL Senior Debt
Securities, under a Senior Indenture (the "TEL Senior
Debt Indenture") between TEL and The Chase Manhattan
Bank, as trustee, in the case of TEL Senior
Subordinated Debt Securities, under a Senior
Subordinated Indenture (the "TEL Senior Subordinated
Debt Indenture") between TEL and United States Trust
Company of New York, as trustee, and in the case of TEL
Subordinated Debt Securities, under a Subordinated
Indenture (the "TEL Subordinated Debt Indenture")
between TEL and The Chase Manhattan Bank, as Trustee.
The TEL Senior Debt Indenture, the TEL Senior
Subordinated Debt Indenture and the TEL Subordinated
Debt Indenture are sometimes hereinafter referred to
individually as a "TEL Indenture" and collectively as
the "TEL Indentures." The Joint and Several Debt
Securities will be unsecured senior or senior
subordinated joint and several debt of TEL and TEC and
will be issued, in the case of Joint and Several Senior
Debt Securities, under a Senior Indenture (the "Joint
and Several Senior Debt Indenture") among TEC, TEL and
The Chase Manhattan Bank, as trustee, and in the case
of Joint and Several Senior Subordinated Debt
Securities, under a Senior Subordinated Indenture (the
"Joint and Several Senior Subordinated Debt Indenture")
among TEC, TEL and United States Trust Company of New
York, as trustee. The Joint and Several Senior Debt
Indenture and the Joint and Several Senior Subordinated
Debt Indenture are sometimes hereinafter referred to
individually as a "Joint and Several Indenture" and
collectively as the "Joint and Several Indentures." The
Joint and Several Senior Debt Indenture and the TEL
Senior Indenture are sometimes collectively referred to
individually as a "Senior Debt Indenture" and
collectively as the "Senior Debt Indentures." The Joint
and Several Senior Subordinated Debt Indenture and the
TEL Senior Subordinated Debt Indenture are sometimes
referred to individually as a "Senior Subordinated Debt
Indenture" and collectively as the "Senior Subordinated
Debt Indentures." The Joint and Several Indentures and
the TEL Indentures are sometimes referred to
individually as an "Indenture" and collectively as the
"Indentures." None of the Indentures limits the amount
of Debt Securities that may be issued thereunder and
the Indentures provide that the Debt Securities may be
issued from time to time in one or more series. The
Indentures permit the appointment of a different
trustee for each series of Debt Securities. As used
<PAGE>
herein, the term "Trustee" means The Chase Manhattan
Bank or United States Trust Company of New York, as the
case may be. If there is at any time more than one
trustee under any Indenture, the term "Trustee" as used
in this Prospectus will mean each such trustee and will
apply to each such trustee only with respect to those
series of Debt Securities with respect to which it is
serving as trustee. The Indentures are filed as
exhibits to the Registration Statement of which this
Prospectus is a part. The following summaries of
certain provisions of the Indentures and the Debt
Securities do not purport to be complete and, while TEL
and TEC believe the descriptions of the material
provisions of the Indentures and Debt Securities
contained in this Prospectus are accurate summaries of
such material provisions, such summaries are subject to
the detailed provisions of the applicable Indenture to
which reference is hereby made for a full description
of such provisions, including the definition of certain
terms used herein. Section references in parentheses
below are to sections in each Indenture unless
otherwise indicated. Wherever particular sections or
defined terms of the applicable Indenture are referred
to, such sections or defined terms are incorporated
herein by reference as part of the statement made, and
the statement is qualified in its entirety by such
reference. The Indentures are substantially identical,
except for provisions relating to subordination. For
purposes of the summaries set forth below, the term
"Issuers" shall refer collectively to TEL and TEC in
the case of the Joint and Several Debt Securities and
the Joint and Several Indentures, and to TEL only in
the case of the TEL Debt Securities and the TEL
Indentures.

Provisions Applicable to Senior, Senior Subordinated
and TEL Subordinated Debt Securities

General. TEL Debt Securities will be unsecured
senior, senior subordinated or subordinated obligations
of TEL, and Joint and Several Debt Securities will be
unsecured senior or senior subordinated joint and
several obligations of TEL and TEC, except that, under
certain circumstances, TEC may be released from such
obligations. See "--Condition for Release of TEC ."
Except to the extent set forth in the applicable
Prospectus Supplement, none of the Indentures limits
the payment of dividends by or the acquisition of stock
of TEL or TEC. Except to the extent set forth in any
Prospectus Supplement, the Indentures do not, and the
Debt Securities will not, contain any covenants or
other provisions that are intended to afford holders of
<PAGE>
the Debt Securities special protection in the event of
either a change of control of TEL or a highly leveraged
transaction by TEL.

Reference is made to the Prospectus Supplement for
the following terms of and information relating to the
Debt Securities being offered (the "Offered Debt
Securities") (to the extent such terms are applicable
to such Offered Debt Securities): (i) the title of the
Offered Debt Securities; (ii) classification as Joint
and Several Senior Debt Securities, Joint and Several
Senior Subordinated Debt Securities, TEL Senior Debt
Securities, TEL Senior Subordinated Debt Securities or
TEL Subordinated Debt Securities, aggregate principal
amount, purchase price and denomination; (iii) the date
or dates on which the Offered Debt Securities will
mature; (iv) the method by which amounts payable in
respect of principal, premium, if any, or interest, if
any, on or upon the redemption of such Offered Debt
Securities may be calculated; (v) the interest rate or
rates (or the method by which such will be determined),
and the date or dates from which such interest, if any,
will accrue; (vi) the date or dates on which such
interest, if any, will be payable; (vii) the place or
places where and the manner in which the principal of,
premium, if any, and interest, if any, on the Offered
Debt Securities will be payable and the place or places
where the Offered Debt Securities may be presented for
transfer; (viii) the right, if any, or obligation, if
any, of the Issuers to redeem, repay or purchase the
Offered Debt Securities pursuant to any sinking fund or
analogous provisions or at the option of a holder
thereof, and the period or periods within which, the
price or prices (or the method by which such price or
prices will be determined, or both) at which, the form
or method of payment therefor if other than in cash and
the terms and conditions upon which the Offered Debt
Securities will be redeemed, repaid or purchased
pursuant to any such obligation; (ix) the terms for
conversion or exchange, if any, of the Offered Debt
Securities; (x) any provision relating to the issuance
of the Offered Debt Securities at an original issue
discount; (xi) if the amounts of payments of principal
of, premium, if any, and interest, if any, on the
Offered Debt Securities are to be determined with
reference to an index, the manner in which such amounts
shall be determined; (xii) any applicable United States
federal income tax consequences; (xiii) the currency or
currencies for which the Offered Debt Securities may be
purchased and the currency or currencies in which
principal, premium, if any, and interest, if any, may
be payable; (xiv) if a trustee other than The Chase
Manhattan Bank with respect to any series of Senior
<PAGE>
Debt Securities or TEL Subordinated Debt Securities or
United States Trust Company of New York with respect to
any series of Senior Subordinated Debt Securities is
named for such series of Offered Debt Securities, the
name of such Trustee; and (xv) any other specific terms
of the Offered Debt Securities, including any deleted,
modified or additional events of default or remedies or
additional covenants provided with respect to such
Offered Debt Securities, and any terms that may be
required by or advisable under applicable laws or
regulations.

Unless otherwise specified in any Prospectus
Supplement, the Debt Securities will be issuable in
registered form and in denominations of $1,000 and any
integral multiple thereof (Section 2.7). No service
charge will be made for any transfer or exchange of any
Debt Securities but the Issuers may require payment of
a sum sufficient to cover any tax or other governmental
charge payable in connection therewith (Section 2.8).

Debt Securities may bear interest at a fixed rate
or a floating rate. Debt Securities bearing no interest
or interest at a rate that at the time of issuance is
below the prevailing market rate may be sold at a
discount below their stated principal amount. Special
United States federal income tax considerations
applicable to any such discounted Debt Securities or to
certain Debt Securities issued at par that are treated
as having been issued at a discount for United States
federal income tax purposes will be described in the
applicable Prospectus Supplement.

In determining whether the holders of the requisite
aggregate principal amount of outstanding Debt
Securities of any series have given any request,
demand, authorization, direction, notice, consent or
waiver under the Indentures, the principal amount of
any series of Debt Securities originally issued at a
discount from their stated principal amount that will
be deemed to be outstanding for such purposes will be
the amount of the principal thereof that would be due
and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof.

Global Securities. The Debt Securities of a series
may be issued in whole or in part in the form of one or
more global securities ("Global Securities") that will
be deposited with, or on behalf of, a depositary (the
"Depositary") identified in the Prospectus Supplement
relating to such series. Global Securities may be
issued only in fully registered form and in either
temporary or permanent form. Unless and until it is
<PAGE>
exchanged in whole or in part for the individual Debt
Securities represented thereby, a Global Security (i)
may not be transferred except as a whole and (ii) may
only be transferred (A) by the Depositary for such
Global Security to its nominee, (B) by a nominee of
such Depositary to such Depositary or another nominee
of such Depositary or (C) by such Depositary or any
such nominee to a successor Depositary or nominee of
such successor Depositary (Section 2.8).

The specific terms of the depositary arrangement
with respect to a series of Debt Securities will be
described in the Prospectus Supplement relating to such
series. The Issuers anticipate that the following
provisions will generally apply to all depositary
arrangements.

Upon the issuance of a Global Security, the
Depositary for such Global Security or its nominee will
credit, on its book-entry registration and transfer
system, the respective principal amounts of the
individual Debt Securities represented by such Global
Security to the accounts of persons that have accounts
with such Depositary. Such accounts shall be designated
by the dealers, underwriters or agents with respect to
such Debt Securities or by the Issuers if such Debt
Securities are offered and sold directly by the
Issuers. Ownership of beneficial interests in a Global
Security will be limited to persons that have accounts
with the applicable Depositary ("participants") or
persons that may hold interests through participants.
Ownership of beneficial interests in such Global
Security will be shown on, and the transfer of that
ownership will be effected only through, records
maintained by the applicable Depositary or its nominee
(with respect to interests of participants) and the
records of participants (with respect to interests of
persons other than participants). The laws of some
states require that certain purchasers of securities
take physical delivery of such securities in definitive
form. Such limits and such laws may impair the ability
to transfer beneficial interests in a Global Security.

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

Payment of principal of, premium, if any, and
interest, if any, on individual Debt Securities
represented by a Global Security registered in the name
of a Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the
registered owner of the Global Security representing
such Debt Securities. The Issuers expect that the
Depositary for a series of Debt Securities or its
nominee, upon receipt of any payment of principal of,
premium, if any, and interest, if any, in respect of a
Global Security representing any such Debt Securities,
will immediately credit participants' accounts with
payments in amounts proportionate to their respective
beneficial interests in the principal amount of such
Global Security for such Securities as shown on the
records of such Depositary or its nominee. 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." Such
payments will be the responsibility of such
participants. Neither the Issuers, the Trustee for such
Debt Securities, any paying agent nor the registrar for
such Debt Securities will have any responsibility or
liability for any aspect of the records relating to or
payments made on account of beneficial ownership
interests of the Global Security for such Debt
Securities or for maintaining, supervising or reviewing
any records relating to such beneficial ownership
interests.

If the Depositary for a series of Debt Securities
is at any time unwilling, unable or ineligible to
continue as depositary and a successor depositary is
not appointed by the Issuers within 90 days, the
Issuers will issue individual Debt Securities of such
series in exchange for the Global Security representing
such series of Debt Securities. In addition, the
Issuers may at any time and in their sole discretion,
subject to any limitations described in the Prospectus
Supplement relating to such Debt Securities, determine
not to have any Debt Securities of a series represented
by a Global Security and, in such event, will issue
individual Debt Securities of such series in exchange
for the Global Security representing such series of
<PAGE>
Debt Securities. Further, if the Issuers so specify
with respect to the Debt Securities of a series, an
owner of a beneficial interest in a Global Security
representing Debt Securities of such series may, on
terms acceptable to the Issuers, the Trustee and the
Depositary for such Global Security, receive individual
Debt Securities of such series in exchange for such
beneficial interests, subject to any limitations
described in the Prospectus Supplement relating to such
Debt Securities. In any such instance, an owner of a
beneficial interest in a Global Security will be
entitled to physical delivery of individual Debt
Securities of the series represented by such Global
Security equal in principal amount to such beneficial
interest and to have such Debt Securities registered in
its name. Individual Debt Securities of such series so
issued will be issued in registered form and in
denominations, unless otherwise specified in the
applicable Prospectus Supplement relating to such
series of Debt Securities, of $1,000 and integral
multiples thereof.

Events of Default. Unless otherwise specified in
the applicable Prospectus Supplement, an Event of
Default is defined under each Indenture with respect to
the Debt Securities of any series issued under such
Indenture as being: (a) default in the payment of
principal of or premium, if any, with respect to Debt
Securities of such series when due; (b) default in the
payment of any installment of interest upon any of the
Debt Securities of such series when due, continued for
30 days; (c) default in the payment or satisfaction of
any sinking fund or other purchase obligation with
respect to Debt Securities of such series when due; (d)
default in the performance of any other covenant of
either of the Issuers applicable to Debt Securities of
such series, continued for 90 days after written notice
to the Issuers by the Trustee or to the Issuers and the
Trustee, by the holders of at least 25% in aggregate
principal amount of the Debt Securities of such series
then outstanding requiring the same to be remedied; (e)
certain events of bankruptcy, insolvency or
reorganization of either of the Issuers; and (f)
default under any bond, debenture, note or other
evidence of indebtedness for money borrowed by either
of the Issuers 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 of either of the Issuers resulting in
the acceleration of such indebtedness, or any default
in payment of such indebtedness (after expiration of
any applicable grace periods and presentation of any
debt instruments, if required), if the aggregate amount
<PAGE>
of all such indebtedness that has been so accelerated
and with respect to which there has been such a default
in payment shall exceed $20,000,000 and there has been
a failure to obtain rescission or annulment of all such
accelerations or to discharge all such defaulted
indebtedness within 20 days after written notice of the
type specified in the foregoing clause (d) (Section
5.1).

If any Event of Default shall occur and be
continuing, the Trustee or the holders of not less than
25% in aggregate principal amount of the Debt
Securities of such series then outstanding, by notice
in writing to the Issuers (and to the Trustee, if given
by the holders), may declare the principal (or, in the
case of any series of Debt Securities originally issued
at a discount from their stated principal amount, such
portion of the principal amount as may be specified in
the terms of such series) of all of the Debt Securities
of such series and the interest, if any, accrued
thereon to be due and payable immediately; provided,
however, that the holders of a majority in aggregate
principal amount of the Debt Securities of such series
then outstanding, by notice in writing to the Issuers
and the Trustee, may rescind and annul such declaration
and its consequences if all defaults under such
Indenture are cured or waived (Section 5.1).

Each Indenture provides that no holder of any
series of Debt Securities then outstanding may
institute any suit, action or proceeding with respect
to, or otherwise attempt to enforce, such Indenture,
unless (i) such holder previously shall have given to
the Trustee written notice of default and of the
continuance thereof, (ii) the holders of not less than
25% in aggregate principal amount of such series of
Debt Securities then outstanding shall have made
written request to the Trustee to institute such suit,
action or proceeding and shall have offered to the
Trustee such reasonable indemnity as it may require
with respect thereto and (iii) the Trustee for 60 days
after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute
any such action, suit or proceeding; provided that,
subject to the subordination provisions applicable to
the Senior Subordinated Debt Securities and the TEL
Subordinated Debt Securities, the right of any holder
of any Debt Security to receive payment of the
principal of, premium, if any, or interest, if any, on
such Debt Security, on or after the respective due
dates, or to institute suit for the enforcement of any
such payment shall not be impaired or affected without
the consent of such holder (Section 5.4). The holders
<PAGE>
of a majority in aggregate principal amount of the Debt
Securities of such series then outstanding 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 the Trustee with
respect to the Debt Securities of such series, provided
that the Trustee may decline to follow such direction
if the Trustee determines that such action or
proceeding is unlawful or would involve the Trustee in
personal liability (Section 5.7).

The Issuers are required to furnish to the Trustee
annually a certificate as to compliance by the Issuers
with all conditions and covenants under each Indenture
(Section 4.3).

Discharge and Defeasance. Unless otherwise
specified in the applicable Prospectus Supplement, the
Issuers can discharge or defease their respective
obligations with respect to any series of Debt
Securities as set forth below (Article Ten).

The Issuers may discharge all of their obligations
(except those set forth below) to holders of any series
of Debt Securities issued under any Indenture that have
not already been delivered to the Trustee for
cancellation and that have either become due and
payable, or are by their terms due and payable within
one year (or scheduled for redemption within one year),
by irrevocably depositing with the Trustee cash or U.S.
Government Obligations (as defined in such Indenture),
or a combination thereof, as trust funds in an amount
certified to be sufficient to pay when due the
principal of, premium, if any, and interest, if any, on
all outstanding Debt Securities of such series and to
make any mandatory sinking fund payments, if any,
thereon when due.

Unless otherwise provided in the applicable
Prospectus Supplement, the Issuers may also elect at
any time to (a) defease and be discharged from all of
their obligations (except those set forth below) to
holders of any series of Debt Securities issued under
each Indenture ("defeasance") or (b) be released from
all of their obligations with respect to certain
covenants applicable to any series of Debt Securities
issued under each Indenture ("covenant defeasance"),
if, among other things: (i) the Issuers irrevocably
deposit with the Trustee cash or U.S. Government
Obligations, or a combination thereof, as trust funds
in an amount certified to be sufficient to pay when due
the principal of, premium, if any, and interest, if
any, on all outstanding Debt Securities of such series
<PAGE>
and to make any mandatory sinking fund payments, if
any, thereon when due and such funds have been so
deposited for 91 days; (ii) such deposit will not
result in a breach or violation of, or cause a default
under, any agreement or instrument to which either of
the Issuers is a party or by which it is bound; and
(iii) the Issuers deliver to the Trustee an opinion of
counsel to the effect that the holders of such series
of Debt Securities will not recognize income, gain or
loss for United States federal income tax purposes as a
result of such defeasance or covenant defeasance and
that defeasance or covenant defeasance will not
otherwise alter the United States federal income tax
treatment of such holders' principal and interest
payments, if any, on such series of Debt Securities.
Such opinion in the case of defeasance under clause (a)
above must be based on a ruling of the Internal Revenue
Service or a change in United States federal income tax
law occurring after the date of the Indenture relating
to the Debt Securities of such series, since such a
result would not occur under current tax law (Section
10.1).

Notwithstanding the foregoing, no discharge,
defeasance or covenant defeasance described above shall
affect the following obligations to or rights of the
holders of any series of Debt Securities: (i) rights of
registration of transfer and exchange of Debt
Securities of such series, (ii) rights of substitution
of mutilated, defaced, destroyed, lost or stolen Debt
Securities of such series, (iii) rights of holders of
Debt Securities of such series to receive payments of
principal thereof and premium, if any, and interest, if
any, thereon, upon the original due dates therefor (but
not upon acceleration), and to receive mandatory
sinking fund payments thereon when due, if any, (iv)
rights, obligations, duties and immunities of the
Trustee, (v) rights of holders of Debt Securities of
such series as beneficiaries with respect to property
so deposited with the Trustee payable to all or any of
them and (vi) obligations of the Issuers to maintain an
office or agency in respect of Debt Securities of such
series (Section 10.1).

The Issuers may exercise the defeasance option with
respect to any series of Debt Securities
notwithstanding the prior exercise of the covenant
defeasance option with respect to any series of Debt
Securities. If the Issuers exercise the defeasance
option with respect to any series of Debt Securities,
payment of such series of Debt Securities may not be
accelerated because of an Event of Default with respect
to such series of Debt Securities. If the Issuers
<PAGE>
exercise the covenant defeasance option with respect to
any series of Debt Securities, payment of such series
of Debt Securities may not be accelerated by reason of
an Event of Default with respect to the covenants to
which such covenant defeasance is applicable. However,
if such acceleration were to occur by reason of another
Event of Default, the realizable value at the
acceleration date of the cash and U.S. Government
Obligations in the defeasance trust could be less than
the principal of, premium, if any, and interest, if
any, and any mandatory sinking fund payments, if any,
then due on such series of Debt Securities, in that the
required deposit in the defeasance trust is based upon
scheduled cash flow rather than market value, which
will vary depending upon interest rates and other
factors.

Modification of the Indenture. Each Indenture
provides that the Issuers and the Trustee may enter
into supplemental indentures without the consent of the
holders of the Debt Securities to (a) evidence the
assumption by a successor entity of the obligations of
either or both of the Issuers under such Indenture, (b)
add covenants or new events of default for the
protection of the holders of such Debt Securities, (c)
cure any ambiguity or correct any inconsistency in the
Indenture, (d) establish the form and terms of Debt
Securities of any series, (e) evidence the acceptance
of appointment by a successor trustee, (f) secure such
Debt Securities, (g) designate a bank or trust company
other than The Chase Manhattan Bank to act as Trustee
for a series of Senior Debt Securities or TEL
Subordinated Debt Securities and United States Trust
Company of New York to act as Trustee for a series of
Senior Subordinated Debt Securities, (h) modify the
existing covenants and events of default solely in
respect of, or add new covenants and events of default
that apply solely to, Debt Securities not yet issued
and outstanding on the date of such supplemental
indenture, (i) provide for the issuance of Debt
Securities of any series in coupon form and
exchangeability of such Debt Securities for fully
registered Debt Securities, (j) modify, eliminate or
add to the provisions of such Indenture as necessary to
effect the qualification of such Indenture under the
Trust Indenture Act of 1939 and to add certain
provisions expressly permitted by such Act, (k) modify
the provisions to provide for the denomination of Debt
Securities in foreign currencies which shall not
adversely affect the interests of the holders of such
Debt Securities in any material respect and (l) in the
case of the Joint and Several Indentures, evidence and
provide for the release of TEC of its obligations under
<PAGE>
the Joint and Several Indentures and such Debt
Securities. (Section 8.1).

Each Indenture also contains provisions permitting
the Issuers and the Trustee, with the consent of the
holders of not less than a majority in aggregate
principal amount of Debt Securities of each series then
outstanding and affected, to add any provisions to, or
change in any manner or eliminate any of the provisions
of, such Indenture or of any supplemental indenture or
modify in any manner the rights of the holders of the
Debt Securities of such series; provided that the
Issuers and the Trustee may not, without the consent of
the holder of each outstanding Debt Security affected
thereby, (a) extend the stated final maturity of any
Debt Security, reduce the principal amount thereof,
reduce the rate or extend the time of payment of
interest, if any, thereon, reduce or alter the method
of computation of any amount payable on redemption,
repayment or purchase by the Issuers, change the coin
or currency in which principal, premium, if any, and
interest, if any, are payable, reduce the amount of the
principal of any original issue discount security
payable upon acceleration or provable in bankruptcy,
impair or affect the right to institute suit for the
enforcement of any payment or repayment thereof or, if
applicable, adversely affect any right of prepayment at
the option of the holder or (b) reduce the aforesaid
percentage in aggregate principal amount of Debt
Securities of any series issued under such Indenture
(Section 8.2).

Consolidation, Merger, Sale or Conveyance. Except
as otherwise provided in the applicable Prospectus
Supplement, the Joint and Several Indentures provide
that TEC or TEL may, and the TEL Indentures provide
that TEL may, without the consent of the holders of
Debt Securities, consolidate with, merge into or
transfer, exchange or dispose of all of its properties
to, any other corporation or partnership organized
under the laws of the United States or any political
subdivision thereof or therein or under the laws of the
Cayman Islands or any political subdivision thereof,
provided that (i) the successor corporation assumes all
obligations of TEC or TEL, as the case may be, by
supplemental indenture satisfactory in form to the
applicable Trustee executed and delivered to such
Trustee, under the Indentures and the Debt Securities,
(ii) immediately after giving effect to such
consolidation, merger, exchange or other disposition,
no Event of Default, and no event which, after notice
or lapse of time or both, would become an Event of
<PAGE>
Default, shall have occurred and be continuing and
(iii) certain other conditions are met. (Section 9.1).

Condition for Release of TEC. Except as otherwise
provided in the applicable Prospectus Supplement, each
Joint and Several Indenture provides that TEC may be
released from its obligations under such Joint and
Several Indenture and the Joint and Several Debt
Securities, without the consent of the holders of the
Joint and Several Debt Securities of any series, if the
1997 Notes and the 2000 Notes issued by TEC are no
longer outstanding or if TEL or any successor to TEL
has assumed the obligations of TEC under such Joint and
Several Debt Securities. (Section 3.7 of the Joint and
Several Senior Debt Indenture and Section 3.6 of the
Joint and Several Senior Subordinated Debt Indenture).
In the event of such release, a taxable sale or
exchange of a Debt Security for a new Debt Security
will not be deemed to occur unless the release results
in a change in payment expectations with respect to
Debt Securities. For these purposes a change in
payment expectations with respect to a debt instrument
is generally deemed to occur if there is a substantial
enhancement or impairment of the obligor's capacity to
meet payment obligations under the debt instrument and
certain other conditions are met. In the event a
release were to be treated as a taxable sale or
exchange, a holder of a Debt Security would recognize
gain or loss on the sale or exchange and might be
required to include in income different amounts during
the remaining term of the Debt Security than would have
been included absent such release.

Certain Definitions. Except as otherwise provided
in the applicable Prospectus Supplement, the following
definitions are applicable to the discussions of the
Indentures (Article One).

"Indebtedness," with respect to any person,
means, without duplication:
<PAGE>
(a)(i) the principal of, premium, if any,
and interest, if any, on indebtedness for money
borrowed of such person, indebtedness of such
person evidenced by bonds, notes, debentures or
similar obligations, and any guaranty by such
person of any indebtedness for money borrowed or
indebtedness evidenced by bonds, notes,
debentures or similar obligations of any other
person, whether any such indebtedness or
guaranty is outstanding on the date of the
Indenture or is thereafter created, assumed or
incurred, (ii) obligations of such person for
the reimbursement of any obligor on any letter
of credit, banker's acceptance or similar credit
transaction, (iii) the principal of and premium,
if any, and interest, if any, on indebtedness
incurred, assumed or guaranteed by such person
in connection with the acquisition by it or any
of its subsidiaries of any other businesses,
properties or other assets, (iv) lease
obligations that such person capitalized in
accordance with Statement of Financial
Accounting Standards No. 13 promulgated by the
Financial Accounting Standards Board or such
other generally accepted accounting principles
as may be from time to time in effect, (v) any
indebtedness of such person representing the
balance deferred and unpaid of the purchase
price of any property or interest therein
(except any such balance that constitutes an
accrued expense or trade payable) and any
guaranty, endorsement or other contingent
obligation of such person in respect of any
indebtedness of another that is outstanding on
the date of the Indenture or is thereafter
created, assumed or incurred by such person and
(vi) obligations of such person under interest
rate, commodity or currency swaps, caps,
collars, options and similar arrangements if and
to the extent that any of the foregoing
indebtedness in (i) through (vi) would appear as
a liability on the balance sheet of such person
in accordance with generally accepted accounting
principles; and

(b) any amendments, modifications,
refundings, renewals or extensions of any
indebtedness or obligation described as
Indebtedness in clause (a) above.

"Restricted Subsidiary" means (a) any
Subsidiary of TEL other than an Unrestricted
Subsidiary, and (b) any Subsidiary of TEL
which was an Unrestricted
<PAGE>
Subsidiary but which, subsequent to the date of the
Indentures, is designated by the Board of Directors
of TEL to be a Restricted Subsidiary; provided,
however, that TEL may not designate any such
Subsidiary to be a Restricted Subsidiary if TEL
would thereby breach any covenant or agreement
contained in the Indentures (on the assumptions
that any outstanding Indebtedness of such
Subsidiary was incurred at the time of such
designation).

"Subsidiary" of any specified Person means any
corporation of which such Person, or such Person
and one or more Subsidiaries of such Person, or any
one or more Subsidiaries of such Person, directly
or indirectly own voting securities entitling any
one or more of such Person and its Subsidiaries to
elect a majority of the directors, either at all
times, or so long as there is no default or
contingency which permits the holders of any other
class or classes of securities to vote for the
election of one or more directors.

"Unrestricted Subsidiary" means (a) any
Subsidiary of TEL acquired or organized after the
date of the Indentures, provided, however, that
such Subsidiary shall not be a successor, directly
or indirectly, to any Restricted Subsidiary and (b)
any Subsidiary of TEL substantially all the assets
of which consist of stock or other securities of a
Subsidiary or Subsidiaries of the character
described in clause (a) above, unless and until
such Subsidiary shall have been designated to be a
Restricted Subsidiary.

Provisions Applicable Solely to Senior Debt Securities

General. Senior Debt Securities will be issued
under a Senior Debt Indenture and will rank pari passu
with all other unsecured and unsubordinated debt of the
Issuers.

Limitations on Liens. The Senior Debt Indentures
provide that, so long as any Senior Debt Securities are
outstanding, the Issuers will not, and will not permit
any Restricted Subsidiary to, pledge, mortgage,
hypothecate or grant a security interest in, or permit
any mortgage, pledge, security interest or other lien
upon, any property or assets owned by an Issuer or any
Restricted Subsidiary to secure any Indebtedness,
without making effective provision whereby outstanding
Senior Debt Securities shall be equally and ratably
secured.
<PAGE>
Under the terms of the Senior Debt Indentures, the
foregoing limitation does not apply to (a) any
mortgage, pledge, security interest, lien or
encumbrance upon any property or assets created at the
time of the acquisition of such property or assets by
an Issuer or any Restricted Subsidiary or within one
year after such time to secure all or a portion of the
purchase price for such property or assets; (b) any
mortgage, pledge, security interest, lien or
encumbrance upon any property or assets existing
thereon at the time of the acquisition thereof by an
Issuer or any Restricted Subsidiary (whether or not the
obligations secured thereby are assumed by an Issuer or
any Restricted Subsidiary); (c) any mortgage, pledge,
security interest, lien or encumbrance upon any
property or assets, whenever acquired, of any
corporation or other entity that becomes a Restricted
Subsidiary after the date of the Senior Debt Indenture,
provided that (i) the instrument creating such
mortgage, pledge, security interest, lien or
encumbrance shall be in effect prior to the time such
corporation or other entity becomes a Restricted
Subsidiary and (ii) such mortgage, pledge, security
interest, lien or encumbrance shall only apply to
properties or assets owned by such corporation or other
entity at the time it becomes a Restricted Subsidiary
or thereafter acquired by it from sources other than an
Issuer or another Restricted Subsidiary; (d) any
mortgage, pledge, security interest, lien or
encumbrance arising from or in connection with a
conveyance by an Issuer or a Restricted Subsidiary of
any production payment with respect to oil, gas,
natural gas, carbon dioxide, sulphur, helium, coal,
metals, minerals, steam, timber or other natural
resources; (e) any mortgage, pledge, security interest,
lien or encumbrance with respect to, or other transfer
of, crude oil, natural gas or other petroleum
hydrocarbons in place for a period of time until, or in
an amount such that, the transferee will realize
therefrom a specified amount (however determined) of
money or of such crude oil, natural gas or other
petroleum hydrocarbons; (f) any mortgage, pledge,
security interest, lien or encumbrance required by any
contract or statute in order to permit an Issuer or any
Restricted Subsidiary to perform any contract or
subcontract made by it with or at the request of the
United States or any State thereof or any foreign
government or any department, agency, organization or
instrumentality thereof, or to secure partial,
progress, advance or other payments to an Issuer or any
Restricted Subsidiary by such governmental unit
pursuant to the provisions of any contract or statute;
<PAGE>
(g) any mortgage, pledge, security interest, lien or
encumbrance in favor of an Issuer or any wholly-owned
Subsidiary of TEL; (h) any mortgage, pledge, security
interest, lien or encumbrance created or assumed by an
Issuer or a Restricted Subsidiary in connection with
the issuance of debt securities the interest on which
is excludable from gross income of the holder of such
security pursuant to the Internal Revenue Code of 1986,
as amended, for the purpose of financing, in whole or
in part, the acquisition or construction of property or
assets to be used by an Issuer or a Subsidiary; (i) any
extension, renewal or refunding of any mortgage,
pledge, security interest, lien or encumbrance
described in the foregoing subparagraphs (a) through
(h) on substantially the same property or assets
theretofore subject thereto; or (j) any mortgage,
pledge, security interest, lien or encumbrance securing
any Indebtedness in an amount which, together with all
other Indebtedness secured by a mortgage, pledge,
security interest, lien or encumbrance that is not
otherwise permitted by the foregoing provisions, does
not at the time of the incurrence of the Indebtedness
so secured exceed 20% of Consolidated Net Tangible
Assets. For the purpose of this provision, "security
interest" will include the interest of the lessor under
a lease with a term of three years or more that should
be, in accordance with generally accepted accounting
principles, recorded as a capital lease, and any such
lease of property or assets not acquired from an Issuer
or any Restricted Subsidiary in contemplation of such
lease shall be treated as though the lessee had
purchased such property or assets from the lessor.
(Section 3.6 of the Senior Debt Indentures).

Provisions Applicable Solely to Senior Subordinated
Debt Securities and TEL Subordinated Debt Securities

Subordination. The TEL Subordinated Debt Securities
will be subordinate and junior in right of payment, to
the extent set forth in the TEL Subordinated Debt
Indenture, to all Senior Indebtedness. The Senior
Subordinated Debt Securities will be subordinate and
junior in right of payment, to the extent set forth in
the Senior Subordinated Debt Indentures, to all Senior
Indebtedness of the Issuers. The Senior Subordinated
Debt Securities will rank senior to all existing and
future Indebtedness of the Issuers that is neither
Senior Indebtedness nor Senior Subordinated
Indebtedness, and only Indebtedness of the Issuers that
is Senior Indebtedness will rank senior to the Senior
Subordinated Debt Securities in accordance with the
<PAGE>
subordination provisions of the Senior Subordinated
Debt Indentures.

"Senior Indebtedness" is defined in the TEL
Subordinated Debt Indenture and the Senior Subordinated
Debt Indentures with respect to either Issuer as
Indebtedness of such Issuer outstanding at any time
(other than the Indebtedness evidenced by the Debt
Securities of any series) except (a) any Indebtedness
as to which, by the terms of the instrument creating or
evidencing the same, it is provided that such
Indebtedness is not senior or prior in right of payment
to the Debt Securities or is pari passu or subordinate
by its terms in right of payment to the Debt
Securities, (b) renewals, extensions and modifications
of any such Indebtedness, (c) any Indebtedness of such
Issuer to a wholly-owned Subsidiary of TEL,
(d) interest accruing after the filing of a petition
initiating certain events of bankruptcy or insolvency
unless such interest is an allowed claim enforceable
against such Issuer in a proceeding under federal or
state bankruptcy laws and (e) trade payables.

"Senior Subordinated Indebtedness" of either Issuer
means the Senior Subordinated Debt Securities and any
other Indebtedness of such Issuer that ranks pari passu
with the Senior Subordinated Debt Securities (including
the 1997 Notes, the 2000 Notes and the Guarantees
thereof). Any Indebtedness of an Issuer that is
subordinate or junior by its terms in right of payment
to any other Indebtedness of such Issuer shall be
subordinate to Senior Subordinated Indebtedness of such
Issuer unless the instrument creating or evidencing the
same or pursuant to which the same is outstanding
specifically provides that such Indebtedness (i) is to
rank pari passu with other Senior Subordinated
Indebtedness of such Issuer and (ii) is not
subordinated by its terms to any Indebtedness of such
Issuer which is not Senior Indebtedness of such Issuer.

"Subordinated Indebtedness" of either Issuer means
the Senior Subordinated Debt Securities, any other
Senior Subordinated Indebtedness of such Issuer and any
other Indebtedness that is subordinate or junior in
right of payment to Senior Indebtedness of such Issuer.

If (i) either Issuer should default in the payment
of any principal of, premium, if any, or interest, if
any, on any Senior Indebtedness of such Issuer when the
same becomes due and payable, whether at maturity or at
a date fixed for prepayment or by declaration of
acceleration or otherwise or (ii) any other default
with respect to Senior Indebtedness of such Issuer
<PAGE>
shall occur and the maturity of such Senior
Indebtedness has been accelerated in accordance with
its terms, then, upon written notice of such default to
such Issuer by the holders of such Senior Indebtedness
or any trustee therefor, unless and until such default
shall have been cured or waived or shall have ceased to
exist or such acceleration shall have been rescinded,
no direct or indirect payment (in cash, property,
securities, by set-off or otherwise) will be made or
agreed to be made for principal of, premium, if any, or
interest, if any, on any of the Senior Subordinated
Debt Securities or the TEL Subordinated Debt
Securities, or in respect of any redemption,
retirement, purchase or other acquisition of the Senior
Subordinated Debt Securities or the TEL Subordinated
Debt Securities other than those made in capital stock
of TEL (or cash in lieu of fractional shares thereof)
(Sections 13.1 and 13.4 of the Senior Subordinated Debt
Indentures and Sections 13.1 and 13.4 of the TEL
Subordinated Debt Indenture).

If any default (other than a default described in
the preceding paragraph) under the Senior Indebtedness
of an Issuer, pursuant to which the maturity thereof
may be accelerated immediately or the expiration of any
applicable grace periods occurs (a "Senior Nonmonetary
Default"), then, upon the receipt by such Issuer and
the Trustee of written notice thereof (a "Payment
Notice") from or on behalf of holders of such Senior
Indebtedness specifying an election to prohibit such
payment and other action by such Issuer in accordance
with the following provisions of this paragraph, such
Issuer may not make any payment or take any other
action that would be prohibited by the immediately
preceding paragraph during the period (the "Payment
Blockage Period") commencing on the date of receipt of
such Payment Notice and ending on the earlier of (i)
the date, if any, on which the holders of such Senior
Indebtedness or their representative notify the Trustee
that such Senior Nonmonetary Default is cured or waived
or ceases to exist or the Senior Indebtedness to which
such Senior Nonmonetary Default relates is discharged
or (ii) the 179th day after the date of receipt of such
Payment Notice. Notwithstanding the provisions
described in the immediately preceding sentence, such
Issuer may resume payments on the Senior Subordinated
Debt Securities and the TEL Subordinated Debt
Securities after such Payment Blockage Period.

If (i) (A) without the consent of an Issuer, a
receiver, conservator, liquidator or trustee of such
Issuer or of any of its property is appointed by the
order or decree of any court or agency or supervisory
<PAGE>
authority having jurisdiction, and such decree or order
remains in effect for more than 60 days or (B) such
Issuer is adjudicated bankrupt or insolvent or (C) any
of its property is sequestered by court order and such
order remains in effect for more than 60 days or (D) a
petition is filed against such Issuer under any state
or federal bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution,
liquidation or receivership law of any jurisdiction
whether now or hereafter in effect, and is not
dismissed within 60 days after such filing; (ii) such
Issuer (A) commences a voluntary case or other
proceeding seeking liquidation, reorganization,
arrangement, insolvency, readjustment of debt,
dissolution, liquidation or other relief with respect
to itself or its debt or other liabilities under any
bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its
property, or (B) consents to any such relief or to the
appointment of or taking possession by any such
official in an involuntary case or other proceeding
commenced against it, or (C) fails generally to, or
cannot, pay its debts generally as they become due or
(D) takes any corporate action to authorize or effect
any of the foregoing; or (iii) any Subsidiary of such
Issuer takes, suffers or permits to exist any of the
events or conditions referred to in the foregoing
clause (i) or (ii), then all Senior Indebtedness of
such Issuer (including any interest thereon accruing
after the commencement of any such proceedings) will
first be paid in full before any payment or
distribution, whether in cash, securities or other
property, is made by any Issuer to any holder of Senior
Subordinated Debt Securities or TEL Subordinated Debt
Securities on account of the principal of, premium, if
any, or interest, if any, on such Senior Subordinated
Debt Securities or TEL Subordinated Debt Securities, as
the case may be. Any payment or distribution, whether
in cash, securities or other property (other than
securities of such Issuer or any other corporation
provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at
least to the extent provided in the subordination
provisions with respect to the indebtedness evidenced
by the Senior Subordinated Debt Securities or the TEL
Subordinated Debt Securities, to the payment of all
Senior Indebtedness of such Issuer then outstanding and
to any securities issued in respect thereof under any
such plan of reorganization or readjustment) that would
otherwise (but for the subordination provisions) be
<PAGE>
payable or deliverable in respect of the Senior
Subordinated Debt Securities or the TEL Subordinated
Debt Securities of any series will be paid or delivered
directly to the holders of Senior Indebtedness of such
Issuer in accordance with the priorities then existing
among such holders until all Senior Indebtedness of
such Issuer (including any interest thereon accruing
after the commencement of any such proceedings) has
been paid in full. In the event of any such proceeding,
after payment in full of all sums owing with respect to
Senior Indebtedness of such Issuer, the holders of
Senior Subordinated Debt Securities, together with the
holders of any obligations of such Issuer ranking on a
parity with the Senior Subordinated Debt Securities,
will be entitled to be repaid from the remaining assets
of such Issuer the amounts at that time due and owing
on account of unpaid principal of, premium, if any, or
interest, if any, on the Senior Subordinated Debt
Securities and such other obligations before any
payment or other distribution, whether in cash,
property or otherwise, shall be made on account of any
capital stock or obligations of such Issuer ranking
junior to the Senior Subordinated Debt Securities
(including the TEL Subordinated Debt Securities) and
such other obligations (Section 13.1 of the Senior
Subordinated Debt Indentures and Section 13.1 of the
TEL Subordinated Debt Indenture).

If any payment or distribution of any character,
whether in cash, securities or other property (other
than securities of such Issuer or any other corporation
provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at
least to the extent provided in the subordination
provisions with respect to the Senior Subordinated Debt
Securities or the TEL Subordinated Debt Securities, to
the payment of all Senior Indebtedness of such Issuer
then outstanding and to any securities issued in
respect thereof under any such plan of reorganization
or readjustment), shall be received by the Trustee, or
any holder of any Senior Subordinated Debt Securities
or TEL Subordinated Debt Securities in contravention of
any of the terms of the Senior Subordinated Debt
Indentures or the TEL Subordinated Debt Indenture, as
the case may be, such payment or distribution of
securities will be received in trust for the benefit
of, and will be paid over or delivered and transferred
to, the holders of the Senior Indebtedness of such
Issuer then outstanding in accordance with the
priorities then existing among such holders for
application to the payment of all Senior Indebtedness
of such Issuer remaining unpaid to the extent necessary
to pay all such Senior Indebtedness in full (Section
<PAGE>
13.1 of the Senior Subordinated Debt Indentures and
Section 13.1 of the TEL Subordinated Debt Indenture).

By reason of such subordination, in the event of
the insolvency of either Issuer, holders of Senior
Indebtedness of such Issuer may receive more, ratably,
than holders of the Senior Subordinated Debt Securities
or TEL Subordinated Debt Securities. Such subordination
will not prevent the occurrence of any Event of Default
(as defined in the Indentures) or limit the right of
acceleration in respect of the Senior Subordinated Debt
Securities or TEL Subordinated Debt Securities.

Concerning the Trustee

The Chase Manhattan Bank, the Trustee under the
Senior Debt Indentures and the TEL Subordinated Debt
Indenture, may make loans to TEC or TEL in the normal
course of business. The Chase Manhattan Bank serves as
trustee with respect to TEC 's 12 1/2% Senior
Subordinated Discount Notes due 1997. United States
Trust Company of New York, the Trustee under the Senior
Subordinated Debt Indentures, serves as trustee with
respect to TEC 's 9-3/4% Senior Subordinated Discount
Notes due 2000. If a bank or trust company other than
The Chase Manhattan Bank or United States Trust Company
of New York is to act as Trustee for a series of Debt
Securities, information concerning such other Trustee
will be set forth in the Prospectus Supplement relating
to such series of Debt Securities.

DESCRIPTION OF SHARE CAPITAL OF TEL

The following statements with respect to TEL's
share capital are subject to the detailed provisions of
the Company's Articles of Association (the "Articles of
Association"), its Memorandum of Association (the
"Memorandum of Association"), the resolutions with
respect to the Convertible Preference Shares (the
"Resolutions"), and the Preference Share Purchase
Rights created pursuant to the Rights Agreement entered
into between the Company and Chemical Bank, as Rights
Agent (the "Rights Agreement"). These statements do not
purport to be complete and, while the Company believes
the descriptions of the material provisions of the
Articles of Association, Memorandum of Association,
Resolutions and Rights Agreement contained in this
Prospectus are accurate statements with respect to such
material provisions, such statements are subject to the
detailed provisions in the Articles of Association,
Memorandum of Association, Resolutions and Rights
<PAGE>
Agreement to which reference is hereby made for a full
description of such provisions.

Preference Shares

Under the Articles of Association, the Company has
authority to issue 20,000,000 preference shares, par
value $.01 per share. There were 247,469 shares of 5%
convertible preference shares, par value $.01 per share
(the "Convertible Preference Shares") outstanding at
January 31, 1997. No other preference shares are
currently outstanding.

The Preference Shares may be issued by resolutions
of the Company's Board of Directors from time to time
without any action of the shareholders. Such
resolutions may authorize issuances in one or more
classes or series of the preference shares and may fix
and determine dividend and liquidation preferences,
voting rights, conversion privileges, redemption terms,
and other privileges and rights of the shareholders of
each class or series so authorized.

The specific terms of a particular series of
Preference Shares offered hereby will be described in a
Prospectus Supplement relating to such series and will
include the following:

(i) The maximum number of shares to constitute
the series and the distinctive designation thereof;

(ii) The annual dividend rate, if any, on shares
of the series, the date or dates from which
dividends will begin to accrue or accumulate and
the dates upon which such dividends shall be
payable and whether dividends will be cumulative;

(iii) Whether the shares of the series will be
redeemable and, if so, the price at and the terms
and conditions on which the shares of the series
may be redeemed, including the time during which
shares of the series may be redeemed and any
accumulated dividends thereon that the holders of
shares of the series shall be entitled to receive
upon the redemption thereof;

(iv) The liquidation preference, if any,
applicable to shares of the series;
(v) Whether the shares of the series will be
subject to operation of a retirement or sinking
fund and, if so, the extent and manner in which any
such fund shall be applied to the purchase or
redemption of the shares of the series for
<PAGE>
retirement or for other corporate purposes, and the
terms and provisions relating to the operation of
such fund;

(vi) The terms and conditions, if any, on which
the shares of the series shall be convertible into,
or exchangeable for, shares of any other class or
series of share capital of TEL or another
corporation or any series of any other class or
classes, or of any other series of the same class,
including the price or prices or the rates of
conversion or exchange and the method, if any, of
adjusting the same;

(vii) The voting rights, if any, on the shares of
the series; and

(viii) Any other preferences and relative,
participating, optional or other special rights or
qualifications, limitations or restrictions
thereof.

Outstanding 5% Convertible Preference Shares

Dividends. Holders of Convertible Preference Shares
are entitled to receive, when, as, and if declared by
the Board of Directors of the Company out of funds of
the Company legally available for payment, cumulative
cash dividends at the annual rate per share equal to 5
percent of the Redemption Price (defined to be $34.41
per share) of the shares payable semi-annually on
September 30 and March 30 in each year, except that if
any such date is a Saturday, Sunday, or legal holiday,
then such dividend shall be payable on the next day
that is not a Saturday, Sunday, or legal holiday.
Dividends accrue from the date on which the Convertible
Preference Shares were issued and are payable to
holders of record as they appear on the stock books of
the Company on such record dates as are fixed by the
Board of Directors of the Company. The amount of
dividends payable for each semi-annual dividend period
is computed by dividing the annual dividend amount by
two. The amount of dividends payable for any period
other than a full semi-annual dividend period is
computed on the basis of a 360-day year of twelve
30-day months. No interest will be payable in respect
of any dividend payment on the Convertible Preference
Shares which may be in arrears.

If dividends on the Convertible Preference Shares
shall not have been declared and paid in full, or funds
set aside for payment, by a date 15 days after a
dividend payment date (a "Calculation Date"), dividends
<PAGE>
payable on the Convertible Preference Shares shall be
increased by an amount equal to the prime rate of
Morgan Guaranty Trust Company of New York as in effect
on each Calculation Date plus 1 percent applied against
the amount of dividends so due and unpaid until such
dividends shall be paid (the "Penalty Dividend").

The Convertible Preference Shares have priority as
to dividends over Ordinary Shares and any other series
or class of the Company's shares hereafter issued which
ranks junior as to dividends to the Convertible
Preference Shares ("Junior Dividend Shares"), and no
dividend (other than dividends payable solely in Junior
Dividend Shares) may be paid on, and no purchase,
redemption, or other acquisition may be made by the
Company of, any Junior Dividend Shares unless all
accrued and unpaid dividends on the Convertible
Preference Shares have been paid or declared and set
apart for payment. The Company may not pay dividends on
any class or series of its shares having parity with
the Convertible Preference Shares as to dividends
("Parity Dividend Shares"), unless it has paid or
declared and set apart for payment or contemporaneously
pays or declares and sets apart for payment all accrued
and unpaid dividends for all prior periods on the
Convertible Preference Shares and may not pay dividends
on the Convertible Preference Shares unless it has paid
or declared and set apart for payment or
contemporaneously pays or declares and sets apart for
payment all accrued and unpaid dividends for all prior
periods on the Parity Dividend Shares. Notwithstanding
the preceding sentence, whenever all accrued dividends
are not paid in full on the Convertible Preference
Shares or any Parity Dividend Shares, all dividends
declared on the Convertible Preference Shares and such
Parity Dividend Shares will be declared or made pro
rata so that the amount of dividends declared per share
on the Convertible Preference Shares and such Parity
Dividend Shares will bear the same ratio that accrued
and unpaid dividends per share on the Convertible
Preference Shares and such Parity Dividend Shares bear
to each other. The Convertible Preference Shares will
be junior as to dividends to any series or class of
TEL's shares hereafter issued which ranks senior as to
dividends to the Convertible Preference Shares ("Senior
Dividend Shares"), and if at any time TEL has failed to
pay or declare and set apart for payment accrued and
unpaid dividends on any Senior Dividend Shares, TEL may
not pay any dividend on the Convertible Preference
Shares.

Liquidation Rights. In case of the voluntary or
involuntary liquidation, dissolution, or winding up of
<PAGE>
the Company, holders of Convertible Preference Shares
are entitled to receive an amount per share equal to
the Redemption Price, plus any accrued and unpaid
dividends (including Penalty Dividends) to the payment
date (the "Liquidation Price"), before any payment or
distribution is made to the holders of Ordinary Shares
or any other series or class of the Company's shares
hereafter issued which ranks junior as to liquidation
rights to the Convertible Preference Shares, but the
holders of Convertible Preference Shares will not be
entitled to receive the Liquidation Price of such
shares until the liquidation price of any other series
or class of the Company's shares hereafter issued which
ranks senior as to liquidation rights to the
Convertible Preference Shares ("Senior Liquidation
Shares") has been paid in full; provided, if, at such
time, any holder of Convertible Preference Shares has
any outstanding debts, liabilities or engagements to or
with the Company (whether presently payable or not),
either alone or jointly with any other person, whether
a shareholder or not, (including, without any
limitation, any liability associated with the unpaid
purchase price of such Convertible Preference Shares),
the liquidator appointed to oversee the liquidation of
the Company may deduct from the fixed liquidation
amount payable in respect of such Convertible
Preference Shares the aggregate amount of such debts,
liabilities and engagements and apply such amount to
any of such debts, liabilities or engagements. The
holders of Convertible Preference Shares and all series
or classes of the Company's shares hereafter issued
which rank on a parity as to liquidation rights with
the Convertible Preference Shares are entitled to share
ratably, in accordance with the respective preferential
amounts payable on such shares, in any distribution
(after payment of the liquidation price of the Senior
Liquidation Shares) which is not sufficient to pay in
full the aggregate of the amounts payable thereon.
After payment in full of the Liquidation Price of the
Convertible Preference Shares, the holders of such
shares will not be entitled to any further
participation in any distribution of assets by the
Company. Neither a consolidation or merger of the
Company with another company nor a sale or transfer of
all or part of the Company's assets for cash,
securities, or other property will be considered a
liquidation, dissolution, or winding up of the Company.

Redemption. The Company may, at its option, redeem
the Convertible Preference Shares, in whole or in part,
at any time on or after March 30, 1998 or at any time
when there are fewer than 133,005 Convertible
Preference Shares outstanding. The redemption price
<PAGE>
payable upon such optional redemption shall be the
Redemption Price plus any accrued and unpaid dividends
(including Penalty Dividends) to the redemption date.
Such Redemption Price shall be payable in cash.

The Convertible Preference Shares shall be subject
to mandatory redemption by the Company on March 30,
2004. At the option of the Company, such redemption may
be for (i) cash at the Redemption Price plus any
accrued and unpaid dividends (including Penalty
Dividends) to the redemption date; (ii) such number of
Ordinary Shares whose aggregate value (based on the
then current market price determined as set forth in
the Resolutions) equals the Redemption Price plus any
accrued and unpaid dividends (including Penalty
Dividends) to the redemption date; or (iii) a
combination of cash and Ordinary Shares equal to the
Redemption Price plus any accrued and unpaid dividends
(including Penalty Dividends) to the redemption date.
The Redemption Price equals $34.41 per share.

Voting Rights. The holders of Convertible
Preference Shares have no voting rights except as
described below or as required by Cayman Islands law.
In exercising any such vote each outstanding
Convertible Preference Share is entitled to one vote.

So long as any Convertible Preference Shares are
outstanding, the Company will not, without the
affirmative vote or consent of the holders of at least
two-thirds of the outstanding Convertible Preference
Shares, voting or consenting separately as a class with
holders of any other class of the Company's preference
shares similarly affected, issue other than wholly for
cash consideration, any shares of any class of Senior
Dividend Shares or Senior Liquidation Shares, or amend
the Articles of Association in a manner adversely
affecting the rights of such shareholders.

The Articles of Association may be amended to
increase the number of authorized shares of the
Company's preference shares without the vote of the
holders of the outstanding Convertible Preference
Shares.

The holders of the Convertible Preference Shares
have no pre-emptive rights with respect to any shares
of the Company or any other securities of TEL
convertible into or carrying rights or options to
purchase any such shares.

Conversion Rights. The holders of Convertible
Preference Shares are entitled to convert their
Convertible Preference Shares into Ordinary Shares
<PAGE>
subject to the qualifications described below, except
that, with respect to Convertible Preference Shares
called for redemption, conversion rights will expire at
the close of business on the fifth day prior to the
redemption date (unless the Company defaults in the
payment of the Redemption Price). No payment or
adjustment will be made in respect of dividends on the
Convertible Preference Shares that may be accrued or
unpaid or in arrears upon conversion of shares of
Convertible Preference Shares except as set forth
below. No fractional shares will be issued and, in lieu
of any fractional share, the Company will pay a cash
adjustment based on the then current market price
(determined as set forth in the Resolutions) of the
Ordinary Shares.

Each Convertible Preference Share is convertible
initially into one Ordinary Share. However, the number
of Ordinary Shares issuable on conversion of each
Convertible Preference Share (the "Conversion Rate") is
subject to adjustment as described below.

The Conversion Rate is subject to adjustment in
certain circumstances, including in respect of any
dividends not declared and paid in full in respect of
any dividend payment date occurring prior to the date
of conversion and any Penalty Dividends payable
thereon, upon the issuance of Ordinary Shares as a
stock dividend, in connection with combinations and
subdivisions of Ordinary Shares, upon certain
reclassifications of Ordinary Shares, upon the issuance
to the Company's shareholders of rights or warrants to
subscribe for or purchase Ordinary Shares at a price
per share less than the then current market price of
Ordinary Shares, and in connection with certain
distributions to the Company's shareholders of
evidences of indebtedness or assets. Except in the case
of the adjustment in respect of dividends, no
adjustment in the Conversion Price will be required
unless it would result in at least a 1 per cent
increase or decrease in the Conversion Price; however,
any adjustment not made will be carried forward.

In case of any consolidation or merger of the
Company with any other company, or in the case of any
merger of another company into the Company (other than
a merger with a company in which merger the Company is
the continuing company and which does not result in any
reclassification, conversion, exchange or cancellation
of outstanding shares of the Company), or in the case
of a sale or conveyance of all or substantially all of
the assets of the Company to another company, the
Company will be required to make proper provisions so
<PAGE>
that the holder of each Convertible Preference Share
then outstanding will have the right thereafter to
convert such Convertible Preference Share into the kind
or amount of shares of stock and other securities and
property receivable upon such consolidation, merger,
sale or conveyance by a holder of the number of
Ordinary Shares into which such Convertible Preference
Share might have been converted immediately prior to
such consolidation, merger, sale or conveyance.

Preference Share Purchase Rights

The Board of Directors of TEL has adopted a
Shareholder Rights Plan pursuant to which preference
share purchase rights attach to all Ordinary Shares at
the rate of one right for each Ordinary Share. Chemical
Bank is the Rights Agent for the Preference Share
Purchase Rights. Each right entitles the registered
holder to purchase from the Company one one-thousandth
of a Series A Junior Participating Preference Share,
par value $.01 per share (the "Junior Preference
Shares"), of the Company at a price of $120 per one
one-thousandth of a share of such Junior Preference
Shares, subject to adjustment.

Generally, the rights only become distributable ten
days following public announcement that a person has
acquired beneficial ownership of 15% or more of the
Ordinary Shares or ten business days following
commencement of a tender or exchange offer for 15% or
more of the outstanding Ordinary Shares; provided that,
pursuant to the terms of the Shareholder Rights Plan,
Oppenheimer Group, Inc. may increase its level of
beneficial ownership to 19.9% without triggering a
distribution of the rights. If, among other events, any
person becomes the beneficial owner of 15% or more of
the Ordinary Shares (except as aforesaid), each right
not owned by such person generally becomes the right to
purchase such number of Ordinary Shares that is equal
to the amount obtained by dividing the right's exercise
price (currently $120) by 50% of the market price of
the Ordinary Shares on the date of the first
occurrence. In addition, if the Company is subsequently
merged or certain other extraordinary business
transactions are consummated, each right generally
becomes a right to purchase such number of shares of
common stock of the acquiring person that is equal to
the amount obtained by dividing the right's exercise
price by 50% of the market price of such Ordinary
Shares on the date of the first occurrence.

Under certain circumstances, the Company's
directors may determine that a tender offer or merger
<PAGE>
is fair to all shareholders and prevent the rights from
being exercised. At any time after any person or group
acquires 15% or more of the Ordinary Shares outstanding
(except as aforesaid) and prior to the acquisition by
such person or group of 50% or more of the outstanding
Ordinary Shares or the occurrence of an event described
in the prior paragraph, the Board of Directors of the
Company may exchange the rights (other than rights
owned by such person or group which will have become
void), in whole or in part, at an exchange ratio of one
Ordinary Share, or one one-thousandth of a Junior
Preference Share per right (subject to adjustment). The
Company has the ability to amend the rights (except the
redemption price) in any manner prior to the public
announcement that a 15% position has been acquired or a
tender offer has been commenced.

Any Junior Preference Shares issued pursuant to the
Shareholders Rights Plan will rank junior as to
dividends and liquidation to the Convertible Preference
Shares. Junior Preference Shares purchasable upon
exercise of the rights will not be redeemable. Each
Junior Preference Share will be entitled, when, as and
if declared, to a minimum preferential quarterly
dividend payment of $1 per share but will be entitled
to an aggregate dividend of 1,000 times the dividend
declared per Ordinary Share. In the event of
liquidation, the holders of the Junior Preference
Shares will be entitled to a minimum preferential
liquidation payment of $1000 per share (plus any
accrued but unpaid dividends) but will be entitled to
an aggregate payment of 1,000 times the payment made
per Ordinary Share. Each Junior Preference Share will
have 1,000 votes, voting together with Ordinary Shares.
Finally, in the event of any merger, consolidation or
other transaction in which Ordinary Shares are
converted or exchanged, each Junior Preference Share
will be entitled to receive 1,000 times the amount
received per Ordinary Share. These rights are protected
by customary antidilution provisions.

The Company will be entitled to redeem the rights
at $0.01 a right at any time prior to the time that a
15% position has been acquired. The rights will expire
on May 22, 2005.

Ordinary Shares

General. Under the Articles of Association, the
Company has authority to issue 200,000,000 Ordinary
Shares. There were 36,363,264 Ordinary Shares
outstanding as of January 31, 1997.

<PAGE>
Voting and Other Rights. Under the Articles of
Association, the holders of Ordinary Shares are
entitled to one vote for each share held on all matters
submitted to shareholders' meetings, including the
election and removal of directors, and vote together as
a single class with any voting preference shares unless
the terms of any voting preference shares or the
Articles of Association otherwise provide. The Articles
of Association provide that the quorum required for a
general meeting of the shareholders is a majority of
the outstanding Ordinary Shares entitled to vote at
such meeting. All matters voted upon at any duly held
shareholders' meeting shall be carried by a majority of
the votes cast at the meeting by shareholders
represented in person or by proxy, except (i) election
of directors, who are elected by plurality vote, (ii)
approval of a merger or a similar arrangement, which,
pursuant to Cayman Islands law, requires the approval
by 75% of the votes cast (but, in any event, under the
Articles of Association, at least a majority of the
outstanding shares), and (iii) approval of a Special
Resolution (as defined below). A change of corporate
name, the voluntary dissolution, liquidation or
winding-up of the affairs of the Company, a reduction
of paid-up share capital, and any amendment to the
Company's Articles of Association or Memorandum of
Association require approval by a Special Resolution by
the shareholders of the Company. A Special Resolution
requires the approval of at least two-thirds of the
votes cast by the shareholders represented in person or
by proxy at a duly convened meeting. The Board of
Directors or the President may at any time proceed to
convene a general meeting of the Company. The Company
must provide at least 10 days' notice of a general
meeting.

Because holders are not entitled to cumulate their
votes, shareholders holding a majority of the
outstanding Ordinary Shares, voting together as a class
with the holders of any voting preference shares which
may be issued, are able to elect all members of the
board of directors of TEL. The Articles of Association
provide that the directors are to be elected in three
classes of approximately equal number and for a term of
three years, with the result that shareholders will not
vote for the election of a majority of directors in any
single year. Holders of Ordinary Shares have no
preemptive rights.

The Articles of Association provide that whenever
the share capital of TEL is divided into different
classes of shares, the rights attached to any class may
(unless otherwise provided by the terms of issue of the
<PAGE>
shares of that class) be varied only with the consent
in writing of the holders of such class or pursuant to
a Special Resolution adopted at a meeting with such
holders voting separately as a class. The Articles of
Association further provide that, unless otherwise
provided by the rights attached to any shares, such
rights will not be deemed to be varied by the allotment
of further shares which confer on the holders voting
rights more favorable than those conferred by such
shares. Such rights will not otherwise be deemed to be
varied by the creation or issuance of further shares,
including any additional Ordinary Shares or different
classes of shares with preferential rights as to
dividends or capital.

There are no limitations on the right of
nonresident shareholders to hold or vote their Ordinary
Shares imposed by Cayman Islands law or the Articles of
Association.

Dividend Rights. The holders of Ordinary Shares are
entitled at any time to receive such dividends as are
declared by the Board of Directors. The ability of the
Company to pay dividends on capital stock is restricted
by covenants in the Company's credit facility as well
as covenants in the indentures relating to the 1997
Notes and the 2000 Notes. The Company currently intends
to retain earnings for use in its business and the
financing of its capital requirements. The payment of
any future cash dividends is necessarily dependent upon
the earnings and financial needs of the Company, along
with applicable legal and contractual restrictions.

Liquidation of the Company. If, at the time of any
liquidation, dissolution or winding-up of the Company
the holder of Ordinary Shares has any outstanding
debts, liabilities or engagements to or with the
Company (whether presently payable or not), either
alone or jointly with any other person, whether a
shareholder or not (including, without limitation, any
liability associated with the unpaid purchase price of
such Ordinary Shares), the liquidator appointed to
oversee the liquidation of the Company may deduct from
the amount payable in respect of such Ordinary Shares
the aggregate amount of such debts, liabilities and
engagements and apply such amount to any of such
holder's debts, liabilities or engagements to or with
TEL (whether presently payable or not). The liquidator
may distribute, in kind, to the holders of the Ordinary
Shares remaining assets of TEL or may sell, transfer or
otherwise dispose of all or any part of such remaining
assets to any other company, trust or entity and
receive payment therefor in cash, shares or obligations
<PAGE>
of such other company, trust or entity or any
combination thereof, and may sell all or any part of
the consideration so received, and may distribute the
consideration received or any balance or proceeds
thereof to holders of the Ordinary Shares in accordance
with the procedures set forth above. The liquidator
may, with the like sanction, vest the whole or any part
of such assets in trustees upon such trusts for the
benefit of the contributories as the liquidator, with
the like sanction shall think fit, but so that no
shareholder shall be compelled to accept any shares or
other securities whereon there is any liability.

Convertible Debentures

The Company has a convertible debenture plan under
which key management personnel may purchase debentures
that are convertible into Ordinary Shares. All
debentures issuable under the plan have been issued.
The aggregate number of Ordinary Shares issuable upon
the conversion of the debentures cannot exceed
1,000,000 shares, subject to adjustment in certain
events. Of such shares, 458,000 are issuable upon
conversion of outstanding debentures and 4,000 shares
are available for issuance upon conversion of
debentures issuable in the future.

DESCRIPTION OF WARRANTS

TEL and TEC may issue Warrants to purchase Joint
and Several Debt Securities and TEL may issue TEL
Warrants, including Warrants to purchase Ordinary
Shares or Preference Shares and Warrants to purchase
TEL Debt Securities. Warrants may be issued
independently of or together with any other Securities
and may be attached to or separate from such
Securities. Each series of Warrants will be issued
under a separate Warrant Agreement (each a "Warrant
Agreement") to be entered into between TEC and/or TEL
and a Warrant Agent ("Warrant Agent"). The Warrant
Agent will act solely as an agent of TEC and/or TEL in
connection with the Warrants of such series and will
not assume any obligation or relationship of agency or
trust for or with holders or beneficial owners of
Warrants. The following sets forth certain general
terms and provisions of the Warrants offered hereby.
Further terms of the Warrants and the applicable
Warrant Agreement will be set forth in the applicable
Prospectus Supplement.

The applicable Prospectus Supplement will describe
the following terms, where applicable, of the Warrants
<PAGE>
in respect of which this Prospectus is being delivered:
(i) the title of such Warrants; (ii) the aggregate
number of such Warrants; (iii) the price or prices at
which such Warrants will be issued; (iv) the
designation, aggregate principal amount and terms of
the securities purchasable upon exercise of such
Warrants; (v) the designation and terms of the
Securities with which such Warrants are issued and the
number of such Warrants issued with each such security;
(vi) if applicable, the date on and after which such
Warrants and the related securities will be separately
transferable; (vii) the price at which the securities
purchasable upon exercise of such Warrants may be
purchased; (viii) the date on which the right to
exercise such Warrants shall commence and the date on
which such right shall expire; (ix) the minimum or
maximum amount of such Warrants which may be exercised
at any one time; (x) information with respect to book-
entry procedures, if any; (xi) a discussion of certain
Federal income tax considerations; and (xii) any other
terms of such Warrants, including terms, procedures and
limitations relating to the exchange and exercise of
such Warrants.

PLAN OF DISTRIBUTION

TEL and TEC may sell the Securities to or through
underwriters or dealers, and also may sell the
Securities directly to one or more other purchasers or
through agents. The applicable Prospectus Supplement
will set forth the names of any underwriters or agents
involved in the sale of the Offered Securities and any
applicable commissions or discounts.

Underwriters, dealers or agents may offer and sell
the Offered Securities at a fixed price or prices,
which may be changed, or from time to time at market
prices prevailing at the time of sale, at prices
related to such prevailing market prices or at
negotiated prices. In connection with the sale of the
Securities, underwriters or agents may be deemed to
have received compensation from TEC or TEL in the form
of underwriting discounts or commissions and may also
receive commissions from purchasers of the Securities
for whom they may act as agent. Underwriters or agents
may sell the Securities to or through dealers, and such
dealers may receive compensation in the form of
discounts, concessions or commissions from the
underwriters or commissions from the purchasers for
whom they may act as agent.

The Securities (other than the Ordinary Shares),
when first issued, will have no established trading
<PAGE>
market. Any underwriters or agents to or through whom
Securities are sold by TEC or TEL for public offering
and sale may make a market in such Securities, but such
underwriters or agents will not be obligated to do so
and may discontinue any market making at any time
without notice. No assurance can be given as to the
liquidity of the trading market for any Securities.

Any underwriters, dealers or agents participating
in the distribution of the Securities may be deemed to
be underwriters, and any discounts and commissions
received by them and any profit realized by them on
resale of the Securities may be deemed to be
underwriting discounts and commissions under the
Securities Act of 1933, as amended (the "1933 Act").
Underwriters, dealers or agents may be entitled, under
agreements entered into with TEC or TEL, to
indemnification against or contribution toward certain
civil liabilities, including liabilities under the 1933
Act.

If so indicated in the Prospectus Supplement, TEC
or TEL will authorize underwriters or other persons
acting as its agents to solicit offers by certain
institutions to purchase Securities from it pursuant to
contracts providing for payment and delivery on a
future date. Institutions with which such contracts may
be made include commercial and savings banks, insurance
companies, pension funds, investment companies,
educational and charitable institutions and others, but
in all cases will be subject to the condition that the
purchase of the Securities shall not at the time of
delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject. The
underwriters and such agents will not have any
responsibility in respect of the validity or
performance of such contracts.

LEGAL MATTERS

Certain legal matters with respect to the validity
of the Securities will be passed upon for TEC by
Simpson Thacher & Bartlett (a partnership which
includes professional corporations), New York, New York
and for TEL by W.S. Walker & Company, Grand Cayman,
Cayman Islands. Certain legal matters with respect to
the Securities will be passed upon for the underwriters
or agents, if any, named in the Prospectus Supplement
by Andrews & Kurth L.L.P., Houston, Texas.
<PAGE>
EXPERTS

The consolidated financial statements of Triton
Energy Corporation as of and for the year ended
December 31, 1995, as of and for the seven months ended
December 31, 1994, as of and for the year ended May 31,
1994 and for year ended May 31, 1993, incorporated
herein by reference to TEC 's Annual Report on Form
10-K for the year ended December 31, 1995, have been so
incorporated in reliance upon the report of Price
Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and
accounting.

Certain information with respect to the gas and oil
reserves of Triton Energy Limited and Triton Energy
Corporation and their subsidiaries derived from the
report of DeGolyer and MacNaughton, independent
petroleum engineers, has been incorporated by reference
herein in reliance upon such firm as experts with
respect to the matters contained therein.

<PAGE>
_______________________________________________________________________________

Subject to Completion, dated February 19, 1997

PROSPECTUS

Triton Energy Limited
Dividend Reinvestment and Stock Purchase Plan

_________________________

Triton Energy Limited ("TEL" or the "Company") hereby offers
participation in its Dividend Reinvestment and Stock Purchase Plan (the
"Plan"). The Plan is designed to provide holders of TEL's ordinary shares,
$.01 par value per share ("Ordinary Shares"), and 5% Convertible Preference
Shares, $.01 par value per share ("5% Preference Shares" and, together with
any other class of TEL's preference shares that may be outstanding,
"Preference Shares") and other interested investors with a convenient and
economical method to purchase Ordinary Shares from the Company by making
optional cash investments and reinvesting all or a portion of any cash
dividends in Ordinary Shares. The Plan is also intended to provide the
Company with a cost-efficient and flexible mechanism to raise equity capital
because shares issuable under the Plan are expected to be newly issued
Ordinary Shares. Holders of shares in broker or nominee names may participate
in the Plan, in which case, brokers or nominees will make optional cash
investments and reinvest dividends on behalf of beneficial owners. Some of
the significant features of the Plan are as follows:

-- Participants may purchase Ordinary Shares by making optional cash
investments of $100 to $10,000 in a given month or, for persons who
are not then shareholders, by making an initial optional cash
investment of $5,000 to $10,000. Optional cash investments in
excess of $10,000 may be made only with permission of the Company.

-- Holders of 5% Preference Shares and holders of Ordinary Shares, if
the Company begins to pay dividends on Ordinary Shares, may
purchase Ordinary Shares by automatically reinvesting all or a
portion of their cash dividends.

Participation in the Plan is entirely voluntary, and participants may
terminate their participation at any time.

The Company has never declared or paid a cash dividend on its Ordinary
Shares and the Company expects to retain any earnings for use in its
business. The ability of the Company to pay dividends on its capital stock,
other than the 5% Preference Shares, is restricted by covenants in loan
<PAGE>
agreements and indentures to which it is a party. The Plan, however, is
designed to accommodate the reinvestment of dividends in the event that the
Company should pay dividends on the Ordinary Shares in the future. Holders of
Ordinary Shares are cautioned that the existence of the Plan in no way
implies that the Company will modify its current policy of not paying
dividends. The payment of dividends at any time is dependent upon the
Company's earnings and financial needs, along with applicable legal and
contractual restrictions.

For a discussion of certain risk factors that should be considered by
prospective investors, see "Risk Factors," beginning on page 4.

The date of this Prospectus is , 1997.

<PAGE>
AVAILABLE INFORMATION

TEL is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with
the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other
information filed by TEL may be inspected and copied at
the public reference facilities maintained by the
Commission, 450 Fifth Street, N.W., Judiciary Plaza,
Room 1024, Washington, D.C. 20549 and at the Web site
(http://www.sec.gov.) maintained by the Commission; and
at regional offices of the Commission at the Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and at 7 World Trade Center, New York,
New York 10048. Copies of such material may be obtained
by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Such material may also be
inspected and copied at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company hereby incorporates by reference in
this Prospectus the following documents previously
filed with the Commission pursuant to the Exchange Act:
(i) Annual Report on Form 10-K of Triton Energy
Corporation, a Delaware corporation and a wholly owned
subsidiary of TEL ("TEC "), for the year ended December
<PAGE>
31, 1995, (ii) TEC 's Current Report on Form 8-K dated
February 9, 1996, (iii) TEL's Current Reports on Form
8-K dated May 20, 1996, July 2, 1996 and September 9,
1996, (iv) TEL's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and
September 30, 1996 and (v) the description of the
Ordinary Shares contained in TEL's Registration
Statement on Form 8-A, dated March 25, 1996, as amended
by Form 8-A/A, dated August 14, 1996.

ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN
PERSONS

The Company is a Cayman Islands company, certain
of its officers and directors may be residents of
various jurisdictions outside the United States and its
Cayman Islands counsel, W.S. Walker & Company, are
residents of the Cayman Islands. All or a substantial
portion of the assets of TEL and of such persons may be
located outside the United States. As a result, it may
<PAGE>
be difficult for investors to effect service of process
within the United States upon such persons or to
enforce in United States courts judgments obtained
against such persons in United States courts and
predicated upon the civil liability provisions of the
Securities Act. Notwithstanding the foregoing, TEL has
irrevocably agreed that it may be served with process
with respect to actions based on offers and sales of
securities made hereby in the United States by serving
Robert B. Holland, III, c/o Triton Energy Corporation,
6688 North Central Expressway, Suite 1400, Dallas,
Texas 75206-9926, TEL's United States agent appointed
for that purpose. TEL has been advised by its Cayman
Islands counsel, W.S. Walker & Company, that there is
doubt as to whether Cayman Islands courts would enforce
(a) judgments of United States courts obtained in
actions against such persons or TEL that are predicated
upon the civil liability provisions of the Securities
Act or (b) in original actions brought against TEL or
such persons predicated upon the Securities Act. There
is no treaty in effect between the United States and
the Cayman Islands providing for such enforcement, and
there are grounds upon which Cayman Islands courts may
not enforce judgments of United States courts. Certain
remedies available under the United States federal
securities laws would not be allowed in Cayman Islands
courts as contrary to that nation's policy.

THE COMPANY

General

<PAGE>

Recent Developments

Year End Results (unaudited)

Production from the Cusiana and Cupiagua fields
averaged 174,000 barrels of oil per day (bpd) during the
year, a 35% increase over the prior year. The Company's
average oil sales price in 1996 increased 19% to
$19.60 per barrel versus $16.44 per barrel for 1995.

The following table is a summary of the Company's net proved
reserves at December 31, 1996 and is based on estimates prepared
by the independent petroleum engineers, DeGolyer and MacNaughton,
with respect to all proved reserves in the Cusiana and Cupiagua fields
in Colombia, and on estimates prepared by the Company's own petroleum
engineers with respect to all proved reserves in the Malaysia-Thailand
Joint Development Area and the Liebre field in Colombia. Oil reserves
data include natural gas liquids and condensate.

Proved Proved Total
Developed Undeveloped Proved
---------------------- ------------------------ -----------------------

Oil Gas Oil Gas Oil Gas
(Mbbls) (MMcf) (Mbbls) (MMcf) (Mbbls) (MMcf)
------- ------ ------- ------ ------- -------
<S> <C> <C> <C> <C> <C> <C>

Colombia<F1> 67,193 11,146 68,117 3,505 135,310 14,651

Malaysia-Thailand<F2> - - 24,700 871,100 24,700 871,100

Total 67,193 11,146 92,817 874,605 160,010 885,751
____________________
<FN>
<F1> Includes liquids to be recovered from the government oil company of
Colombia as reimbursement for precommerciality expenditures.
<F2> As of December 31, 1996, the Company did not have a contract for the
sale of gas to be produced from its interest in the Malaysia-Thailand
Joint Development Area. In estimating its reserves attributable to
such interest, the Company assumed that production from the interest
would be sold at prices for natural gas that the Company believed to
be equal to the most comparable market price at December 31, 1996.
There can be no assurance that the price to be provided in any gas
contract will be equal to the price used in the Company's
calculations.
</TABLE>

Reserve estimates are approximate and may be
expected to change as additional information becomes
available. Furthermore, estimates of oil and gas
reserves, of necessity, are projections based on
engineering data, and there are uncertainties inherent
in the interpretation of such data as well as the
projection of future rates of production and the timing
<PAGE>
of development expenditures. Reservoir engineering is a
subjective process of estimating underground
accumulations of oil and gas that cannot be measured in
an exact way, and the accuracy of any reserve estimate
is a function of the quality of available data and of
engineering and geological interpretation and judgment.
Accordingly, there can be no assurance that the
reserves set forth herein will ultimately be produced
nor can there be assurance that the proved undeveloped
reserves will be developed within the periods
anticipated.

RISK FACTORS

Certain statements included or incorporated by
reference in this Prospectus, such as statements
regarding proven oil and gas reserves and statements of
the Company's and management's expectations,
intentions, plans and beliefs, are forward-looking
statements (as such term is used in the Private
Securities Litigation Reform Act of 1995), and the
factors discussed hereunder could cause actual results
and developments to be materially different from those
expressed in or implied by such statements.
Accordingly, in addition to the other information set
forth in or incorporated by reference in this
Prospectus, potential investors in the Ordinary Shares
should consider the following investment
considerations.

The Oil and Gas Industry Generally. The Company's
strategy is to focus its exploration activities on what
the Company believes are relatively high potential
prospects. No assurance can be given that these
prospects contain significant oil and gas reserves or
that the Company will be successful in its exploration
activities thereon. The Company follows the full cost
method of accounting for exploration and development of
oil and gas reserves whereby all productive and
nonproductive costs are capitalized. Costs related to
acquisition, holding and initial exploration of
concessions in countries with no proved reserves are
initially capitalized, including internal costs
directly identified with acquisition, exploration and
development activities. The Company's exploration
concessions are periodically assessed for impairment on
a country by country basis. If the Company's investment
in exploration concessions within a country where no
proved reserves are assigned is deemed to be impaired,
the concessions are written down to estimated
recoverable value. If the Company abandons all
<PAGE>
exploration efforts in a country where no proved
reserves are assigned, all exploration costs associated
with the country are expensed. The Company's
assessments of whether its investment within a country
is impaired and whether exploration activities within a
country will be abandoned are made from time to time
based on its review and assessment of drilling results,
seismic data and other information it deems relevant.
Due to the unpredictable nature of exploration drilling
activities, the amount and timing of impairment expense
are difficult to predict with any certainty. Financial
information concerning the Company's assets, including
capitalized costs by geographic area, is set forth in
Note 21 of Notes to Consolidated Financial Statements
in TEC 's Annual Report on Form 10-K for the year ended
December 31, 1995.

Financial Position. Working capital (amounting to $21.9
million as of September 30, 1996), external sources of
funding, asset sales and net cash flow from operations
have been sufficient to service the Company's existing
debt obligations and capital spending programs. The
Company expects to pursue external financing
alternatives and may from time to time consider
dispositions of certain assets or operations in order
to meet expenditure requirements on existing or
contemplated projects and to service its debt
obligations, the timing and nature of which may be
affected by, among other things, the timing and extent
of production and capital expenditures in Colombia,
Malaysia-Thailand and elsewhere. There can be no
assurance as to the ability of the Company to effect
sales of its assets or to access public or private
markets for such financings, the timing of such sales
or financings or the proceeds, if any, that the Company
could realize therefrom. Moreover, the Company's
ability to pursue additional debt financing is limited
by covenants in the Company's credit facility as well
as covenants in the indenture pursuant to which $240
million principal amount of TEC 's 12 1/2% Senior
Subordinated Discount Notes due 1997 (the "1997 Notes")
were issued in 1992 and in the indenture pursuant to
which $170 million principal amount of TEC 's 9 3/4%
Senior Subordinated Discount Notes due 2000 (the "2000
Notes") were issued in 1993.
<PAGE>
For information regarding the Company's financial
position and results of operations, including the
Company's net working capital from time to time, see
TEC 's Consolidated Statements of Operations,
Consolidated Balance Sheets and Consolidated Statements
of Cash Flows in TEC 's Annual Report on Form 10-K and
other documents incorporated herein by reference,
including "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included
in TEC 's Annual Report on Form 10-K for the year ended
December 31, 1995 and in TEL's Quarterly Report on Form
10-Q for the quarter ended September 30, 1996.

Certain Factors Relating to Colombia. The Company is a
participant in significant oil and gas discoveries
located in the Llanos Basin in the foothills of the
Andes Mountains, approximately 160 kilometers (100
<PAGE>
miles) northeast of Bogota, Colombia. The Company owns
interests in three contiguous areas known as the
Santiago de las Atalayas ("SDLA"), Tauramena and Rio
Chitamena contract areas. Well results to date indicate
that significant oil and gas deposits lie across the
SDLA, Tauramena and Rio Chitamena contract areas (the
"Cusiana Field"), and within the SDLA contract area
(the "Cupiagua Field").

Full development of reserves in the Cusiana and
Cupiagua fields will more than a year and require
additional drilling and extensive production
facilities, which in turn will require significant
additional capital expenditures, the ultimate amount of
which cannot be predicted. Pipelines connect the major
producing fields in Colombia to export facilities and
to refineries. These pipelines are in the process of
being upgraded and expanded to accommodate production
from the Cusiana and Cupiagua fields.

Colombia is among several nations whose progress in
stemming the production and transit of illegal drugs is
subject to annual certification by the President of the
United States. In March 1996, the President of the
United States announced that Colombia would neither be
certified nor granted a national interest waiver. The
consequences of the failure to receive certification
generally include the following: all bilateral aid,
except anti-narcotics and humanitarian aid, has been or
will be suspended; the Export-Import Bank of the United
States and the Overseas Private Investment Corporation
will not approve financing for new projects in
Colombia; U.S. representatives at multilateral lending
institutions will be required to vote against all loan
requests from Colombia, although such votes will not
constitute vetoes; and the President of the United
States and Congress retain the right to apply future
trade sanctions. Each of these consequences of the
failure to receive such certification could result in
adverse economic consequences in Colombia and could
further heighten the political and economic risks
associated with the Company's operations in Colombia.
Any changes in the holders of significant government
<PAGE>
offices could have adverse consequences on the
Company's relationship with the Colombian national oil
company and the Colombian government's ability to
control guerilla activities, and could exacerbate the
factors relating to foreign operations discussed above.

USE OF PROCEEDS

The net proceeds from the sale of the Ordinary
Shares offered hereby, to the extent purchased directly
from the Company, will be used principally to continue
funding the Company's obligations relating to the
development of its operations in Colombia and Malaysia-
Thailand and for general corporate purposes, as well as
to retire or refinance existing debt obligations.

<PAGE>
THE PLAN

The following questions and answers explain and
constitute the Triton Energy Limited Dividend
Reinvestment and Stock Purchase Plan.

PURPOSE

1. What is the purpose of the Plan?

The purpose of the Plan is to provide
holders of TEL's Ordinary Shares and Preference
Shares and other interested investors with a
convenient and economical method to purchase
Ordinary Shares and to reinvest all or a portion
of their cash dividends in Ordinary Shares,
although the Company does not expect to pay
dividends on its Ordinary Shares. In addition,
the Plan will provide the Company with a cost-
efficient and flexible mechanism to raise equity
capital through sales of Ordinary Shares under
the Plan. Whether significant additional capital
is raised may be affected, in part, by the
Company's decision to waive the limitations
applicable to optional cash investments. See
Question 13 regarding the Company's criteria for
granting a Request for Waiver.

HOLDERS OF ORDINARY SHARES ARE CAUTIONED THAT THE
EXISTENCE OF THE PLAN IN NO WAY IMPLIES THAT THE
COMPANY WILL MODIFY ITS CURRENT POLICY OF NOT PAYING
DIVIDENDS.

PARTICIPATION OPTIONS

2. What options are available under the Plan?

Registered holders or beneficial owners of
Ordinary Shares or Preference Shares (including
the holders of 5% Preference Shares) of TEL
(each a "Participant") and other interested
investors may elect to participate in the Plan.
Participants may make optional cash investments
to purchase Ordinary Shares, subject to a
minimum investment of $100 and a maximum
investment of $10,000 per month. Optional cash
investments submitted by brokerage firms or
other nominees on behalf of Participants will be
aggregated for purposes of determining whether
the $10,000 limit will be exceeded. Interested
investors that are not shareholders of the
Company may make an initial optional cash
<PAGE>
investment in Ordinary Shares of not less than
$5,000 and not more than $10,000. In certain
instances, however, TEL may permit greater
optional cash investments. See Question 12
regarding optional cash investments and Question
13 regarding a Request for Waiver. Participants
may also have cash dividends, if any, on all or
a portion of their shares which are registered
and are held by the Plan automatically
reinvested in Ordinary Shares.

3. What are the benefits and restrictions of the Plan?

Benefits

-- Eligible shareholders may purchase Ordinary
Shares pursuant to optional cash investments
of not less than $100 and not more than
$10,000 (except with the consent of the
Company) in any month. Optional cash
investments may be made occasionally or at
regular intervals, as each Participant
desires. The Plan provides Participants the
opportunity to automatically reinvest cash
dividends, if any, on all or a portion of
their Ordinary Shares or Preference Shares
in Ordinary Shares. Participants may make
optional cash investments even if dividends
on their shares, if any, are not being
reinvested under the Plan.

-- Persons not presently shareholders of the
Company may become Participants by making an
initial cash investment of not less than
$5,000 and not more than $10,000 (except
with the consent of the Company) to purchase
Ordinary Shares under the Plan.

-- Ordinary Shares purchased directly from the
Company under the Plan may be issued at a
discount to the market price without payment
of trading fees; such discount may vary each
month between 0% and 3% and may be changed
at the sole discretion of the Company at any
time.

-- Participants will avoid the need for
safekeeping of certificates for Ordinary
Shares credited to their Plan accounts and
may submit for safekeeping certificates held
by them and registered in their name. See
Questions 15 and 16.
<PAGE>

-- Participants that are registered holders may
direct the Administrator to sell or transfer
all or a portion of their shares held in the
Plan and therefore may find the Plan an
economical way to liquidate their holdings.
See Question 17.

-- Periodic statements reflecting all current
activity in Plan accounts, including
purchases, sales and latest balances, will
simplify recordkeeping for registered
holders. See Question 18.

Restrictions

-- Participants may not be able to depend on
the availability of a market discount
regarding shares acquired under the Plan and
optional investments may be subject to the
trading price for the Ordinary Shares
satisfying a minimum price condition. Any
discount established for the purchase of
shares directly from the Company will not
insure the availability of a discount or the
same discount in future months. Each month,
the Company may change or eliminate the
discount or set any minimum price condition
without prior notice to Participants. In
addition, although the Company intends to
issue shares directly in connection with the
Plan, the Company may also, without prior
notice to Participants, change its
determination as to whether Ordinary Shares
will be purchased by the Administrator
directly from the Company or in the open
market or in privately negotiated
transactions from third parties (although
the Company may not effect such a change
more than once in any three month period).
See Question 13.

-- The purchase price per share will be an
average price and, therefore, may exceed the
price at which shares are trading on the
Investment Date when the shares are issued.
See Questions 11 and 12 regarding the
purchase price of the shares and Question 13
regarding the establishment of a minimum
price condition.

-- Execution of sales of shares held in the
Plan may be subject to delay. See Questions
12 and 17.
<PAGE>

-- No interest will be paid on funds held by
the Company pending reinvestment or
investment. See Questions 12 and 13.

-- Shares deposited in a Plan account may not
be pledged until the shares are withdrawn
from the Plan. See Question 27.

4. Who will administer the Plan?

The Plan will be administered by The Chase
Manhattan Bank (the "Administrator"), or such
successor administrator as TEL may designate
(the "Administrator"). The Administrator acts as
agent for Participants, keeps records of the
accounts of Participants, sends regular account
statements to Participants, and performs other
duties relating to the Plan. Shares purchased
for each Participant under the Plan will be held
by the Administrator and will be registered in
the name of such Participant, unless and until a
Participant requests that a stock certificate
for all or part of such shares be issued, as
more fully described in Question 15.
Correspondence with the Administrator should be
sent to:

The Chase Manhattan Bank
P.O. Box 750
Pittsburgh, PA 15230
or call: 1-800-953-2499

PARTICIPATION

5. Who is eligible to participate?

A "registered holder" (which means a
shareholder whose Ordinary Shares or Preference
Shares are registered in the stock transfer
books of TEL in his or her name) or a
"beneficial owner" (which means a shareholder
whose Ordinary Shares or Preference Shares, as
the case may be, are registered in a name other
than his or her name, for example, in the name
of a broker, bank, or other nominee), may
participate in the Plan. A registered holder may
participate in the Plan directly; a beneficial
owner must either become a registered holder by
having such shares transferred into his or her
name or by making arrangements with his or her
broker, bank or other nominee to participate in
the Plan on the Participant's behalf. In
<PAGE>
addition, an interested investor that is not a
shareholder may participate in the Plan by
making an initial optional cash investment in
Ordinary Shares of not less than $5,000 or more
than $10,000. In certain circumstances, however,
TEL may permit greater optional cash
investments. See Question 6 regarding enrollment
and Question 13 regarding a Request for Waiver.

The right to participate in the Plan is not
transferable to another person apart from a
transfer of the underlying shares. TEL reserves
the right to exclude from participation in the
Plan persons who utilize the Plan to engage in
short-term trading activities that cause
aberrations in the trading volume of the
Ordinary Shares. In addition, the Company
reserves the right to treat optional cash
investments submitted on forms reflecting
Participants with the same name, address or
social security or taxpayer identification
number as a single investment for purposes of
determining whether the $10,000 limit will be
exceeded.

Participants residing in jurisdictions in
which their participation in the Plan would be
unlawful will not be eligible to participate in
the Plan.

ENROLLMENT

6. How does an eligible holder of Ordinary Shares,
Preference Shares or any other interested
investor enroll in the Plan and become a
Participant?

Each eligible registered holder may enroll
in the Plan and become a Participant by
completing and signing an Authorization and
Enrollment Form (enclosed herein) and returning
it to the Administrator at the address set forth
in Question 4. An Authorization and Enrollment
Form may also be obtained at any time upon
request from the Administrator at the same
address. If shares are registered in more than
one name (e.g., joint tenants, trustees), all
registered holders of such shares must sign the
Authorization and Enrollment Form exactly as
their names appear on the account registration.

Eligible beneficial owners must instruct
their brokers, banks or other nominees in whose
<PAGE>
name their shares are held to participate in the
Plan on their behalf. If a broker, bank or other
nominee holds shares of beneficial owners
through a securities depository, such broker,
bank or other nominee may also be required to
provide a Broker and Nominee Form (a "B/N Form")
to the Administrator in order to participate in
the optional cash investment portion of the
Plan. Optional cash investments submitted by
brokerage firms or other nominees on behalf of
Participants, whether on the same B/N Form or
different B/N Forms, will be aggregated for
purposes of determining whether the $10,000
limit will be exceeded. See Questions 12 and 13.

An interested investor who is not presently
a shareholder of the Company, but desires to
become a Participant by making an initial
investment in Ordinary Shares, may join the Plan
by signing an Authorization and Enrollment Form
and forwarding it, together with such initial
investment, to the Administrator at the address
set forth in Question 4. See Question 12
regarding initial optional cash investments.

7. What does the Authorization and Enrollment Form
provide?

The Authorization and Enrollment Form will
appoint the Administrator as agent for the
Participant and direct the Administrator to
apply optional cash investments transmitted
therewith as well as optional cash investments
subsequently submitted to the purchase on such
Participant's behalf of full and fractional
Ordinary Shares in accordance with the Plan.

With respect to dividends, the Authorization
and Enrollment Form will appoint the
Administrator as agent for the Participant and
direct the Company to pay to the Administrator
the Participant's cash dividends on all or a
specified number of the Preference Shares and
Ordinary Shares owned by the Participant on the
applicable record date and designated by the
Participant to be included in the Plan; and to
reinvest, at the Participant's discretion, cash
dividends on whole and fractional Ordinary
Shares that have been credited to the
Participant's account pursuant to dividend
reinvestment or optional cash investment that
have been designated to be included in the Plan
("Plan Shares"). Cash dividends will continue to
<PAGE>
be reinvested with respect to the number of
Preference Shares and Ordinary Shares (including
Plan Shares) designated on the Authorization and
Enrollment Form until the Participant specifies
otherwise in writing or terminates participation
in the Plan and until the Plan is terminated.

The Authorization and Enrollment Form
provides for the purchase of Ordinary Shares
through the following investment options:

(1) "Full Dividend Reinvestment"

This option directs the Administrator to
invest in accordance with the Plan all
cash dividends on all whole or
fractional Preference Shares and
Ordinary Shares then or subsequently
registered in the Participant's name.
This option also permits the Participant
to make optional cash investments and
directs the Administrator to apply such
investments towards the purchase of
Ordinary Shares in accordance with the
Plan.

(2) "Partial Dividend Reinvestment"

This option directs the Administrator to
invest in accordance with the Plan all
cash dividends on the specified number
of whole or fractional Preference Shares
and Ordinary Shares then registered in
the Participant's name and so designated
in the appropriate space on the
Authorization and Enrollment Form. If
this option is selected, the Participant
will continue to receive cash dividends
in the usual manner on all Preference
Shares and Ordinary Shares that have not
been designated for participation in the
Plan. This option also permits the
Participant to make optional cash
investments and directs the
Administrator to apply such investments
towards the purchase of Ordinary Shares
in accordance with the Plan.

(3) "Optional Cash Investments Only"

This option permits a Participant to
make optional cash investments and
directs the Administrator to apply such
investments towards the purchase of
<PAGE>
Ordinary Shares in accordance with the
Plan. If this option is selected, unless
the Participant designates such
additional shares for participation in
the Plan, the Participant will continue
to receive cash dividends on all
Preference Shares and Ordinary Shares
registered in his or her name in the
usual manner, and the Administrator will
apply only optional cash investments
received from the Participant towards
the purchase of Ordinary Shares.

Any one of the above three options may be
selected. In each case, cash dividends will be
reinvested on all shares designated for
participation in the Plan until the Participant
specifies otherwise or withdraws from the Plan
altogether, or until the Plan is terminated.

Any Participant who returns a properly
executed Authorization and Enrollment Form to
the Administrator without electing an investment
option will be enrolled as having selected Full
Dividend Reinvestment.

8. When will participation in the Plan begin?

A Participant who has properly completed and
submitted an Authorization and Enrollment Form
may submit an optional cash investment to
purchase shares under the Plan with such
Authorization and Enrollment Form. Thereafter,
optional cash investments may be made at any
time, but not more frequently than once each
month, through the use of the appropriate forms
sent to Participants with each periodic
statement. Payments received by the
Administrator prior to the first day of a
Pricing Period (as defined in Question 11) will
be used to purchase shares on the Investment
Date (as defined below) immediately following
such Pricing Period.

If a properly completed Authorization and
Enrollment Form requesting reinvestment of
dividends is received by the Administrator on or
before the record date established by the
Company's Board of Directors for a particular
Preference Share or Ordinary Share cash
dividend, that dividend will be used to purchase
Ordinary Shares for the Participant on the next
<PAGE>
Investment Date applicable to optional cash
investments following the dividend payment date.
If an Authorization and Enrollment Form is
received from a Participant after the record
date established for a particular dividend, the
reinvestment of dividends will begin with
respect to dividends paid following the next
dividend record date. For a discussion of the
price to Participants of the Ordinary Shares
purchased under the Plan and the limitations on
optional cash investments, see Questions 11 and
13, respectively.

The dates on which optional cash investments
are to be invested and any Preference Share or
Ordinary Share dividends are to be reinvested
are herein collectively referred to as the
"Investment Dates". For optional cash
investments, the Investment Date will be the
first Trading Day (as defined below) subsequent
to the Pricing Period. A "Trading Day" means a
day on which trades in Ordinary Shares are
reported on the New York Stock Exchange (the
"NYSE").

The record date for optional cash purchases
is the business day immediately preceding the
first day of the Pricing Period to which the
Investment Date relates. Please see Appendix I
for information with respect to Pricing Periods,
Investment Dates and other information.

No interest will be paid on optional cash
investments or cash dividends pending investment
in Ordinary Shares.

Eligible shareholders and other interested
investors may enroll in the Plan at any time.
Once enrolled, a Participant will remain
enrolled until the Participant discontinues
participation or until the Company terminates
the Plan. See Question 19 regarding withdrawal
from the Plan and Question 26 regarding
termination of the Plan.

PURCHASES

9. When will shares be acquired under the Plan?

If shares are being acquired for the Plan
directly from the Company, dividends and
optional cash investments will be reinvested or
<PAGE>
invested, as the case may be, on the Investment
Date.

If shares are being acquired for the Plan
through open market or privately negotiated
transactions, all dividends and all optional
cash investments will be applied to the purchase
of Ordinary Shares pursuant to the Plan as soon
as practicable on or after the applicable
Investment Date.

10. What is the source of shares to be purchased
under the Plan?

The Company anticipates that optional cash
investments and dividends reinvested through the
Plan will be used to purchase shares directly
from TEL, either from treasury or authorized but
unissued Ordinary Shares. The Company may,
however, determine instead to purchase shares on
the open market or in privately negotiated
transactions from third parties, or both
purchase shares from third parties and issue
shares directly.

11. What will be the price to the Participant of
Ordinary Shares purchased under the Plan?

The price to Participants of Ordinary Shares
purchased directly from the Company with
optional cash investments or with cash dividends
will be the average of the Daily Prices (defined
below) of the Ordinary Shares for the twelve
Trading Days ending immediately preceding the
applicable Investment Date, excluding from the
average, in the case of purchases with optional
cash investments pursuant to a Request for
Waiver in a given month, any Daily Price which
does not equal or exceed any applicable
Threshold Price (defined below). The Company may
establish a discount of 0% to 3% applicable to
shares purchased directly from TEL under the
Plan. See Question 13. The period encompassing
the first twelve Trading Days of each month
constitutes the relevant "Pricing Period" for
that particular month. The Daily Price for a
Trading Day shall be the average of the high and
low trading prices of the Ordinary Shares on
that day on the NYSE, rounded to three decimal
places.

The Company may, in its sole discretion,
establish for any given Pricing Period a minimum
price for optional cash investments pursuant to
<PAGE>
a Request for Waiver (the "Threshold Price").
Any such Threshold Price will be a stated dollar
amount established by the Company at least three
Trading Days prior to the commencement of each
Pricing Period.

If the Company exercises its option to
purchase Ordinary Shares from third parties, all
shares so purchased by the Administrator will be
acquired as soon as practicable on or after the
applicable Investment Date at a price to the
Participant of the weighted average purchase
price for such shares, including trading fees,
computed up to three decimal places, if
necessary, paid by the Administrator for the
Ordinary Shares.

12. How are optional cash investments made?

All registered holders, including brokers,
banks and nominees with respect to shares
registered in their name on behalf of beneficial
owners, that have submitted signed Authorization
and Enrollment Forms are eligible to make
optional cash investments at any time.

A broker, bank or nominee, as holder on
behalf of a beneficial owner, may utilize an
Authorization and Enrollment Form for optional
cash investments unless it holds the shares in
the name of a securities depository. In that
event, the optional cash investment must be
accompanied by a Broker and Nominee Form ("B/N
Form").

The B/N Form provides the sole means whereby
a broker, bank or other nominee holding shares
on behalf of beneficial owners in the name of a
securities depository may make optional cash
investments on behalf of such beneficial owners.
In such case, the broker, bank or other nominee
must use a B/N Form for transmitting optional
cash investments on behalf of the beneficial
owners. A B/N Form must be delivered to the
Administrator at the address specified in
Question 4 each time that such broker, bank or
other nominee transmits optional cash
investments on behalf of the beneficial owners.
B/N Forms will be furnished by the Administrator
upon request.

Other interested investors that are not
shareholders of the Company are also eligible to
make such an initial investment in Ordinary
<PAGE>
Shares through an optional cash investment by
submitting Authorization and Enrollment Forms
and funds representing their desired initial
investment.

The Administrator will apply all optional
cash investments for which good funds are
received on or before the first business day
immediately preceding the first day of the
Pricing Period to the purchase of Ordinary
Shares on the next following Investment Date, or
if shares are acquired on the open market or in
privately negotiated transactions, as soon as
practicable on or after such Investment Date.

No interest will be earned on optional cash
investments or dividends held pending
investment. The Company suggests therefore that
any optional cash investment a Participant
wishes to make be sent so as to reach the
Administrator as close as possible to the first
business day preceding the first day of the
Pricing Period for the next following Investment
Date. Any questions regarding these dates should
be directed to the Administrator at the address
or telephone number set forth in Question 4.

All optional cash investments received by
the Administrator after the close of business on
the first business day immediately preceding the
first day of the Pricing Period and before the
next succeeding Investment Date will promptly be
returned to the Participant without interest.

Participants should be aware that since
investments under the Plan are made as of
specified dates, one may lose any advantage that
otherwise might be available from being able to
select the timing of an investment. Neither the
Company nor the Administrator can assure a
profit or protect against a loss on Ordinary
Shares purchased under the Plan.

All optional cash investments made by check
should be made payable to The Chase Manhattan
Bank and mailed to the Administrator at the
address listed in Question 4. Other forms of
payment, such as wire transfers, may be made,
but only if approved in advance by the
Administrator. Inquiries regarding other forms
of payments and all other written inquiries
should be directed to the Administrator at the
address listed in Question 4.

<PAGE>
13. What limitations apply to optional cash
investments?

Minimum/Maximum Limits. For any Investment
Date, optional cash investments made by
shareholders of the Company are subject to a
minimum of $100 and a maximum of $10,000 (except
as noted below), and optional cash investments
made by interested investors who are not then
shareholders of the Company are subject to a
minimum initial investment of $5,000 and a
maximum of $10,000 (except as noted below). See
Question 8 regarding the determination of
Investment Dates for optional cash investments.
Optional cash investments of less than the
allowable monthly minimum amount and that
portion of any optional cash investment that
exceeds the allowable monthly maximum amount
will be returned, except as noted below,
promptly to Participants, without interest.
Optional cash investments submitted by brokerage
firms or other nominees on behalf of
Participants, whether on the same B/N Form or
different B/N Forms, will be aggregated for
purposes of determining whether the $10,000
limit will be exceeded. In addition, the Company
reserves the right to treat optional cash
investments submitted on forms reflecting
Participants with the same name, address or
social security or taxpayer identification
number as a single investor for purposes of
determining whether the $10,000 limit will be
exceeded.

Request for Waiver. Optional cash
investments in excess of $10,000 per month may
be made only pursuant to a request for waiver (a
"Request for Waiver") accepted by the Company.
Participants who wish to submit an optional cash
investment in excess of $10,000 for any
Investment Date, including those whose proposed
investments have been aggregated so as to exceed
$10,000 as described above, must obtain the
prior written approval of the Company and a copy
of such written approval must accompany any such
optional cash investment. A Request for Waiver
should be directed to the Treasurer of the
Company at (214) 691-5200, or at such other
number as may be established by the Company from
time to time. The Company has sole discretion to
grant any approval for optional cash investments
in excess of the allowable maximum amount. In
deciding whether to approve a Request for
<PAGE>
Waiver, the Company will consider relevant
factors including, but not limited to, the
Company's need for additional funds, the
attractiveness of obtaining such additional
funds through the sale of Ordinary Shares as
compared to other sources of funds, the purchase
price likely to apply to any sale of Ordinary
Shares, the Participant submitting the request,
the extent and nature of such Participant's
prior participation in the Plan, the number of
Ordinary Shares held of record by such
Participant and the aggregate amount of optional
cash investments in excess of $10,000 for which
Request for Waiver have been submitted by all
Participants. If Requests for Waiver are
submitted for any Investment Date for an
aggregate amount in excess of the amount the
Company is then willing to accept, the Company
may honor such requests in order of receipt, pro
rata or by any other method that the Company
determines to be appropriate. Upon granting any
Request for Waiver the Company may, at its sole
discretion, reduce the Discount (as defined
below) with respect to the full amount of such
optional cash investment and the Company may
agree to different Discounts among persons to
whom it has granted a Request for Waiver.

TEL reserves the right to modify, suspend or
terminate participation in the Plan by otherwise
eligible registered holders or beneficial owners
of Ordinary Shares for any reason whatsoever
including elimination of practices that are not
consistent with the purposes of the Plan.

Threshold Price with respect to Optional
Cash Investments made pursuant to Requests for
Waiver. TEL may establish for any Pricing Period
a Threshold Price applicable to optional cash
investments made pursuant to Requests for
Waiver. At least three Trading Days prior to the
first day of the applicable Pricing Period, TEL
will determine whether to establish a Threshold
Price, and if a Threshold Price is established,
its amount, and will so notify the
Administrator. This determination will be made
by TEL in its discretion after a review of
current market conditions, the level of
participation in the Plan, and current and
projected capital needs. Participants may
ascertain whether a Threshold Price has been set
or waived for any given pricing period by
telephoning the Company at (214) 691-5200, or at
<PAGE>
such other number as may be established by the
Company from time to time.

If established for any Pricing Period, the
Threshold Price will be stated as a dollar
amount that the average of the high and low sale
prices of the TEL on the NYSE for each Trading
Day of the relevant Pricing Period must equal or
exceed. In the event that the Threshold Price is
not satisfied for a Trading Day in the Pricing
Period, then that Trading Day will be excluded
from the Pricing Period with respect to optional
cash investments made pursuant to Requests for
Waiver, and all trading prices for that day will
be excluded from the determination of the
purchase price. A day will also be excluded if
no trades of Ordinary Shares are made on the
NYSE for that day. Thus, for example, if the
Threshold Price is not satisfied for three of
the twelve Trading Days in a Pricing Period,
then the purchase price will be based upon the
remaining nine Trading Days in which the
Threshold Price was satisfied.

In addition, a portion of each optional cash
investment made pursuant to a Request for Waiver
will be returned for each Trading Day of a
Pricing Period in which the Threshold Price is
not satisfied or for each day in which no trades
of Ordinary Shares are reported on the NYSE. The
returned amount will equal one-twelfth of the
total amount of such optional cash investment
(not just the amount exceeding $10,000) for each
Trading Day that the Threshold Price is not
satisfied. Thus, for example, if the Threshold
Price is not satisfied or no such sales are
reported for three of the twelve Trading Days in
a Pricing Period, 3/12 (i.e., 25%) of such
optional cash investment will be returned to the
Participant without interest.

The establishment of the Threshold Price and
the possible return of a portion of the
investment applies only to optional cash
investments made pursuant to a Request for
Waiver. Setting a Threshold Price for a Pricing
Period shall not affect the setting of a
Threshold Price for any subsequent Pricing
Period. For any particular month, TEL may waive
its right to set a Threshold Price. Neither TEL
nor the Administrator shall be required to
provide any written notice to Participants as to
the Threshold Price for any Pricing Period.
<PAGE>
Participants may, however, ascertain whether a
Threshold Price has been set or waived for any
given Pricing Period by telephoning the Company
at (214) 691-5200, or at such other number as
may be established by the Company from time to
time.

Discount. Each month, at least three Trading
Days prior to the first day of the applicable
Pricing Period, TEL may establish a discount
from the market price applicable to shares
purchased directly from TEL under the Plan in
connection with optional cash investments. Such
discount (the "Discount") may be between 0% and
3% of the purchase price and may vary each
month, but once established, such Discount will
apply uniformly to all purchases of Ordinary
Shares directly from the Company made pursuant
to the Plan for that month, except that the
Discount may be decreased with respect to
optional cash investments made pursuant to a
Request for Waiver. Any change in the Discount
will be made in TEL's sole discretion after a
review of current market conditions, the level
of participation in the Plan, and current and
projected capital needs. Participants may obtain
the Discount applicable to the next Pricing
Period by telephoning the Company at
(214) 691-5200, or at such other number as may
be established by the Company from time to time.
Setting a Discount for a particular month shall
not affect the setting of a Discount for any
subsequent month.

14. What if a Participant has more than one account?

For the purpose of the limitations discussed
in Question 13, TEL reserves the right to
aggregate all optional cash investments for
Participants with more than one account using
the same name, address or social security or
taxpayer identification number. For Participants
unable to supply a social security or taxpayer
identification number, their participation may
be limited by TEL to only one Plan account. Also
for the purpose of such limitations, all Plan
accounts that TEL believes to be under common
control or management or to have common ultimate
beneficial ownership may be aggregated. In the
event the Company exercises its right to
aggregate investments and the result would be an
investment in excess of $10,000 without an
approved Request for Waiver, the Company will
<PAGE>
return, without interest, within thirty days of
receipt, any amounts in excess of the investment
limitations.

CERTIFICATES

15. Will certificates be issued for share purchases?

All shares purchased pursuant to the Plan
will be held in "book entry" form through
accounts maintained by the Administrator. This
service protects against the loss, theft, or
destruction of certificates evidencing shares.
Upon written request of a Participant or upon
withdrawal of a Participant from the Plan or
upon termination of the Plan, the Administrator
will have certificates issued and delivered for
all full shares credited to that Participant's
account. Certificates will be issued only in the
same names as those enrolled in the Plan. In no
event will certificates for fractional shares be
issued. See Questions 16 and 17.

16. May a Participant add Ordinary Shares to his or
her account by transferring share certificates
that the Participant possesses?

Any Participant may send to the Plan for
safekeeping all Ordinary Share certificates
which such Participant holds. Certificates
forwarded to the Administrator by registered
mail will be automatically covered by an
Administrator blanket bond up to the first
$100,000 of value. The safekeeping of shares
offers the advantage of protection against loss,
theft or destruction of certificates as well as
convenience, if and when shares are sold through
the Plan. All shares represented by such
certificates will be kept for safekeeping in
"book entry" form and combined with any full and
fractional shares then held by the Plan for the
Participant.

To deposit certificates for safekeeping
under the Plan, a Participant must be enrolled
in the Plan. Stock certificates as well as all
written inquiries about the safekeeping service
should be directed to the Administrator at the
address listed in Question 4.

Shares deposited for safekeeping may be
withdrawn by the Participant by submitting a
written request to the Administrator.
<PAGE>
SALE OF SHARES

17. Can Participants sell shares held under the
Plan?

Participants may request that all or a
portion of the shares held in their accounts by
the Plan (including shares held for safekeeping)
be sold. Following receipt of written
instructions from a Participant, the
Administrator will sell, through an independent
broker or institution, those shares and will
remit a check for the proceeds of such sale,
less applicable trading fees, service charges
and any taxes. Prior written instructions from
the Participant must be received at least 24
hours preceding the sale. Shares will be sold at
least once per week by the Plan at then current
market prices in transactions carried out
through one or more brokerage firms. This
procedure for selling shares may be particularly
attractive to holders of small amounts of
Ordinary Shares because the Plan can combine odd
lots and small numbers of shares into larger
blocks to be sold, and thereby take advantage of
lower trading fees that otherwise might not be
available to individual Participants in the sale
of their shares. The initial trading fee for
sales of shares will be $15.00 per transaction
plus $.12 per share. See Question 23.

REPORTS

18. What reports will be sent to Participants in the
Plan?

Unless a Participant participates in the
Plan through a broker, bank or nominee, each
Participant will receive from the Administrator
a detailed statement of the Participant's
account following each dividend payment and
account transaction. These detailed statements
will show total cash dividends received, if any,
total optional cash investments received, total
shares purchased (including fractional shares),
price paid per share, and total shares held in
the Plan. These statements should be retained by
the Participant to determine the tax cost basis
for shares purchased pursuant to the Plan. Any
Participant that participates in the Plan
through a broker, bank or nominee, should
contact such party for such a statement.

<PAGE>
WITHDRAWAL

19. How may Participants withdraw from the Plan?

Except as set forth below, a Participant may
terminate enrollment in the Plan by giving
written notice to the Administrator no later
than two days prior to the first day of the next
Pricing Period, and thereafter all cash
dividends on shares owned by such Participant
will be sent to the Participant. See Question
17. In the event that a purchase of Ordinary
Shares on behalf of a Participant pursuant to
the Plan is pending, such Participant may not
terminate enrollment until after the Investment
Date relating to such Pricing Period. Any
fractional shares held in the Plan at the time
of termination will be converted to cash on the
basis of the then current market price of the
Ordinary Shares. If a Participant's Plan account
balance falls below one full share, the
Administrator reserves the right to liquidate
the fraction and remit the proceeds, less any
applicable fees, to the Participant at its
address of record.

TAXES

20. What are the federal income tax consequences of
participating in the Plan?

For federal income tax purposes,
Participants will be treated as having received a
distribution from the Company upon the purchase of
shares pursuant to the Plan with an optional cash
investment in an amount equal to the excess, if
any, of the fair market value of the shares
acquired on the Investment Date over the optional
cash investment. Any such deemed distribution will
be treated as a taxable dividend to the extent
attributable to current or accumulated earnings and
profits of the Company. The purchased shares will
have a tax basis equal to the amount of the
optional cash investment plus the amount of the
deemed distribution, if any, which is treated as a
dividend. The fair market value of shares acquired
on an Investment Date is likely to differ from the
optional cash investment.

Additionally, Participants will be treated
as having received a distribution from the Company
equal to the fair market value on the Investment
Date of the shares acquired with reinvested
<PAGE>
dividends pursuant to the Plan. Such distribution
will be treated as a dividend to the extent
attributable to current or accumulated earnings and
profits of the Company. Any excess will first be
treated as a tax-free return of capital, causing a
reduction in the basis of existing shares, and the
balance will be treated as capital gain recognized
on a sale or exchange. A Participant's tax basis in
the dividend shares will equal the fair market
value of such shares on the Investment Date.

When a Participant receives certificates for
whole shares credited to the Participant's account
under the Plan, the Participant will not realize
any taxable income. However, a Participant that
receives a cash adjustment for a fraction of a
share may realize a gain or loss with respect to
such fraction. A gain or loss may also be realized
by the Participant whenever whole shares are sold,
either pursuant to the Participant's request, upon
withdrawal from the Plan or after withdrawal from
the Plan. The amount of such gain or loss will be
the difference between the amount that the
Participant realizes for the shares or fraction of
a share and the tax basis of the Participant in the
shares.

A Participant's holding period for shares
acquired pursuant to the Plan will begin on the day
following the Investment Date.

In the case of corporate shareholders,
dividends may be eligible for the dividends-
received tax deduction.

The foregoing is only a summary of the
federal income tax consequences of participation in
the Plan and does not constitute tax advice. This
summary does not reflect every possible outcome
that could result from participation in the Plan
and, therefore, Participants are advised to consult
their own tax advisors with respect to the tax
consequences applicable to their particular
situation.

OTHER PROVISIONS

21. What happens if a Participant sells or transfers
shares or acquires additional shares?

If a Participant has elected to have
dividends automatically reinvested in the Plan
<PAGE>
and subsequently sells or transfers all or any
part of the shares registered in the
Participant's name, automatic reinvestment will
continue as long as shares are registered in the
name of the Participant or held for the
Participant by the Administrator or until
termination of enrollment. Similarly, if a
Participant has elected the "Full Dividend
Reinvestment" option under the Plan and
subsequently acquires additional shares
registered in the Participant's name, dividends
paid on such shares will automatically be
reinvested until termination of enrollment. If,
however, a Participant has elected the "Partial
Dividend Reinvestment" option and subsequently
acquires additional shares that are registered
in the Participant's name, dividends paid on
such shares will not be automatically reinvested
under the Plan. See Question 7. Participants
may, however, change their dividend reinvestment
elections by submitting new Authorization and
Enrollment Forms.

22. How will a Participant's shares be voted?

For any meeting of shareholders, each
Participant will receive proxy materials in
order to vote all shares held by the Plan for
the Participant's account. All shares will be
voted as designated by the Participant or may be
voted in person at the meeting of shareholders.

23. Who pays the expenses of the Plan?

There is no fee for enrolling in the
program. Participation is voluntary and a
Participant may discontinue its participation at
any time. However, there are fees associated
with the Plan and the Administrator's services.
Initially, it is expected that shares for the
Plan will be purchased directly from the
Company, and therefore there will be no trading
fees or service charges in connection with
purchases of shares. However, where shares for
the Plan are purchased in the open market or in
privately negotiated transactions, Participants
will have to pay a fee initially equal to $5.00
per transaction plus $.12 per share in the case
of optional cash investments, payable through a
deduction from the amount invested. Participants
that request the sale of any of their shares
held in the Plan must pay a fee initially equal
to $15.00 per transaction plus $.12 per share
<PAGE>
plus any applicable taxes. The Administrator may
effect any open market purchases and sales of
shares for the Plan through a broker-dealer (who
may be an affiliate of the Administrator), in
which case such broker-dealer will receive a
commission for effecting such transactions. The
Administrator may also charge Participants for
additional services not provided under the Plan
or where specified charges are indicated. Any
fees may be changed by the Administrator at any
time, without notice to Participants.
Participants may obtain a current listing of all
applicable administrative fees by contacting the
Administrator at the address or telephone number
listed in Question 4 above. Brokers or nominees
that participate on behalf of beneficial owners
for whom they are holding shares may also charge
such beneficial owners fees in connection with
such participation, for which neither the
Administrator nor the Company will be
responsible.

24. What are the responsibilities of TEL or the
Administrator under the Plan?

Neither TEL nor the Administrator will be
liable for any act done in good faith or for any
good faith omission to act, including, without
limitation, any claims of liability arising out
of a failure to terminate a Participant's
account upon such Participant's death or
adjudication of incompetence prior to the
receipt of notice in writing of such death or
adjudication of incompetence, the prices at
which shares are purchased for the Participant's
account, the times when purchases are made or
fluctuations in the market value of the Ordinary
Shares. Neither TEL nor the Administrator has
any duties, responsibilities or liabilities
except those expressly set forth in the Plan.

The Participant should recognize that the
Company cannot assure a profit or protect
against a loss on the shares purchased by a
Participant under the Plan.

25. What happens if TEL issues a stock dividend or
declares a stock split?

Any Ordinary Shares distributed by TEL as a
result of a stock dividend or a stock split on
shares held under the Plan for a Participant
will be credited to the Participant's account.
<PAGE>
26. If TEL has a rights offering related to the
Ordinary Shares, how will a Participant's
entitlement be computed?

A Participant's entitlement in a rights
offering related to the Ordinary Shares will be
based upon the number of whole shares credited
to the Participant's account. Rights based on a
fraction of a share credited to a Participant's
Plan account will be sold for that account and
the net proceeds will be invested as an optional
cash payment on the next Investment Date. In the
event of a rights offering, transaction
processing may be curtailed or suspended by the
Administrator for a short period of time
following the record date for such action to
permit the Administrator to calculate the rights
allocable to each account.

27. May shares in a Participant's account be
pledged?

No shares credited to a Participant's
account may be pledged and any such purported
pledge will be void. If a Participant wishes to
pledge shares, those shares must be withdrawn
from the Plan.

28. May a Participant transfer all or a part of the
Participant's shares held in the Plan to another
person?

A Participant may transfer or give gifts of
Ordinary Shares to anyone by contacting the
Administrator and requesting a Gift/Transfer
Form. After the transfer or purchase is
completed, upon the request of a Participant,
the Administrator will send the Participant a
non-negotiable gift announcement, which the
Participant can present to the recipient. A
notice indicating the deposit of Ordinary Shares
will be forwarded to the recipient.

A Participant may also transfer all or a
portion of his or her shares into an account
established for another person within the Plan.
In order to effect such a "book-to-book"
transfer, the transferee must complete an
Authorization and Enrollment Form to open a new
account within the Plan. (See Question 7). The
Authorization and Enrollment Form should be sent
to the Administrator along with a written
request to effect the "book-to-book" transfer
<PAGE>
indicating the number of shares to be
transferred to the new account.

29. May the Plan be changed or terminated?
While the Plan is intended to continue
indefinitely, TEL reserves the right to amend,
modify, suspend or terminate the Plan at any
time. Participants will be notified in writing
of any modifications made to the Plan.
<PAGE>
PLAN OF DISTRIBUTION AND UNDERWRITERS

Pursuant to the Plan, TEL may be requested to
approve optional cash investments in excess of the
allowable maximum amounts pursuant to Requests for
Waiver on behalf of Participants that may be engaged in
the securities business. In deciding whether to approve
such a request, TEL will consider relevant factors
including, but not limited to, whether the Plan is then
acquiring newly issued Ordinary Shares or acquiring
shares through open market purchases or privately
negotiated transactions, the Company's need for
additional funds, the attractiveness of obtaining such
funds by the sale of Ordinary Shares under the Plan in
comparison to other sources of funds, the purchase
price likely to apply to any sale of Ordinary Shares,
the Participant submitting the request, including the
extent and nature of such Participant's prior
participation in the Plan and the number of Ordinary
Shares held of record by such Participant and the
aggregate number of Requests for Waiver that have been
submitted by all Participants. Persons who acquire
Ordinary Shares through the Plan and resell them
shortly after acquiring them, including coverage of
short positions, under certain circumstances, may be
participating in a distribution of securities that
would require compliance with the anti-manipulation
regulations concerning security offerings under the
Exchange Act and may be considered to be underwriters
within the meaning of the Securities Act. TEL will not
extend to any such person any rights or privileges
other than those to which it would be entitled as a
Participant, nor will TEL enter into any agreement with
any such person regarding such person's purchase of
such shares or any resale or distribution thereof. TEL
may, however, approve requests for optional cash
investments by such persons in excess of allowable
maximum limitations. If such requests are submitted for
any Investment Date for an aggregate amount in excess
of the amount TEL is willing to accept, TEL may honor
such requests in order of receipt, pro rata or by any
other method which TEL determines to be appropriate.

LEGAL MATTERS

Certain legal matters with respect to the validity
of the Ordinary Shares will be passed upon by W.S.
Walker & Company, Grand Cayman, Cayman Islands.
<PAGE>
EXPERTS

<PAGE>
- - -------------------------------------------------------------------

No persons have been authorized to
give any information or to make any
representations other than those
contained or incorporated in this
Prospectus and, if given or made, such
information or representations must
not be relied upon as having been
authorized. This Prospectus does not
constitute an offer to sell or a
solicitation of an offer to buy any
securities other than those to which
it relates, or an offer or
solicitation with respect to those
securities to which it relates to any
persons in any jurisdiction where such
offer or solicitation would be
unlawful. The delivery of this
Prospectus at any time does not imply
that the information contained or
incorporated herein at its date is
correct as of any time subsequent to
its date.

TABLE OF CONTENTS

Available Information . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . 2
Enforceability of Civil
Liabilities Against Foreign
Persons . . . . . . . . . . . 2
The Company . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . 7
The Plan . . . . . . . . . . . . . 8
Plan of Distribution and
Underwriters . . . . . . . . 19
Legal Matters . . . . . . . . . . . 19
Experts . . . . . . . . . . . . . . 19

- - -------------------------------------------------------------------
<PAGE>
- - -------------------------------------------------------------------

Triton Energy Limited

Dividend Reinvestment
and Stock Purchase Plan

_________________________

PROSPECTUS
_________________________

________, 1997

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

<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The estimated expenses payable by the Company in
connection with the offering described in this
Registration Statement are as follows:

Registration Fee . . . . . . . . . . . . . . . $99,270
Legal fees and expenses . . . . . . . . . . . 250,000
Blue Sky fees and expenses . . . . . . . . . . 15,000
Accounting fees and expenses . . . . . . . . . 20,000
Printing and duplicating expenses . . . . . . 200,000
Miscellaneous expenses . . . . . . . . . . . . 5,000
Total . . . . . . . . . . . . . . . . . . .$589,270

Item 15. Indemnification of Directors and Officers.

TEL is a Cayman Islands company. Article XXXIII of
TEL's Articles of Association contains provisions with
respect to indemnification of TEL's officers and
directors. Such provisions provide that TEL shall
indemnify, in accordance with and to the full extent
now or hereafter permitted by law, any person who was
or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (including, without limitation, an action
by or in the right of TEL), by reason of his acting as
a director, officer, employee or agent of, or his
acting in any other capacity for or on behalf of, TEL,
against any liability or expense actually and
reasonably incurred by such person in respect thereof.
TEL shall also advance the expenses of defending any
such act, suit or proceeding in accordance with and to
the full extent now or hereafter permitted by law. Such
indemnification and advancement of expenses are not
exclusive of any other right to indemnification or
advancement of expenses provided by law or otherwise.
The Articles of Association also provide that except
under certain circumstances, directors of TEL shall not
be personally liable to TEL or its shareholders for
monetary damages for breach of fiduciary duties as a
director.

<PAGE>
The Companies Law (1995 Revision) of the Cayman
Islands does not set out any specific restrictions on
the ability of a company to indemnify officers or
directors. However, the application of basic principles
and certain Commonwealth case law which is likely to be
persuasive in the Cayman Islands, would indicate that
indemnification is generally permissible except in the
event that there had been fraud or wilful default on
the part of the officer or director or reckless
disregard of his duties and obligations to TEL.

TEC is a Delaware corporation. Reference is made to
Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which enables a corporation in its
original certificate of incorporation or an amendment
thereto to eliminate or limit the personal liability of
a director for violations of the director's fiduciary
duty, except (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation
of law, (iii) pursuant to Section 174 of the DGCL
(providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a
director derived an improper personal benefit.

Reference also is made to Section 145 of the DGCL,
which provides that a corporation may indemnify any
persons, including officers and directors, who are, or
are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding,
whether civil, criminal, administrative or
investigative (other than an action by or in the right
of such corporation), by reason of the fact that such
person was an officer, director, employee or agent of
such corporation, or is or was serving at the request
of such corporation as a director, officer, employee or
agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in
connection with such action, suit or proceeding,
provided such officer, director, employee or agent
acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's
best interests and, for criminal proceedings, had no
reasonable cause to believe that his conduct was
unlawful. A Delaware corporation may indemnify officers
and directors in an action by or in the right of the
corporation under the same conditions, except that no
<PAGE>
indemnification is permitted without judicial approval
if the officer or director is adjudged to be liable to
the corporation. Where an officer or director is
successful on the merits or otherwise in the defense of
any action referred to above, the corporation must
indemnify him against the expenses that such officer or
director actually and reasonably incurred.

The Certificate of Incorporation of TEC provides
that except under certain circumstances, directors of
TEC shall not be personally liable to TEC or its
stockholders for monetary damages for breach of
fiduciary duties as a director. Article III of the By-
laws of TEC provides for indemnification of the
officers and directors of TEC to the full extent
permitted by applicable law.

Item 16. Exhibits.

See Exhibit Index.

Item 17. Undertakings.
The undersigned registrants hereby undertake:

(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, as
amended (the "Securities Act");

(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. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the from of prospectus filed with the
Commission pursuant to Rule 462(b) if, in the
aggregate, the changes in volume and price
represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective Registration Statement; and
<PAGE>
(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;

provided, however, that paragraph (1)(i) and (1)(ii)
above do not apply if information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the registrants pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") that are incorporated by reference in
the registration statement.

(2) That, for the purpose of determining any
liability under the Securities Act, 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.

The undersigned registrants hereby undertake that,
for purposes of determining any liability under the
Securities Act, each filing of the Triton Energy
Limited annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the
registration statement 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.

Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the registrants
pursuant to the provisions set forth in response to
Item 15, or otherwise, the registrants have been
advised that in the opinion of the Securities and
Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other
<PAGE>
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 registrants will,
unless in the opinion of their 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 and will be governed by
the final adjudication of such issue.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act
of 1933, as amended, the registrant certifies that it
has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and have duly
caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of
Dallas, State of Texas, on February 14, 1997.

TRITON ENERGY LIMITED

By:/s/ Robert B. Holland, III
Senior Vice President

Pursuant to the requirements of the Securities Act
of 1933, as amended, this Amendment No. 1 to the
Registration Statement has been signed on February 14,
1997 by the following persons in the capacities
indicated.

Signature Title

* President, Chief
(Thomas G. Finck) Executive Officer, Chairman of the Board

* Senior Vice President and Chief Financial
(Peter Rugg) Officer (Principal Financial and
Accounting Officer)

* Director
(Ernest E. Cook)

* Director
(Ray H. Eubank)

* Director
(Jesse E. Hendricks)

* Director
(John P. Lewis)

* Director
(Michael E. McMahon)

* Director
(Sheldon R. Erikson)

* Director
(Wellslake D. Morse, Jr.)

* Director
(Edwin D. Williamson)

* Director
(Fitzgerald S. Hudson)

Director
(John R. Huff)

*By: /s/ Robert B. Holland, III
(Robert B. Holland, III)
as attorney in fact

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act
of 1933, as amended, 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 Amendment No. 1 to the Registration
Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of
Dallas, State of Texas, on February 14, 1997.

TRITON ENERGY CORPORATION

By: /s/ Robert B. Holland, III
Vice President and Secretary

Pursuant to the requirements of the Securities Act
of 1933, as amended, this Amendment No. 1 to the
Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

Signature Title Date

* President, February 14,
(Thomas G. Finck) Chief 1997
Executive
Officer,
Chairman of
the Board

* Vice February 14,
(Peter Rugg) President 1997
(Principal
Financial
and
Accounting
Officer)
and
Director

<PAGE>
/s/ Robert B. Holland, III Vice February 14,
(Robert B. Holland, III) President, 1997
Secretary
and
Director

*By: /s/ Robert B. Holland, III February 14,
(Robert B. Holland, III) 1997
as attorney in fact

<PAGE>
INDEX TO EXHIBITS

Exhibit
Number Description of Exhibits

1.1 - Form of Underwriting Agreement (Joint and
Several Debt Securities and Warrants to
Purchase TEC Debt Securities).

1.2<F1> - Form of Underwriting Agreement (TEL Debt
Securities and Warrants to Purchase TEL
Debt Securities)

1.3<F1> - Form of Underwriting Agreement (Equity
Securities and Warrants to Purchase
Equity Securities).

4.1 - Form of Joint and Several Debt Securities.

4.2<F1>- Form of TEL Debt Securities

4.3 - Form of Joint and Several Senior Debt
Indenture by and among TEC, TEL and The Chase
Manhattan Bank, as Trustee.

4.4 - Form of Joint and Several Senior
Subordinated Debt Indenture by and among
TEC, TEL and United States Trust Company
of New York, as Trustee.

4.5<F1>- Form of TEL Senior Debt Indenture between
TEL and The Chase Manhattan Bank, as
Trustee

4.6<F1>- Form of TEL Senior Subordinated Debt
Indenture between TEL and United States
Trust Company of New York, as Trustee

4.7<F1>- Form of TEL Subordinated Debt Indenture
between TEL and The Chase Manhattan Bank,
as Trustee

4.8<F1>- Form of Warrant Agreement for Preference
Shares and Ordinary Shares (including
form of Warrant Certificate).

4.9 - Form of Warrant Agreement for Joint and
Several Debt Securities (including form
of Warrant Certificate).
<PAGE>
4.10<F1>- Form of Warrant Agreement for TEL Debt
Securities (including form of Warrant
Certificate).

5.1 - Opinion of Simpson Thacher & Bartlett.

5.2 - Opinion of W.S. Walker & Company.

12.1<F1>- Computation of Ratio of Earnings to Fixed
Charges (incorporated by reference to
Exhibit 12.1 to TEL's Quarterly Report on
Form 10-Q for the Quarter ended September
30, 1996 (the "Form 10-Q").

12.2<F1>- Computation of Ratio of Earnings to
Combined Fixed Charges and Preferred
Dividends (incorporated by reference to
Exhibit 12.2 to the Form 10-Q).

23.1 - Consent of Price Waterhouse LLP.

23.2 - Consent of Simpson Thacher & Bartlett
(included in Exhibit 5.1).

23.3 - Consent of W.S. Walker & Company (included
in Exhibit 5.2).

23.4 - Consent of DeGolyer and MacNaughton,
independent petroleum engineers.

24.1<F1>- Powers of Attorney of Board of Directors of
TEL and TEC.

25.1 - Statement of eligibility of The Chase
Manhattan Bank as Trustee under the Joint
and Several Senior Debt Indenture.

25.2<F1>- Statement of eligibility of The Chase
Manhattan Bank as Trustee under the TEL
Senior Debt Indenture.

25.3<F1>- Statement of eligibility of The Chase
Manhattan Bank as Trustee under the TEL
Subordinated Debt Indenture.

25.4 - Statement of eligibility of United States
Trust Company of New York as Trustee
under the Joint and Several Senior
Subordinated Debt Indenture.

25.5<F1>- Statement of eligibility of United States
Trust Company of New York as Trustee
under the TEL Senior Subordinated Debt
Indenture.

<F1> Previously filed.

Exhibit 1.1
TRITON ENERGY LIMITED
TRITON ENERGY CORPORATION

Debt Securities

Warrants to Purchase Debt Securities

Underwriting Agreement

___________, 19__

Triton Energy Corporation
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206-9926

Dear Sirs:

1. Introductory. Triton Energy Limited, a Cayman Islands company
("TEL"), and its wholly owned subsidiary, Triton Energy Corporation, a
Delaware corporation ("TEC", and together with TEL, the "Companies"), propose
to issue and sell from time to time certain of their joint and several debt
securities or warrants representing rights to purchase such joint and several
debt securities (the "Warrants") registered under the registration statement
referred to in Section 2(a) (the "Registered Securities"). The Registered
Securities will be issued under an indenture dated as of ___________, 199_
(the "Indenture") among the Companies and ____________, as Trustee, in one or
more series, which series may vary as to interest rates, maturities,
redemption provisions, selling prices and other terms, with all such terms
for any particular series of the Registered Securities being determined at
the time of sale. The Warrants will be evidenced by warrant certificates
issued by one or more warrant agents (collectively, the "Warrant Agent")
under one or more Warrant Agreements (collectively, the "Warrant Agreement")
among the Companies and the Warrant Agent. The particular series of the
Registered Securities to be sold pursuant to this Agreement are described in
Annex I hereto.

The Registered Securities offered hereby are hereinafter referred
to as the "Securities". The firm or firms which agree to purchase the
Securities are hereinafter referred to as the "Underwriters" of such
Securities, and the representative or representatives of the Underwriters, if
any, specified in Annex I are hereinafter referred to as the
"Representatives"; provided, however, that if Annex I does not specify any
representative of the Underwriters, the term "Representatives", as used in
this Agreement (other than in Sections 2(b) and 5(c) and the first sentence
of Section 3), shall mean the Underwriters.

2. Representations and Warranties of the Companies. The
Companies represent and warrant to, and agree with, each Underwriter that:
<PAGE>
(a) The Companies have prepared and filed with the Securities and
Exchange Commission (the "Commission") in accordance with the provisions
of the Securities Act of 1933, as amended (the "Act"), the Trust
Indenture Act of 1939, as amended ("Trust Indenture Act"), and the rules
and regulations of the Commission ("Rules and Regulations"), a
registration statement on Form S-3 (File No. 333-_______), including a
combined prospectus, relating to certain of the debt securities,
preference shares of TEL, ordinary shares of TEL and warrants of the
Companies (including the Securities) and has become effective. Such
registration statement, as amended at the date hereof, is hereinafter
referred to as the "Registration Statement", and the combined prospectus
included in such Registration Statement, as supplemented as contemplated
by Section 3 to reflect the terms of the Securities and the terms of
offering thereof, as first filed with the Commission pursuant to and in
accordance with Rule 424(b) ("Rule 424(b)") under the Act, including all
materials incorporated by reference therein, is hereinafter referred to
as the "Prospectus".

(b) On the effective date of the Registration Statement, the
Registration Statement conformed in all material respects to the
requirements of the Act, the Trust Indenture Act of 1939 ("Trust
Indenture Act") and the rules and regulations of the Commission ("Rules
and Regulations") and did not include any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading; and on the date
hereof, the Registration Statement and the Prospectus conform in all
respects to the requirements of the Act, the Trust Indenture Act and the
Rules and Regulations, and, on the Closing Date (as hereinafter
defined), neither of such documents will include any untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein (in the case of the
Prospectus, in light of the circumstances under which they were made)
not misleading, except that the foregoing does not apply to (i)
statements in or omissions from any of such documents based upon written
information furnished to the Companies by any Underwriter through the
Representatives, if any, specifically for use therein and (ii) that part
of the Registration Statement that constitutes the Statement of
Eligibility and Qualification (Form T-1) of the Trustee under the Trust
Indenture Act.

(c) Each of the Companies is duly incorporated and is validly
existing and in good standing as a company or corporation, as
applicable, under the laws of its jurisdiction of incorporation, with
corporate power and authority to own its respective properties and
conduct its respective business as described in the Prospectus; and each
is duly qualified to do business as a foreign corporation in good
standing in all jurisdictions in which it owns or leases substantial
properties or in which the conduct of its business requires such
qualification, except where the failure to be so qualified or in good
standing would not have a material adverse effect on the business,
properties, operations, financial condition or results of operations of
TEL and its subsidiaries taken as a whole.

(d) This Agreement has been duly authorized, executed and
delivered by the Companies and constitutes a valid and legally binding
obligation of the Companies enforceable against the Companies in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
<PAGE>
conveyance, reorganization, moratorium and other similar laws relating
to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law), an
implied covenant of good faith and fair dealing and considerations of
public policy in respect of the indemnification provisions hereof.

(e) The Indenture has been duly authorized by the Companies and,
when executed and delivered by the Companies and the Trustee and
qualified under the Trust Indenture Act, will constitute a valid and
legally binding instrument of the Companies enforceable against the
Companies in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights generally,
general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair
dealing. The Indenture conforms in all material, respects to the
description thereof set forth in the Prospectus.

(f) The documents incorporated by reference in the Prospectus, at
the time such documents were filed with the Commission, complied as to
form in all material respects with the requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the applicable
rules and regulations of the Commission thereunder.

(g) Since the respective dates as of which information is given in
the Registration Statement, except as set forth in the Prospectus, there
has not been any material adverse change in the business, properties,
operations, financial condition or results of operations of TEL and its
subsidiaries taken as a whole, and since the date of the latest
consolidated balance sheet of TEL and its subsidiaries included in the
Registration Statement, neither TEL nor any of its subsidiaries has
incurred or undertaken any liabilities or obligations, direct or
contingent, that are material to the business, properties, operations,
financial condition or results of operations of TEL and its subsidiaries
taken as a whole, except for liabilities or obligations that were
incurred or undertaken in the ordinary course of business or that are
adequately reflected in the Registration Statement.

(h) The Securities have been duly authorized by the Companies and,
when authenticated by the Trustee and issued and sold by the Companies
pursuant to this Agreement against payment therefor, will constitute,
valid and legally binding obligations of the Companies enforceable
against the Companies in accordance with their terms and entitled to the
benefits of the Indenture, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating
to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and
an implied covenant of good faith and fair dealing. The Securities,
when issued, will conform in all material respects to the description
thereof set forth in the Prospectus.

(i) The execution, delivery and performance of the Indenture, this
Agreement and the issuance and sale of the Securities and compliance
with the terms and provisions thereof will not result in a breach or
violation of any of the terms and provisions of, or constitute a default
under, or conflict with any statute, any rule, regulation or order of
any governmental agency or body or any court having jurisdiction over
<PAGE>
the Companies or any of their properties or the charter or by-laws of
the Companies, or any agreement or instrument to which either of the
Companies is a party or by which either of the Companies is bound or to
which any of the properties of either of the Companies is subject, and
will not result in the imposition or creation of any lien upon any
property of either of the Companies, in each case that has had or could
reasonably be expected to have a material adverse effect on the
business, properties, operations, financial condition or results of
operations of TEL and its subsidiaries taken as a whole; and the
Companies have full power and authority to authorize, issue and sell the
Securities as contemplated by the provisions of this Agreement.

(j) The consolidated financial statements of TEL and its
subsidiaries, together with the related schedules and notes,
incorporated by reference in the Registration Statement present fairly
in all material respects the consolidated financial position, results of
operations, cash flow and stockholder's equity of TEL and its
consolidated subsidiaries in conformity with generally accepted
accounting principles on the basis stated in the Registration Statement
at the respective dates and for the respective periods to which they
apply; such financial statements and related schedules and notes have
been prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods involved, except
as disclosed therein; and the other financial and statistical
information and data with respect to TEL and its subsidiaries set forth
in the Registration Statement present fairly the information purported
to be shown thereby at the respective dates or for the respective
periods to which they apply and have been prepared on a basis consistent
with such financial statements and the books and records of TEL.

(k) Except as may be set forth in the Prospectus, there are no
legal or governmental proceedings pending or, to the knowledge of the
Companies, threatened to which either of the Companies is a party or of
which any of their respective properties or assets is the subject that
are required to be described in the Registration Statement or the
Prospectus and are not so described. There is no statute, regulation,
contract or other document of a character required to be described in
the Registration Statement or the Prospectus or to be filed as an
exhibit to the Registration Statement that is not so described or filed
as required.

(l) No consent, approval, authorization or order of, or filing
with, any governmental agency or body or any court is required for the
consummation of the transactions contemplated by this Agreement in
connection with the issuance or sale of the Securities by the Companies,
except such as have been obtained and made under the Act and the Trust
Indenture Act and such as may be required under applicable state
securities laws.

3. Purchase and Offering of Securities. Annex I specifies the
firm or firms which will be Underwriters, the names of any Representatives,
the principal amount to be purchased by each Underwriter, the purchase price
to be paid by the Underwriters and the terms of the Securities not already
specified in the applicable Indenture and whether any of the Securities may
be sold to institutional investors pursuant to Delayed Delivery Contracts (as
defined below). Annex I also specifies the time and date of delivery and
payment (such time and date, or such other time not later than seven full
<PAGE>
business days thereafter as the Representatives and the Companies hereby
agree as the time for payment and delivery, being herein referred to as the
"Closing Date"), the place of delivery and payment and any details of the
terms of offering that should be reflected in the prospectus supplement
relating to the offering of the Securities. It is understood that the
Underwriters propose to offer the Securities for sale as set forth in the
Prospectus. The Securities delivered to the Underwriters on the Closing Date
will be in definitive fully registered form, in such denominations and
registered in such names as the Underwriters may request.

If Annex I provides for sales of Securities pursuant to delayed
delivery contracts, the Companies authorize the Underwriters to solicit
offers to purchase Securities pursuant to delayed delivery contracts
substantially in the form of Annex II attached hereto (the "Delayed Delivery
Contracts") with such changes therein as the Companies may authorize or
approve. Delayed Delivery Contracts are to be with institutional investors,
including commercial and savings banks, insurance companies, pension funds,
investment companies and educational and charitable institutions. On the
Closing Date the Companies will pay, as compensation, to the Representatives
for the accounts of the Underwriters, the fee set forth in Annex I in respect
of the principal amount of Securities to be sold pursuant to Delayed Delivery
Contracts ("Contract Securities"). The Underwriters will not have any
responsibility in respect of the validity or the performance of Delayed
Delivery Contracts. If the Companies execute and deliver Delayed Delivery
Contracts, the Contract Securities will be deducted from the Securities to be
purchased by the several Underwriters and the aggregate principal amount of
Securities to be purchased by each Underwriter will be reduced pro rata in
proportion to the principal amount of Securities set forth opposite each
Underwriter's name in Annex I, except to the extent that the Representatives
determine that such reduction shall be otherwise than pro rata and so advise
the Companies. The Companies will advise the Representatives not later than
the business day prior to the Closing Date of the principal amount of
Contract Securities.

4. Certain Agreements of the Companies. The Companies agree with
the several Underwriters that they will furnish to the Representatives and,
counsel for the Underwriters, one signed copy of the Registration Statement
relating to the Registered Securities, including all exhibits, in the form it
became effective and of all amendments thereto and that, in connection with
each offering of Securities:

(a) The Companies will file the Prospectus with the Commission
pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and
if consented to by the Representatives, subparagraph (5)).

(b) The Companies will advise the Representatives promptly of any
proposal to amend or supplement the Registration Statement or the
Prospectus and will afford the Representatives a reasonable opportunity
to comment on any such proposed amendment or supplement; and the
Companies will also advise the Representatives promptly of the filing of
any such amendment or supplement and of the institution by the
Commission of any stop order proceedings in respect of the Registration
Statement or of any part thereof and will use its reasonable best
efforts to prevent the issuance of any such stop order and to obtain as
soon as possible its lifting, if issued.
<PAGE>
(c) If, at any time when a prospectus relating to the Securities
is required to be delivered under the Act, any event occurs as a result
of which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is
necessary at any time to amend the Prospectus to comply with the Act,
the Companies promptly will prepare and file with the Commission an
amendment or supplement which will correct such statement or omission or
an amendment which will effect such compliance. Neither the
Representatives' consent to, nor the Underwriters' delivery of, any such
amendment or supplement shall constitute a waiver of any of the
conditions set forth in Section 5.

(d) As soon as practicable, but not later than 16 months, after
the date hereof, the Companies will make generally available to its
securityholders an earnings statement covering a period of at least 12
months beginning after the later of (i) the effective date of the
registration statement relating to the Registered Securities, (ii) the
effective date of the most recent post-effective amendment to the
Registration Statement to become effective prior to the date hereof and
(iii) the date of TEL's most recent Annual Report on Form 10-K filed
with the Commission prior to the date hereof, which will satisfy the
provisions of Section 11(a) of the Act.

(e) The Companies will furnish to the Representatives copies of
the Registration Statement, including all exhibits, any related
preliminary prospectus, any related preliminary prospectus supplement,
the Prospectus and all amendments and supplements to such documents, in
each case as soon as available and in such quantities as are reasonably
requested.

(f) The Companies will arrange for the qualification of the
Securities for sale and the determination of their eligibility for
investment under the laws of such jurisdictions as the Representatives
designate and will continue such qualifications in effect so long as
required for the distribution.

(g) During the period of three years after the date hereof, the
Companies will furnish to the Representatives as soon as practicable
after the end of each fiscal year, a copy of TEL's annual report to
stockholders for such year and, so long as TEC is an obligor on the
Securities, any annual report of TEC prepared for such year; and the
Companies will furnish to the Representatives (i) as soon as available,
a copy of each report or definitive proxy statement of either of the
Companies filed with the Commission under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or mailed to stockholders, and
(ii) from time to time, such other information concerning the Companies
as the Representatives may reasonably request.

(h) The Companies will pay all expenses incident to the
performance of its obligations under this Agreement and will reimburse
the Underwriters for any expenses (including, subject to the provisions
of Section 8 hereof, reasonable fees and disbursements of counsel)
incurred by them in connection with qualification of the Securities for
sale under the laws of such jurisdictions as the Representatives may
designate and the printing of memoranda relating thereto, for any fees
<PAGE>
charged by investment rating agencies for the rating of the Securities,
and for expenses incurred in distributing the Prospectus, any
preliminary prospectuses and any preliminary prospectus supplements to
Underwriters.

5. Conditions of the Obligations of the Underwriters. The
obligations of the several Underwriters to purchase and pay for the
Securities will be subject to the accuracy of the representations and
warranties on the part of the Companies herein, to the accuracy of the
statements of officers of the Companies made pursuant to the provisions
hereof, to the performance by the Companies of their obligations hereunder
and to the following additional conditions precedent:

(a) The Representatives shall have received a letter, dated the
Closing Date, of TEL's independent public accountants, confirming that they
are independent public accountants within the meaning of the Act and the
applicable published Rules and Regulations thereunder and containing
statements and information of the type ordinarily included in accountants'
"comfort letters" to underwriters with respect to the financial information
contained in or incorporated by reference in the Prospectus, such letter to
be in form and substance reasonably satisfactory to the Representatives and
their counsel.

(b) The Prospectus shall have been filed with the Commission in
accordance with the Rules and Regulations and Section 4(a) of this Agreement.
No stop order suspending the effectiveness of the Registration Statement or
of any part thereof shall have been issued and no proceedings for that
purpose shall have been instituted or, to the knowledge of the Companies or
any Underwriter, shall be contemplated by the Commission.

(c) Subsequent to the execution of this Agreement, there shall not
have occurred (i) any change, or any development involving a prospective
change, in or affecting particularly the business or properties of TEL or its
subsidiaries which, in the judgment of a majority in interest of the
Underwriters, including any Representatives, materially impairs the
investment quality of the Securities or the Registered Securities; (ii) any
downgrading in the rating of any of the Companies' joint debt securities or
either of the Companies' several debt securities by any "nationally
recognized statistical rating organization" (as defined for purposes of Rule
436(g) under the Act), or any public announcement that any such organization
has under surveillance or review its rating of any such debt securities
(other than an announcement with positive implications of a possible
upgrading, and no implication of a possible downgrading, of such rating);
(iii) any suspension or limitation of trading in securities generally on the
New York Stock Exchange, or any setting of minimum prices for trading on such
exchange, or any suspension of trading of any securities of TEL on any
exchange or in the over-the-counter market; (iv) any banking moratorium
declared by Federal or New York authorities; or (v) any outbreak or
substantial escalation of major hostilities in which the United States is
involved, any declaration of war by Congress or any other substantial
national or international calamity or emergency if, in the judgment of a
majority in interest of the Underwriters, including any Representatives, the
effect of any such outbreak, escalation, declaration, calamity or emergency
makes it impractical or inadvisable to proceed with completion of the sale of
and payment for the Securities.
<PAGE>
(d) The Representatives shall have received an opinion, dated the
Closing Date, of W.S. Walker & Company, counsel for TEL, to the effect that:

(i) TEL has been duly incorporated and is validly existing
and in good standing as a company under the laws of the Cayman
Islands, with corporate power and authority to own its properties
and conduct its business as described in the Prospectus;

(ii) The applicable Indenture has been duly authorized,
executed and delivered by TEL; and, assuming due authorization,
execution and delivery thereof by TEC and the Trustee, constitutes
a valid and legally binding instrument of TEL enforceable against
TEL in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a
proceeding in equity or at law) and an implied covenant of good
faith and fair dealing;

(iii) The Securities have been duly authorized by TEL; the
Securities other than any Contract Securities have been duly
executed and issued by TEL; assuming due authentication of the
Securities by the Trustee and upon payment and delivery in
accordance with this Agreement, the Securities other than any
Contract Securities will constitute, and any Contract Securities,
when duly executed and issued by TEL and delivered in the manner
provided in the applicable Indenture and sold pursuant to Delayed
Delivery Contracts, will constitute, valid and legally binding
obligations of TEL enforceable against TEL in accordance with their
terms and entitled to the benefits of the applicable Indenture,
subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing; if the Securities
include Warrants, upon due execution, countersignature and
delivery, the Warrants in definitive form will constitute valid and
legally binding obligations of TEL and the Warrants may be
exercised to purchase debt securities of TEL in accordance with
their terms and the terms of the Warrant Agreement; if any
Securities are to be issued as convertible securities, the Ordinary
Shares into which such Securities are convertible are duly and
validly authorized, have been duly reserved for issuance upon
conversion of such Securities, and when issued upon the conversion
of such Securities will be duly and validly issued, fully paid and
nonassessable and not in violation of or subject to any preemptive
rights; and

(iv) This Agreement, the Warrant Agreement and any Delayed
Delivery Contracts have been duly authorized, executed and
delivered by TEL.

In rendering such opinion, such counsel may (i) state that their
opinion is limited to matters governed by the laws of the Cayman Islands and
(ii) rely (to the extent such counsel deems proper and specifies in their
opinion), as to matters involving the application of the laws of the State of
<PAGE>
New York upon the opinion of Simpson Thacher & Bartlett furnished pursuant to
Section 5(e) of this Agreement.

(e) The Representatives shall have received an opinion, dated the
Closing Date, of Simpson Thacher & Bartlett, special counsel for the Company,
to the effect that:

(i) TEC has been duly incorporated and is validly existing
and in good standing as a corporation under the laws of Delaware,
with corporate power and authority to own its properties and
conduct its business as described in the Prospectus;

(ii) The applicable Indenture has been duly authorized,
executed and delivered by TEC and duly qualified under the Trust
Indenture Act; and, assuming due authorization, execution and
delivery thereof by TEL and the Trustee, constitutes a valid and
legally binding instrument of TEC and TEL enforceable against each
of them in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a
proceeding in equity or at law) and an implied covenant of good
faith and fair dealing;

(iii) The Securities have been duly authorized by TEC; the
Securities other than any Contract Securities have been duly
executed and issued by TEC; assuming due authentication of the
Securities by the Trustee and upon payment and delivery in
accordance with this Agreement, the Securities other than any
Contract Securities will constitute, and any Contract Securities,
when duly executed and issued by TEC and delivered in the manner
provided in the applicable Indenture and sold pursuant to Delayed
Delivery Contracts, will constitute, valid and legally binding
obligations of TEC and TEL (assuming the due authorization,
execution and delivery of such Securities or Contract Securities by
TEL) enforceable against each of them in accordance with their
terms and entitled to the benefits of the applicable Indenture,
subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing; if the Securities
include Warrants, upon due execution, countersignature and delivery
by TEC and TEL, the Warrants in definitive form will constitute
valid and legally binding obligations of TEC and TEL and the
Warrants may be exercised to purchase debt securities of TEC in
accordance with their terms and the terms of the Warrant Agreement;

(iv) The Registration Statement has become effective under
the Act, the Prospectus was filed with the Commission pursuant to
the subparagraph of Rule 424(b) specified in such opinion on the
date specified therein, and the registration statement relating to
the Registered Securities, as of its effective date, and the
Prospectus, as of its date, and any amendment or supplement
thereto, as of its date, complied as to form in all material
respects with the requirements of the Act, the Trust Indenture Act
<PAGE>
and the applicable Rules and Regulations, except that in each case
it is understood that such counsel need express no opinion with
respect to the financial statements or other financial data
contained or incorporated by reference in the Registration
Statement, the Prospectus or any amendment or supplement thereto;

(v) Such counsel has no reason to believe that such
registration statement, as of its effective date, contained any
untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary in order
to make the statements therein not misleading, or that the
Prospectus, as of the Closing Date, contains any untrue statement
of a material fact or omits to state any material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except
that in each case such counsel need express no belief with respect
to the financial statements or other financial data contained or
incorporated by reference in the Registration Statement, the
Prospectus or any amendment or supplement thereto;

(vi) The documents incorporated by reference in the
Registration Statement and the Prospectus, at the time such
documents were filed with the Commission, complied as to form in
all material respects with the requirements of the Exchange Act and
the applicable rules and regulations of the Commission thereunder;
it being understood that such counsel need express no opinion with
respect to the financial statements or other financial data
contained or incorporated by reference in the Registration
Statement or the Prospectus;

(vii) The statements made in the Prospectus under the caption
"Description of Debt Securities", insofar as they purport to
constitute summaries of the terms of documents referred to therein,
constitute accurate summaries of the terms of such documents in all
material respects; and

(viii) This Agreement, the Warrant Agreement and any Delayed
Delivery Contracts have been duly authorized, executed and
delivered by TEC.

In rendering such opinion, such counsel may (i) state that their
opinion is limited to matters governed by the Federal laws of the United
States of America, the laws of the State of New York and the Delaware General
Corporation Law and (ii) rely (to the extent such counsel deems proper and
specifies in their opinion), as to matters involving the application of the
laws of the Cayman Islands upon the opinion of W.S. Walker & Company
furnished pursuant to Section 5(d) of this Agreement.

(f) The Representatives shall have received an opinion, dated the
Closing Date, of Robert B. Holland, III, General Counsel of the Company, to
the effect that:

(i) To the best knowledge of such counsel, each of the
Companies is duly qualified to do business as a foreign corporation
in good standing in all jurisdictions in which it owns or leases
substantial properties or in which the conduct of its business
requires such qualification, except where the failure to be so
<PAGE>
qualified or in good standing would not have a material adverse
effect on the business, properties, operations, financial condition
or results of operations of TEL and its subsidiaries taken as a
whole;

(ii) To the best knowledge of such counsel, no consent,
approval, authorization or order of, or filing with, any
governmental agency or body or any court is required for the
consummation of the transactions contemplated by this Agreement in
connection with the issuance or sale of the Securities by the
Companies, except such as have been obtained and made under the Act
and the Trust Indenture Act and such as may be required under
applicable state securities laws;

(iii) To the best knowledge of such counsel, the execution,
delivery and performance of the applicable Indenture, this
Agreement, the Warrant Agreement and any Delayed Delivery Contracts
and the issuance and sale of the Securities and compliance with the
terms and provisions thereof will not result in a breach or
violation of any of the terms and provisions of, or constitute a
default under, any statute, any rule, regulation or order of any
governmental agency or body or any court having jurisdiction over
the Companies or any of their properties or the charter or by-laws
of the Companies, or any agreement or instrument to which either of
the Companies is a party or by which either of the Companies is
bound or to which any of the properties of either of the Companies
is subject, and the Companies have full power and authority to
authorize, issue and sell the Securities as contemplated by the
provisions of this Agreement; and

(iv) Such counsel does not know of any legal or governmental
proceedings required to be described in the Prospectus which are
not described as required or of any contracts or documents of a
character required to be described in the Registration Statement or
Prospectus or to be filed as exhibits to the Registration Statement
which are not described and filed as required.

In rendering such opinion, such counsel may (i) state that his
opinion is limited to matters governed by the Federal laws of the United
States of America and the laws of the State of Texas and (ii) rely (to the
extent such counsel deems proper and specifies in his opinion), as to matters
involving the application of the laws of the Cayman Islands upon the opinion
of W.S. Walker & Company furnished pursuant to Section 5(d) of this
Agreement.

(g) The Representatives shall have received from counsel for the
Underwriters, such opinion or opinions, dated the Closing Date, with respect
to the incorporation of the Companies, the validity of the Securities, the
Registration Statement, the Prospectus and other related matters as they may
require, and the Companies shall have furnished to such counsel such
documents as they request for the purpose of enabling them to pass upon such
matters.

(h) The Representatives shall have received a certificate, dated
the Closing Date, of the President or any Vice-President and a principal
financial or accounting officer of each of the Companies in which such
officers, to the best of their knowledge after reasonable investigation,
<PAGE>
shall state that the representations and warranties of such Company in this
Agreement are true and correct, that such Company has complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied hereunder at or prior to the Closing Date, that no stop order
suspending the effectiveness of the Registration Statement or of any part
thereof has been issued and no proceedings for that purpose have been
instituted or are contemplated by the Commission and that, subsequent to the
date of the most recent financial statements in the Prospectus, there has
been no material adverse change in the financial position or results of
operation of TEL and its subsidiaries except as set forth in or contemplated
by the Prospectus or as described in such certificate.

The Companies will furnish the Representatives with such conformed copies of
such opinions, certificates, letters and documents as they reasonably
request.

6. Indemnification and Contribution. (a) The Companies will
indemnify and hold harmless each Underwriter against any losses, claims,
damages or liabilities, joint or several, to which such Underwriter may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, the Prospectus, or any
amendment or supplement thereto, or any related preliminary prospectus or
preliminary prospectus supplement, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses
are incurred; provided, however, that the Companies will not be liable in any
such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement in or
omission or alleged omission from any of such documents in reliance upon and
in conformity with written information furnished to the Companies by any
Underwriter specifically for use therein.

(b) Each Underwriter will indemnify and hold harmless the
Companies against any losses, claims, damages or liabilities to which the
Companies may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of
any material fact contained in the Registration Statement, the Prospectus, or
any amendment or supplement thereto, or any related preliminary prospectus or
preliminary prospectus supplement, or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written information furnished to
the Companies by such Underwriter specifically for use therein, and will
reimburse any legal or other expenses reasonably incurred by the Companies in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
<PAGE>
will, if a claim in respect thereof is to be made against the indemnifying
party under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party otherwise than under subsection (a) or (b) above. In case any such
action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will
be entitled to participate therein and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than
reasonable costs of investigation.

(d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless all indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the
losses, claims, damages or liabilities referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative
benefits received by the Companies on the one hand and the Underwriters on
the other from the offering of the Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Companies
on the one hand and the Underwriters on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities as well as any other relevant equitable considerations. The
relative benefits received by the Companies on the one hand and the
Underwriters on the other shall be deemed to be in the same proportion as the
total net proceeds from the offering received by the Companies bear to the
total underwriting discounts and commissions received by the Underwriters.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Companies or the Underwriters and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid by an indemnified
party as a result of the losses, claims, damages or liabilities referred to
in the first sentence of this subsection (d) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any action or claim which is the
subject of this subsection (d). Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this
<PAGE>
subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.

(e) The obligations of the Companies under this Section shall be
in addition to any liability which the Companies may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Act; and the obligations
of the Underwriters under this Section shall be in addition to any liability
which the respective Underwriters may otherwise have and shall extend, upon
the same terms and conditions, to each director of the Companies, to each
officer of each of the Companies who has signed the Registration Statement
and to each person, if any, who controls the Companies within the meaning of
the Act.

7. Default of Underwriters. If any Underwriter or Underwriters
default in their obligations to purchase Securities under this Agreement and
the aggregate principal amount of the Securities that such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed 10%
of the total amount of the Securities, the Representatives may make
arrangements satisfactory to the Companies for the purchase of such
Securities by other persons, including any of the Underwriters, but if no
such arrangements are made by the Closing Date, the non-defaulting
Underwriters shall be obligated severally, in proportion to their respective
commitments under this Agreement, to purchase the Securities that such
defaulting Underwriters agreed but failed to purchase. If any Underwriter or
Underwriters so default and the aggregate principal amount of the Securities
with respect to which such default or defaults occur exceeds 10% of the total
principal amount of the Securities and arrangements satisfactory to the
Representatives and the Companies for the purchase of such Securities by
other persons are not made within 36 hours after such default, this Agreement
will terminate without liability on the part of any nondefaulting Underwriter
or the Companies, except as provided in Section 8. As used in this
Agreement, the term "Underwriter" includes any person substituted for an
Underwriter under this Section. Nothing herein will relieve a defaulting
Underwriter from liability for its default. The respective commitments of
the several Underwriters for the purposes of this Section shall be determined
without regard to reduction in the respective Underwriters' obligations to
purchase the principal amounts of the Securities set forth opposite their
names in Annex I as a result of Delayed Delivery Contracts entered into by
the Companies.

8. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Companies or their officers and of the several Underwriters
set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results
thereof, made by or on behalf of any Underwriter, the Companies or any of
their respective representatives, officers or directors or any controlling
person and will survive delivery of and payment for the Securities. If this
Agreement is terminated pursuant to Section 7 or if for any reason the
purchase of the Securities by the Underwriters hereunder is not consummated,
the Companies shall remain responsible for the expenses to be paid or
reimbursed by them pursuant to Section 4 and the respective obligations of
the Companies and the Underwriters pursuant to Section 6 shall remain in
effect.
<PAGE>
9. Notices. All communications hereunder will be in writing and,
if sent to the Underwriters, will be mailed, delivered or telegraphed and
confirmed to them at their addresses furnished to the Companies in writing
for the purpose of communications hereunder or, if sent to TEL, will be
mailed, delivered or telegraphed and confirmed to it at Caledonian House,
Mary Street, P.O. Box 1043, George Town, Grand Cayman, Cayman Islands, or, if
sent to TEC, will be mailed, delivered or telegraphed and confirmed to it at
6688 North Central Expressway, Suite 1400, Dallas, Texas 75206-9926,
Attention: General Counsel.

10. Successors. This Agreement will inure to the benefit of and
be binding upon the Companies and such Underwriters as are identified in
Annex I and their respective successors and the officers and directors and
controlling persons referred to in Section 6, and no other person will have
any right or obligation hereunder.

11. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
<PAGE>
Please confirm your agreement with the foregoing by signing a copy of
this Agreement in the space set forth below.

Very truly yours,

[NAME OF REPRESENTATIVE OR
UNDERWRITER]
[Insert name(s) of other
Representatives or Underwriters]
[On behalf of--themselves--itself--
and as Representative[s] of the
Several][As] Underwriter[s]
By [NAME OF REPRESENTATIVE OR
UNDERWRITER]

By_____________________________
[Insert Title]
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

TRITON ENERGY CORPORATION

By_________________________________
[Insert Title]

TRITON ENERGY LIMITED

By_________________________________
[Insert Title]
<PAGE>
ANNEX I

Description of Securities

Title: [___%] [Floating Rate] [Notes] [Debentures] [Bonds] Due
____________.

Principal Amount: $_____________.

Interest: [___% per annum, from _________, payable semiannually on
_________ and _________, commencing _________, to holders of record on the
preceding ____________ or ___________, as the case may be.] [Zero coupon.]

Maturity: _______________.

Optional Redemption: [None.]

Sinking Fund: [None.]

Delayed Delivery Contracts: [None.] [Delivery Date[s] shall be
____________. Underwriters' fee is ___% of the principal amount of the
Contract Securities.]

Purchase Price: ___% of principal amount, plus accrued interest
[, if any,] from ______________.

Expected Reoffering Price: ___% of principal amount, subject to
change by the undersigned.

Closing: _____________, __:__ A.M., New York City time, on
______________, at _________________________, in New York Clearing House
(next day) funds.

[Name[s] and Address[es] of Representative[s]:]

The respective principal amounts of the Securities to be purchased by
each of the Underwriters are set forth opposite their names in Schedule A
hereto.

The Securities will be made available for checking and packaging at
the office of ______________ at least 24 hours prior to the Closing Date.
<PAGE>
SCHEDULE A

Underwriter Principal Amount

_________________

Total $
================
<PAGE>
ANNEX II

(Three copies of this Delayed Delivery Contract should be
signed and returned to the address shown below so as to
arrive not later than 9:00 A.M., New York time, on
............ ........., 19....)<F1>

Delayed Delivery Contract

[Insert date of initial public offering]

Triton Energy Limited
Triton Energy Corporation
c/o [NAME OF PURCHASER]
[ADDRESS]
Attention: ____________

Gentlemen:

The undersigned hereby agrees to purchase from Triton Energy
Limited, a Cayman Islands Company ("TEL"), and its wholly owned subsidiary,
Triton Energy Corporation, a Delaware corporation ("TEC", and together with
TEL, the "Companies") and the Companies agree to sell to the undersigned,
$_____________ principal amount of the Companies' joint and several
_________________ (the "Securities") which Securities are offered by the
Companies' Prospectus dated _________ __, 1996 and a Prospectus Supplement
dated __________, relating thereto, receipt of copies of which is hereby
acknowledged, at __% of the principal amount thereof plus accrued interest,
if any, and on the further terms and conditions set forth in this Delayed
Delivery Contract (the "Contract").

The undersigned will purchase from the Companies as of the
date hereof, for delivery on the dates set forth below, Securities in the
principal amount[s] set forth below:

Principal Amount

Number
Delivery Date of Shares

................... ...................

Each such delivery date is hereinafter referred to as a Delivery Date.

Payment for the Securities that the undersigned has agreed
to purchase for delivery on each Delivery Date shall be made to the Companies
or their order by certified or official bank check in New York Clearing House
(next day) funds at the office of _______________ at __:__ __.M. on such
Delivery Date upon delivery to the undersigned of the Securities to be
purchased by the undersigned for delivery on such Delivery Date in definitive
fully registered form and in such denominations and registered in such names
as the undersigned may designate by written or telegraphic communication
<PAGE>
addressed to TEC not less than five full business days prior to such Delivery
Date.

It is expressly agreed that the provisions for delayed
delivery and payment are for the sole convenience of the undersigned; that
the purchase hereunder of Securities is to be regarded in all respects as a
purchase as of the date of this Contract; that the obligation of the
Companies to make delivery of and accept payment for, and the obligation of
the undersigned to take delivery of and make payment for, Securities on each
Delivery Date shall be subject only to the conditions that (1) investment in
the Securities shall not at such Delivery Date be prohibited under the laws
of any jurisdiction in the United States to which the undersigned is subject
and (2) the Companies shall have sold to the Underwriters the total principal
amount of the Securities less the principal amount thereof covered by this
and other similar Contracts. The undersigned represents that its investment
in the Securities is not, as of the date hereof, prohibited under the laws of
any jurisdiction to which the undersigned is subject and which governs such
investment.

This Contract will inure to the benefit of and be binding
upon the parties hereto and their respective successors, but will not be
assignable by either party hereto without the written consent of the other.

It is understood that the acceptance of any such Contract is
in the Companies' sole discretion and, without limiting the foregoing, need
not be on a first-come, first-served basis. If this Contract is acceptable
to the Companies, it is requested that the Companies sign the form of
acceptance below and mail or deliver one of the counterparts hereof to the
undersigned at its address set forth below. This will become a binding
contract among the Companies and the undersigned when such counterpart is so
mailed or delivered.

Yours very truly,

___________________________________
(Name of Purchaser)

By_________________________________

___________________________________
(Title of Signatory)

___________________________________

___________________________________
(Address of Purchaser)

Accepted, as of the above date.
TRITON ENERGY LIMITED

By_______________________________
[Insert Title]

TRITON ENERGY CORPORATION

By_______________________________
[Insert Title]
<PAGE>
<F1> Insert date which is third full business day prior to Closing Date
specified in Annex I.

EXHIBIT 4.1

[FORM OF FACE OF SECURITY]

TRITON ENERGY LIMITED
TRITON ENERGY CORPORATION

[Title of Series of Securities]

No. ____ $______________

[UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS REGISTERED GLOBAL 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.]

TRITON ENERGY LIMITED, a Cayman Islands Company (such company,
and its successors and assigns under the Indenture hereinafter referred
to, being herein called "TEL") and its wholly owned subsidiary, TRITON
ENERGY CORPORATION, a Delaware corporation (such person, and its
successors and assigns under the Indenture hereinafter referred to,
being herein called "TEC", and together with TEL, the "Companies"), for
value received, hereby promise to pay to _____________, or registered
assigns, the principal sum of _____________ at the office or agency of
the Companies referred to below, on ___________, and to pay interest,
semi-annually on _________ and _________, of each year, on said
principal sum at said office or agency, at the rate of ____% per annum,
from the ___________ or ___________, as the case may be, next preceding
the date of this Security to which interest has been paid, unless the
date hereof is the date to which interest has been paid, in which case
from the date of this Security, or unless no interest has been paid on
the Securities, in which case from _________, until payment of said
principal sum has been made or duly provided for. Notwithstanding the
foregoing, if the date hereof is after the ____ day of the calendar
month preceding any __________ or __________, as the case may be, and
prior to such __________ or __________, this Security shall bear
interest from such __________ or __________; provided, however, that if
and to the extent that the Company shall default in the payment of
interest due on such __________ or __________, then this Security shall
bear interest from the next preceding __________ or __________ to which
interest has been paid, or, if no interest has been paid on the
Securities, from ____________. The interest so payable on any _________
or __________ will, subject to certain exceptions provided in the
Indenture referred to on the reverse hereof, be paid to the person in
whose name this Security is registered at the close of business on the
____ day of the calendar month preceding such _________ or __________.
Reference is made to the further provisions of this Security
set forth on the reverse hereof. Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.
The Security shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been
signed by the Trustee under the Indenture referred to on the reverse
hereof.
<PAGE>
IN WITNESS WHEREOF, each of TEL and TEC has caused this
instrument to be executed in its name and on its behalf by the signature
of its _______________ and by signature of its _______________ and has
caused its corporate seal to be affixed hereunto or imprinted hereon.

Dated: _______________

TRUSTEE'S CERTIFICATE OF AUTHENTICATION [SEAL] TRITON ENERGY LIMITED
This is one of the Securities of the
series designated herein referred to
in the within mentioned Indenture.

____________, as Trustee By:__________________

By:_______________________________
Authorized Officer By:__________________

____________, as Trustee TRITON ENERGY
CORPORATION

By:__________________
By:_______________________________
Authorized Officer By:__________________
<PAGE>
[FORM OF REVERSE SIDE OF SECURITY]

TRITON ENERGY LIMITED
TRITON ENERGY CORPORATION

[Title of Series of Securities]

This Security is one of a duly authorized issue of joint and
several Securities of the Companies, designated as their
____________________ (herein called the "Securities"), limited (except
as otherwise provided in the Indenture referred to below) to the
aggregate principal amount of $_____________, all issued or to be issued
under and pursuant to an Indenture, dated as of ___________ (herein
called the "Indenture"), duly executed and delivered by the Companies,
and ____________, as Trustee (herein called the "Trustee"), to which
Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights,
duties, obligations and immunities thereunder of the Companies, the
Trustee and the holders of the Securities, and of the terms upon which
the Securities are, and are to be, authenticated and delivered. The
Securities are issuable in registered form only, without coupons, in
denominations of $______ and integral multiples thereof. Terms used
herein and not otherwise defined shall have the meanings given such
terms in the Indenture.
In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal hereof and interest
hereon may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Companies and the rights of the holders of the
Securities at any time by the Companies and the Trustee with the consent
of the holders of a majority in aggregate principal amount of the
outstanding Securities. The Indenture also contains provisions
permitting the holders of a majority in aggregate principal amount of
the outstanding Securities, on behalf of the holders of all the
Securities, to waive compliance by the Companies with certain provisions
of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by or on behalf of the holder
of this Security shall be conclusive and binding upon such holder and
upon all future holders of this Security and of any Security issued upon
the registration of transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent or waiver is made upon
this Security.
Subject to the terms of the Indenture, the Companies may elect
[either (i)] to defease and be discharged from any and all obligations
with respect to the Securities [or (ii) to be released from their joint
and several obligations with respect to certain covenants applicable to
the Securities], upon compliance by the Companies with certain
conditions set forth therein, which provisions apply to this Security.
Under the terms of the Indenture, TEC may be released from its
obligations under the Indenture and the Securities, without the consent
of the holders of the Securities, if the 1997 Notes and the 2000 Notes
issued by TEC are no longer outstanding and if TEL or any successor to
TEL has assumed the obligations of TEC under such Securities.
<PAGE>
[Discussion of provisions relating to redemption, if
applicable.]
[Discussion of provisions relating to subordination, if
applicable.]
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the joint and several
obligation of the Companies, which is absolute and unconditional, to pay
the principal of and interest on this Security at the place, at the
respective times, at the rate and in the coin or currency prescribed
herein.
Upon the presentment for registration of transfer of this
Security at the office or agency of the Companies at
____________________, a new Security or Securities of authorized
denominations for an equal aggregate principal amount will be issued to
the transferee in exchange therefor, subject to the limitations provided
in the Indenture, without charge except for any tax or other
governmental charge imposed in connection therewith.
Prior to due presentment for registration of transfer of this
Security, the Companies, the Trustee or any Security registrar, co-
registrar, paying agent or authenticating agent, may deem and treat the
registered holder hereof as the absolute owner of this Security, for the
purpose of receiving payment hereof, or on account hereof, and for all
other purposes, and the Companies or the Trustee or any Security
registrar, co-registrar, paying agent or authenticating agent shall not
be affected by any notice to the contrary.

Exhibit 4.3

FORM OF SENIOR INDENTURE, dated as of _________ __, 199__ among TRITON
ENERGY LIMITED, a Cayman Islands company ("TEL"), TRITON ENERGY CORPORATION,
a Delaware corporation ("TEC" and, together with TEL, the "Issuers"), and THE
CHASE MANHATTAN BANK, a New York banking corporation, as trustee (the
"Trustee").

W I T N E S S E T H :

WHEREAS, the Issuers each have duly authorized the issuance from time to
time of their joint and several unsecured debentures, notes or other
evidences of indebtedness to be issued in one or more series (the
"Securities") up to such principal amount or amounts as may from time to time
be authorized in accordance with the terms of this Indenture; and

WHEREAS, the Issuers have duly authorized the execution and delivery of
this Indenture to provide, among other things, for the authentication,
delivery and administration of the Securities; and

WHEREAS, all things necessary to make this Indenture a valid indenture
and agreement according to its terms have been undertaken and completed;

NOW, THEREFORE:

In consideration of the premises and the purchases of the Securities by
the Holders (as hereinafter defined) thereof, the Issuers and the Trustee
mutually covenant and agree for the equal and proportionate benefit of the
respective Holders from time to time of the Securities as follows:

ARTICLE ONE
DEFINITIONS

SECTION 1.1 For all purposes of this Indenture and of any indenture
supplemental hereto the following terms shall have the respective meanings
specified in this Section 1.1 (except as otherwise expressly provided herein
or in any indenture supplemental hereto or unless the context otherwise
clearly requires). All other terms used in this Indenture that are defined
in the Trust Indenture Act of 1939, including terms defined therein by
reference to the Securities Act of 1933, as amended (the "Securities Act"),
shall have the meanings assigned to such terms in said Trust Indenture Act of
1939 and in said Securities Act as in force at the date of this Indenture
(except as herein otherwise expressly provided herein or in any indenture
supplemental hereto or unless the context otherwise clearly requires).

All accounting terms used herein and not expressly defined shall have
the meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term "generally accepted accounting
principles" means such accounting principles as are generally accepted on the
date of this Indenture.
<PAGE>
The words "herein", "hereof" and "hereunder" and other words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision. The expressions "date of this Indenture",
"date hereof", "date as of which this Indenture is dated" and "date of
execution and delivery of this Indenture" and other expressions of similar
import refer to the effective date of the original execution and delivery of
this Indenture, viz. as of _________ __, 199__.

The terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular.

"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 specified 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.

"Authenticating Agent" shall have the meaning set forth in Section 6.14.

"Bankruptcy Code" means the United States Bankruptcy Code, 11 United
States Code Sections 101 et seq., or any successor statute thereto.

"Board of Directors" when used with respect to either of the Issuers,
means either the Board of Directors of such Issuer or any committee of that
Board duly authorized to act on its behalf.

"Board Resolution" when used with respect to either of the Issuers,
means one or more resolutions, certified by the secretary or an assistant
secretary of such Issuer to have been duly adopted or consented to by the
Board of Directors of such Issuer and to be in full force and effect, and
delivered to the Trustee.

"Business Day" means, with respect to any Security, unless otherwise
specified in a Board Resolution and an Officers Certificate with respect to a
particular series of Securities, a day that (a) in the Place of Payment (or
in any of the Places of Payment, if more than one) in which amounts are
payable, as specified in the form of such Security, and (b) in the city in
which the Corporate Trust Office is located, is not a day on which banking
institutions are authorized or required by law or regulation to close.

"Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution and delivery of this
Indenture such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act of 1939, then the body
performing such duties on such date.

"Consolidated Net Tangible Assets" means the aggregate amount of assets
included on the most recent consolidated balance sheet of TEL and its
Restricted Subsidiaries, less applicable reserves and other properly
deductible items and after deducting therefrom (a) all current liabilities
and (b) all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles, all in accordance with
generally accepted accounting principles consistently applied.
<PAGE>
"Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located in New York, New York.

"Depositary" means, with respect to the Securities of any series
issuable or issued in the form of one or more Global Securities, the Person
designated as Depositary by the Issuers pursuant to Section 2.3 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, "Depositary" as used with respect to the
Securities of any such series shall mean the Depositary with respect to the
Global Securities of such series.

"Dollars" and the sign "$" means the coin and currency of the United
States of America as at the time of payment is legal tender for the payment
of public and private debts.

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

"Event of Default" means any event or condition specified as such in
Section 5.1.

"Global Security" means a Security evidencing all or a part of a series
of Securities issued to the Depositary for such series in accordance with
Section 2.3 and bearing the legend prescribed in Section 2.4.

"Holder", "Holder of Securities", "Securityholder" or other similar
terms mean, in the case of any Security, the Person in whose name such
Security is registered in the security register kept by the Issuers for that
purpose in accordance with the terms hereof.

"Indebtedness" with respect to any Person means, without duplication:

(a) (i) the principal of, premium, if any, and interest, if any,
on indebtedness for money borrowed of such Person, indebtedness of such
Person evidenced by bonds, notes, debentures or similar obligations, and
any guaranty by such Person of any indebtedness for money borrowed or
indebtedness evidenced by bonds, notes, debentures or similar
obligations of any other Person, whether any such indebtedness or
guaranty is outstanding on the date of this Indenture or is thereafter
created, assumed or incurred, (ii) obligations of such Person for the
reimbursement of any obligor on any letter of credit, banker's
acceptance or similar credit transaction; (iii) the principal of and
premium, if any, and interest, if any, on indebtedness incurred, assumed
or guaranteed by such Person in connection with the acquisition by it or
any of its subsidiaries of any other businesses, properties or other
assets; (iv) lease obligations which such Person capitalized in
accordance with Statement of Financial Accounting Standards No. 13
promulgated by the Financial Accounting Standards Board or such other
generally accepted accounting principles as may be from time to time in
effect; (v) any indebtedness of such Person representing the balance
deferred and unpaid of the purchase price of any property or interest
therein (except any such balance that constitutes an accrued expense or
trade payable) and any guaranty, endorsement or other contingent
obligation of such Person in respect of any indebtedness of another that
<PAGE>
is outstanding on the date of this Indenture or is thereafter created,
assumed or incurred by such Person; and (vi) obligations of such Person
under interest rate, commodity or currency swaps, caps, collars, options
and similar arrangements if and to the extent that any of the foregoing
indebtedness in (i) through (vi) would appear as a liability on the
balance sheet of such Person in accordance with generally accepted
accounting principles; and

(b) any amendments, modifications, refundings, renewals or
extensions of any indebtedness or obligation described as Indebtedness
in clause (a) above.

"Indenture" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or
supplemented or both, including, for all purposes of this instrument and any
such supplement, the provisions of the Trust Indenture Act of 1939 that are
deemed to be a part of and govern this instrument and any such supplement,
respectively, and shall include the forms and terms of particular series of
Securities established as contemplated hereunder.

"interest" means, when used with respect to non-interest bearing
Securities (including, without limitation, any Original Issue Discount
Security that by its terms bears interest only after maturity or upon default
in any other payment due on such Security), interest payable after maturity
(whether at stated maturity, upon acceleration or redemption or otherwise) or
after the date, if any, on which the Issuers become obligated to acquire a
Security, whether upon conversion, by purchase or otherwise.

"Issuer" means either TEC or TEL, and "Issuers" means both TEC and TEL,
and, subject to Article Nine, their respective successors and assigns.

"Issuer Order" means a written statement, request or order of the
Issuers which is signed in the name of each of the Issuers by the chairman of
the Board of Directors, the president or any vice president of each such
Issuer and delivered to the Trustee.

"Officers' Certificate", when used with respect to each Issuer, means a
certificate signed by the chairman of the Board of Directors, the president,
or any vice president and by the treasurer, any assistant treasurer, the
controller, any assistant controller, the secretary or any assistant
secretary of such Issuer. Each such certificate shall include the statements
provided for in Section 11.5 if and to the extent required by the provisions
of such Section 11.5. One of the officers signing each Officers' Certificate
given pursuant to Section 4.3 shall be the principal executive, financial or
accounting officer of each such Issuer.

"original issue date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly)
on registration of transfer, exchange or substitution.
<PAGE>
"original issue discount" of any debt security, including any Original
Issue Discount Security, means the difference between the principal amount of
such debt security and the initial issue price of such debt security (as set
forth in the case of an Original Issue Discount Security on the face of such
Security).

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

"Outstanding", when used with reference to Securities, shall, subject to
the provisions of Section 7.4, mean, as of any particular time, all
Securities authenticated and delivered by the Trustee under this Indenture,
except:

(a) Securities theretofore cancelled by the Trustee or delivered
to the Trustee for cancellation;

(b) Securities (other than Securities of any series as to which
the provisions of Article Ten hereof shall not be applicable), or
portions thereof, for the payment or redemption of which moneys or U.S.
Government Obligations (as provided for in Section 10.1) in the
necessary amount shall have been deposited in trust with the Trustee or
with any paying agent (other than either of the Issuers) or shall have
been set aside, segregated and held in trust by an Issuer for the
Holders of such Securities (if such Issuer shall act as the Issuers'
paying agent), provided that, if such Securities, or portions thereof,
are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as herein provided, or provision
satisfactory to the Trustee shall have been made for giving such notice;
and

(c) Securities which shall have been paid or in substitution for
which other Securities shall have been authenticated and delivered
pursuant to the terms of Section 2.9 (except with respect to any such
Security as to which proof satisfactory to the Trustee is presented that
such Security is held by a Person in whose hands such Security is a
legal, valid and binding obligation of the Issuers).

In determining whether the Holders of the requisite aggregate principal
amount of Outstanding Securities of any or all series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, the
principal amount of an Original Issue Discount Security that shall be deemed
to be Outstanding for such purposes shall be the portion of the principal
amount thereof that would be due and payable as of the date of such
determination (as certified by the Issuers to the Trustee) upon a declaration
of acceleration of the maturity thereof pursuant to Article Five.

"Periodic Offering" means an offering of Securities of a series from
time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if any, thereon, the stated
maturity or maturities thereof and the redemption provisions, if any, with
respect thereto, are to be determined by each of the Issuers or its agents
upon the issuance of such Securities.

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

"Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and interest, if
any, on the Securities of such series are payable as determined in accordance
with Section 2.3.

"principal" of a debt security, including any Security, means the amount
(including, without limitation, if and to the extent applicable, any premium
and, in the case of an Original Issue Discount Security, any accrued original
issue discount, but excluding interest) that is payable with respect to such
debt security as of any date and for any purpose (including, without
limitation, in connection with any sinking fund, if any, upon any redemption
at the option of the Issuers, upon any purchase or exchange at the option of
the Issuers or the holder of such debt security and upon any acceleration of
the maturity of such debt security).

"principal amount" of a debt security, including any Security, means the
principal amount as set forth on the face of such debt security.

"record date" shall have the meaning set forth in Section 2.7.

"Responsible Officer", when used with respect to the Trustee, means any
officer of the Trustee with direct responsibility for the administration of
this Indenture.

"Restricted Subsidiary" means (a) any Subsidiary of TEL other than an
Unrestricted Subsidiary, and (b) any Subsidiary of TEL which was an
Unrestricted Subsidiary but which, subsequent to the date hereof, is
designated by TEL (by Board Resolution) to be a Restricted Subsidiary;
provided, however, that TEL may not designate any such Subsidiary to be a
Restricted Subsidiary if TEL would thereby breach any covenant or agreement
herein contained (on the assumptions that any outstanding Indebtedness of
such Subsidiary was incurred at the time of such designation).

"Securities Act" shall have the meaning set forth in Section 1.1.

"Security" or "Securities" has the meaning stated in the first recital
of this Indenture or, as the case may be, Securities that have been
authenticated and delivered pursuant to this Indenture.

"Subsidiary" of any specified Person means any corporation of which such
Person, or such Person and one or more Subsidiaries of such Person, or any
one or more Subsidiaries of such Person, directly or indirectly own voting
securities entitling any one or more of such Persons and its Subsidiaries to
elect a majority of the directors, either at all times or, so long as there
is no default or contingency which permits the holders of any other class or
classes of securities to vote for the election of one or more directors.

"Trust Indenture Act of 1939" (except as otherwise provided in Sections
8.1 and 8.2) means the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990, as in force at the date as of which this
Indenture is originally executed.

"Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Six, shall also
<PAGE>
include any successor trustee. "Trustee" shall also mean or include each
Person who is then a trustee hereunder and, if at any time there is more than
one such Person, "Trustee" as used with respect to the Securities of any
series shall mean the trustee with respect to the Securities of such series.

"Unrestricted Subsidiary" means (a) any Subsidiary of TEL acquired or
organized after the date hereof, provided, however, that such Subsidiary
shall not be a successor, directly or indirectly, to any Restricted
Subsidiary, and (b) any Subsidiary of TEL substantially all the assets of
which consist of stock or other securities of a Subsidiary or Subsidiaries of
the character described in clause (a) of this paragraph, unless and until
such Subsidiary shall have been designated to be a Restricted Subsidiary
pursuant to clause (b) of the definition of "Restricted Subsidiary".

"U.S. Government Obligations" shall have the meaning set forth in
Section 10.1(B).

"Yield to Maturity" means the yield to maturity on a series of
Securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series,
and calculated in accordance with generally accepted financial practice or as
otherwise provided in the terms of such series of Securities.

ARTICLE TWO
SECURITIES

SECTION 2.1 Forms Generally. The Securities of each series shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to one or more Board Resolutions (as set forth in
a Board Resolution or, to the extent established pursuant to rather than set
forth in a Board Resolution, an Officers' Certificate detailing such
establishment) or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have
imprinted or otherwise reproduced thereon such legend or legends or
endorsements, not inconsistent with the provisions of this Indenture, as may
be required to comply with any law or with any rules or regulations pursuant
thereto, or with any rules of any securities exchange or to conform to
general usage, all as may be determined by the officers executing such
Securities, as evidenced by their execution of such Securities.

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

SECTION 2.2 Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be
substantially as follows:
<PAGE>
This is one of the Securities of the series designated herein referred
to in the within mentioned Indenture.

THE CHASE MANHATTAN BANK, as Trustee

By_______________________________
Authorized Signatory

If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Securities of such series shall
bear, in addition to the Trustee's certificate of authentication, an
alternate Certificate of Authentication which shall be substantially as
follows:

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

THE CHASE MANHATTAN BANK, as Trustee

By ________________________________
as Authenticating Agent

By _______________________________
Authorized Signatory

SECTION 2.3 Amount Unlimited, Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

The Securities may be issued in one or more series and the Securities of
each such series shall rank equally and pari passu with the Securities of
each other series and with all other unsecured and unsubordinated debt of
each of the Issuers. There shall be established in or pursuant to one or
more Board Resolutions of each Issuer (and, to the extent established
pursuant to rather than set forth in a Board Resolution, in an Officers'
Certificate detailing such establishment) or established in one or more
indentures supplemental hereto, prior to the initial issuance of Securities
of any series:

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

(2) any limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 2.8, 2.9, 2.11, 8.5 or
12.3);
<PAGE>
(3) the date or dates on which the principal of the Securities of
the series is payable;

(4) the rate or rates at which the Securities of the series shall
bear interest, if any, the date or dates from which any such interest
shall accrue, on which any such interest shall be payable and on which a
record shall be taken for the determination of Holders to whom any such
interest is payable or the method by which such rate or rates or date or
dates shall be determined or both;

(6) the right, if any, of the Issuers to redeem, purchase or repay
Securities of the series, in whole or in part, at its option and the
period or periods within which, the price or prices (or the method by
which such price or prices shall be determined or both) at which, the
form or method of payment therefor if other than in cash and any terms
and conditions upon which and the manner in which (if different from the
provisions of Article Twelve) Securities of the series may be so
redeemed, purchased or repaid, in whole or in part, pursuant to any
sinking fund or otherwise;

(7) the obligation, if any, of the Issuers to redeem, purchase or
repay Securities of the series in whole or in part pursuant to any
mandatory redemption, sinking fund or analogous provisions or at the
option of a Holder thereof and the period or periods within which the
price or prices (or the method by which such price or prices shall be
determined or both) at which, the form or method of payment therefor if
other than in cash and any terms and conditions upon which and the
manner in which (if different from the provisions of Article Twelve)
Securities of the series shall be redeemed, purchased or repaid, in
whole or in part, pursuant to such obligation;

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

(9) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
acceleration of the maturity thereof;

(10) whether Securities of the series will be issuable as Global
Securities;

(11) if the Securities of such series are to be issuable in
definitive form (whether upon original issue or upon exchange of a
temporary Security of such series) only upon receipt of certain
certificates or other documents or satisfaction of other conditions, the
form and terms of such certificates, documents or conditions;

(12) any trustees, depositaries, authenticating or paying agents,
transfer agents or registrars or any other agents with respect to the
Securities of such series;
<PAGE>
(13) any deleted, modified or additional events of default or
remedies or any deleted, modified or additional covenants with respect
to the Securities of such series;

(14) whether the provisions of Section 10.1(C) will be applicable
to Securities of such series;

(16) if other than Dollars, the foreign currency in which payment
of the principal of, premium, if any, and interest, if any, on the
Securities of such series shall be payable;

(17) if other than The Chase Manhattan Bank is to act as Trustee
for the Securities of such series, the name and Corporate Trust Office
of such Trustee;

(18) if the amounts of payments of principal of, premium, if any,
and interest, if any, on the Securities of such series are to be
determined with reference to an index, the manner in which such amounts
shall be determined;

(19) the terms for conversion or exchange, if any, with respect to
the Securities of such series; and

(20) any other terms of the 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 Resolutions or Officers' Certificates referred to above
or as set forth in any such indenture supplemental hereto. All Securities of
any one series need not be issued at the same time and may be issued from
time to time, consistent with the terms of this Indenture, if so provided by
or pursuant to such Board Resolutions, such Officers' Certificates or in any
such indenture supplemental hereto.

Any such Board Resolutions or Officers' Certificates referred to above
with respect to Securities of any series filed with the Trustee on or before
the initial issuance of the Securities of such series shall be incorporated
herein by reference with respect to Securities of such series and shall
thereafter be deemed to be a part of the Indenture for all purposes relating
to Securities of such series as fully as if such Board Resolutions or
Officers' Certificates were set forth herein in full.

(1) an Issuer Order requesting such authentication and setting
forth delivery instructions provided that, with respect to Securities
of a series subject to a Periodic Offering, (a) such Issuer Order may be
delivered by the Issuers to the Trustee prior to the delivery to the
Trustee of such Securities for authentication and delivery, (b) the
Trustee shall authenticate and deliver Securities of such series for
original issue from time to time, in an aggregate principal amount not
exceeding the aggregate principal amount established for such series,
pursuant to an Issuer Order or pursuant to procedures acceptable to the
Trustee as may be specified from time to time by an Issuer Order, (c)
the maturity date or dates, original issue date or dates, interest rate
or rates, if any, and any other terms of Securities of such series shall
be determined by an Issuer Order or pursuant to such procedures, (d) if
provided for in such procedures, such Issuer Order may authorize
authentication and delivery pursuant to oral or electronic instructions
from each of the Issuers or its duly authorized agent or agents, which
oral instructions shall be promptly confirmed in writing and (e) after
the original issuance of the first Security of such series to be issued,
any separate request by the Issuers that the Trustee authenticate
Securities of such series for original issuance will be deemed to be a
certification by each such Issuer that it is in compliance with all
conditions precedent provided for in this Indenture relating to the
authentication and delivery of such Securities;

(2) the Board Resolutions, Officers' Certificates or executed
supplemental indenture referred to in Sections 2.1 and 2.3 by or
pursuant to which the forms and terms of the Securities of such series
were established;

(3) an Officers' Certificate setting forth the form or forms and
terms of the Securities stating that the form or forms and terms of the
Securities have been established pursuant to Sections 2.1 and 2.3 and
comply with this Indenture and covering such other matters as the
Trustee may reasonably request; and

(4) at the option of the Issuers, either an Opinion of Counsel, or
a letter from legal counsel addressed to the Trustee permitting it to
rely on an Opinion of Counsel, substantially to the effect that:

(a) the form or forms of the Securities of such series have
been duly authorized and established in conformity with the
provisions of this Indenture;
<PAGE>
(b) in the case of an underwritten offering, the terms of the
Securities of such series have been duly authorized and established
in conformity with the provisions of this Indenture, and, in the
case of an offering that is not underwritten, certain terms of the
Securities of such series have been established pursuant to Board
Resolutions, Officers' Certificates or a supplemental indenture in
accordance with this Indenture, and when such other terms as are to
be established pursuant to procedures set forth in an Issuer Order
shall have been established, all such terms will have been duly
authorized by each of the Issuers and will have been established in
conformity with the provisions of this Indenture;

(c) when the Securities of such series have been executed by
the Issuers and authenticated by the Trustee in accordance with the
provisions of this Indenture and delivered to and duly paid for by
the purchasers thereof, they will have been duly issued under this
Indenture and will be valid and legally binding obligations of each
of the Issuers, enforceable in accordance with their respective
terms, and will be entitled to the benefits of this Indenture; and

(d) the execution and delivery by each of the Issuers of, and
the performance by each Issuer, of its obligations under, the
Securities of such series will not contravene any provision of
applicable law or the articles of incorporation or bylaws of each
such Issuer or any agreement or other instrument binding upon each
such Issuer or any of its Subsidiaries that is material to each
such Issuer and its Subsidiaries, considered as one enterprise, or,
to such counsel's knowledge after the inquiry indicated therein,
any judgment, order or decree of any governmental agency or any
court having jurisdiction over each such Issuer or any Subsidiary,
and no consent, approval or authorization of any governmental body
or agency is required for the performance by each such Issuer of
its obligations under the Securities, except such as are specified
and have been obtained and such as may be required by the
securities or blue sky laws of the various states in connection
with the offer and sale of the Securities.

In addition, if the authentication and delivery relates to a new series
of Securities created by an indenture supplemental hereto, such Opinion of
Counsel shall also state that all laws and requirements with respect to the
form and execution by the Issuers of the supplemental indenture with respect
to the series of Securities have been complied with, each of the Issuers has
corporate power to execute and deliver any such supplemental indenture and
has taken all necessary corporate action for those purposes and any such
supplemental indenture has been executed and delivered and constitutes the
legal, valid and binding obligation of each such Issuer enforceable in
accordance with its terms.

In rendering such opinions, such counsel may qualify any opinions as to
enforceability by stating that such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium and other
similar laws affecting the rights and remedies of creditors and is subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). Such counsel may rely, as
to all matters governed by the laws of jurisdictions other than the State of
Texas and the federal law of the United States, upon opinions of other
counsel (copies of which shall be delivered to the Trustee), who shall be
<PAGE>
counsel reasonably satisfactory to the Trustee, in which case the opinion
shall state that such counsel believes that both such counsel and the Trustee
are entitled so to rely. Such counsel may also state that, insofar as such
opinion involves factual matters, such counsel has relied, to the extent such
counsel deems proper, upon certificates of officers of the Issuers and their
Subsidiaries and certificates of public officials.

The Trustee shall have the right to decline to authenticate and deliver
any Securities of any series under this Section 2.4 if the Trustee, being
advised by counsel, determines that such action may not lawfully be taken by
either Issuer or if the Trustee in good faith by its board of directors or
board of trustees, executive committee or a trust committee of directors or
trustees or Responsible Officers shall determine that such action would
expose the Trustee to personal liability to existing Holders or would
adversely affect the Trustee's own rights, duties or immunities under the
Securities, this Indenture or otherwise.

If the Issuers shall establish pursuant to Section 2.3 that the
Securities of a series are to be issued in the form of one or more Global
Securities, then the Issuers shall execute and the Trustee shall, in
accordance with this Section 2.4 and the Issuer Order with respect to such
series, authenticate and deliver one or more Global Securities that (i) shall
represent and shall be denominated in an amount equal to the aggregate
principal amount of all of the Securities of such series to be issued in the
form of Global Securities and not yet cancelled, (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 instructions, and (iv) shall bear
a legend substantially to the following effect: "Unless and until it is
exchanged in whole or in part for Securities in definitive registered form,
this Security may not be transferred except as a whole by the Depositary to
the nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary."

Each Depositary designated pursuant to Section 2.3 must, at the time of
its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934, as amended, and
any other applicable statute or regulation.

SECTION 2.5 Execution of Securities. The Securities shall be signed on
behalf of each of the Issuers by the chairman of the Board of Directors, the
president, any vice president or the treasurer of such Issuer, under its
corporate seal which may, but need not, be attested by its secretary or one
of its assistant secretaries. Such signatures may be the manual or facsimile
signatures of the present or any future such officers. The seal of either
Issuer may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted or otherwise reproduced on the Securities. Typographical
and other minor errors or defects in any such reproduction of a seal or any
such signature shall not affect the validity or enforceability of any
Security that has been duly authenticated and delivered by the Trustee.

In case any officer of either of the Issuers who shall have signed any
of the Securities shall cease to be such officer before the Security so
signed shall be authenticated and delivered by the Trustee or disposed of by
the Issuers, such Security nevertheless may be authenticated and delivered or
<PAGE>
disposed of as though the person who signed such Security had not ceased to
be such officer of such Issuer; and any Security may be signed on behalf of
such Issuer, by such persons as, at the actual date of the execution of such
Security, shall be the proper officers of such Issuer, although at the date
of the execution and delivery of this Indenture any such person was not such
an officer.

SECTION 2.6 Certificate of Authentication. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one
of its authorized signatories, or its Authenticating Agent, shall be entitled
to the benefits of this Indenture or be valid or obligatory for any purpose.
The execution of such certificate by the Trustee or its Authenticating Agent
upon any Security executed by the Issuers shall be conclusive evidence that
the Security so authenticated has been duly authenticated and delivered
hereunder and that the Holder is entitled to the benefits of this Indenture.
Each reference in this Indenture to authentication by the Trustee includes
authentication by an agent appointed pursuant to Section 6.14.

SECTION 2.7 Denomination and Date of Securities; Payments of Interest.
The Securities of each series shall be issuable in registered form in
denominations established as contemplated by Section 2.3 or, with respect to
the Securities of any series, if not so established, in denominations of
$1,000 and any integral multiple thereof. The Securities of each series
shall be numbered, lettered or otherwise distinguished in such manner or in
accordance with such plan as the officers of each of the Issuers executing
the same may determine with the approval of the Trustee, as evidenced by the
execution and authentication thereof.

Each Security shall be dated the date of its authentication. The
Securities of each series shall bear interest, if any, from the date, and
such interest, if any, shall be payable on the dates, established as
contemplated by Section 2.3.

The Person in whose name any Security of any series is registered at the
close of business on any record date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the
extent the Issuers shall default in the payment of the interest due on such
interest payment date for such series, in which case such defaulted interest
shall be paid to the Persons in whose names Outstanding Securities for such
series are registered (a) at the close of business on a subsequent record
date (which shall be not less than five Business Days prior to the date of
payment of such defaulted interest) established by notice given by mail by or
on behalf of the Issuers to the Holders of Securities not less than 15 days
preceding such subsequent record date or (b) as determined by such other
procedure as is mutually acceptable to the Issuers and the Trustee. The term
"record date" as used with respect to any interest payment date (except a
date for payment of defaulted interest) for the Securities of any series
shall mean the date specified as such in the terms of the Securities of such
series established as contemplated by Section 2.3, or, if no such date is so
established, if such interest payment date is the first day of a calendar
month, the fifteenth day of the next preceding calendar month or, if such
interest payment date is the fifteenth day of a calendar month, the first day
of such calendar month, whether or not such record date is a Business Day.
<PAGE>
SECTION 2.8 Registration, Transfer and Exchange. The Issuers will keep
at each office or agency to be maintained for the purpose as provided in
Section 3.2 for each series of Securities a register or registers in which,
subject to such reasonable regulations as it may prescribe, it will provide
for the registration of Securities of each series and the registration of
transfer of Securities of such series. Each such register shall be in
written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times
such register or registers shall be open for inspection and available for
copying by the Trustee.

Upon due presentation for registration of transfer of any Security of
any series at any such office or agency to be maintained for the purpose as
provided in Section 3.2, the Issuers shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Security or Securities of the same series, maturity date, interest rate, if
any, and original issue date in authorized denominations for a like aggregate
principal amount.

All Securities presented for registration of transfer shall (if so
required by the Issuers or the Trustee) be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Issuers and the Trustee duly executed by, the Holder or
his attorney duly authorized in writing.

At the option of the Holder thereof, Securities of any series (other
than a Global Security, except as set forth below) may be exchanged for a
Security or Securities of such series having authorized denominations and an
equal aggregate principal amount upon surrender of such Securities to be
exchanged at the agency of the Issuers that shall be maintained for such
purpose in accordance with Section 3.2.

The Issuers may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any
registration of transfer of Securities. No service charge shall be made for
any such transaction or for any exchange of Securities of any series as
contemplated by the immediately preceding paragraph.

The Issuers shall not be required to exchange or register a transfer of
(a) any Securities of any series for a period of 15 days next preceding the
first mailing or publication of notice of redemption of Securities of such
series to be redeemed, (b) any Securities selected, called or being called
for redemption, in whole or in part, except, in the case of any Security to
be redeemed in part, the portion thereof not so to be redeemed or (c) any
Security if the Holder thereof has exercised his right, if any, to require
the Issuers to repurchase such Security in whole or in part, except the
portion of such Security not required to be repurchased.

Notwithstanding any other provision of this Section 2.8, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Global Security representing all or a part 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.
<PAGE>
If at any time the Depositary for any Securities of a series represented
by one or more Global Securities notifies the Issuers that it is unwilling or
unable to continue as Depositary for such Securities or if at any time the
Depositary for such Securities shall no longer be eligible under Section 2.4,
the Issuers shall appoint a successor Depositary with respect to such
Securities. If a successor Depositary for such Securities is not appointed
by the Issuers within 90 days after the Issuers receive such notice or become
aware of such ineligibility, the Issuers' election pursuant to Section 2.3
that such Securities be represented by one or more Global Securities shall no
longer be effective and the Issuers shall execute, and the Trustee, upon
receipt of an Issuer Order for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver Securities of such
series in definitive registered form in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such Securities 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 a Global Security or Securities.
In such event, the Issuers shall execute, and the Trustee, upon receipt of an
Issuer Order for the authentication and delivery of definitive Securities of
such series, shall authenticate and deliver, Securities of such series in
definitive registered form in any authorized denominations, in an aggregate
principal amount equal to the principal amount of the Global Security or
Securities representing such Securities, in exchange for such Global Security
or Securities.

If specified by the Issuers pursuant to Section 2.3 with respect to
Securities represented by a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part
for Securities of the same series in definitive registered 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
service charge,

(i) to the Person specified by such Depositary, a new Security or
Securities of the same series, of any authorized denominations 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 such 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 authenticated and delivered pursuant to clause (i) above.

Upon the exchange of a Global Security for Securities in definitive
registered form in authorized denominations, such Global Security shall be
cancelled by the Trustee or an agent of the Trustee. Securities in
definitive registered form issued in exchange for a Global Security pursuant
to this Section 2.8 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 or an agent of the Trustee or the Issuers or an agent of
the Issuers. The Trustee or such agent shall deliver at its office such
<PAGE>
Securities to or as directed by the Persons in whose names such Securities
are so registered.

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

SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
In case any temporary or definitive Security shall become mutilated, defaced
or be destroyed, lost or stolen, the Issuers in their discretion may execute,
and upon the written request of the Issuers, the Trustee shall authenticate
and deliver a new Security of the same series, maturity date, interest rate,
if any, and original issue date, bearing a number or other distinguishing
symbol not contemporaneously outstanding, in exchange and substitution for
the mutilated or defaced Security, or in lieu of and in substitution for the
Security so destroyed, lost or stolen. In every case the applicant for a
substitute Security shall furnish to the Issuers, and to the Trustee and any
agent of the Issuers or the Trustee such security or indemnity as may be
required by the Trustee or the Issuers or any such agent to indemnify and
defend and to save each of the Trustee and the Issuers and any such agent
harmless and, in every case of destruction, loss or theft, evidence to their
satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof and in the case of mutilation or defacement, shall
surrender the Security to the Trustee or such agent.

Upon the issuance of any substitute Security, the Issuers may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee or its agent) connected therewith. In case
any Security which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Issuers may instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the
case of a mutilated or defaced Security), if the applicant for such payment
shall furnish to the Issuers and the Trustee and any agent of the Issuers or
the Trustee such security or indemnity as any of them may require to hold
each of them harmless, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Issuers and the Trustee and any agent of
the Issuers or the Trustee evidence to the Trustee's satisfaction of the
destruction, loss or theft of such Security and of the ownership thereof.

Every substitute Security of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual
obligation of the Issuers, whether or not the destroyed, lost or stolen
Security shall be at any time enforceable by anyone and shall be entitled to
all the benefits of (but shall be subject to all the limitations of rights
set forth in) this Indenture equally and proportionately with any and all
other Securities of such series duly authenticated and delivered hereunder.
All Securities shall be held and owned upon the express condition that, to
the extent permitted by law, the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, defaced, destroyed, lost
or stolen Securities and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the
<PAGE>
contrary with respect to the replacement or payment of negotiable instruments
or other securities without their surrender.

SECTION 2.10 Cancellation of Securities; Disposition Thereof. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or
analogous fund, if surrendered to the Issuers, or any agent of the Issuers or
the Trustee or any agent of the Trustee, shall be delivered to the Trustee or
its agent for cancellation or, if surrendered to the Trustee, shall be
cancelled by it; and no Securities shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee
shall dispose of all cancelled Securities in accordance with its standard
procedures and shall deliver a certificate of such disposition to the
Company. If either of the Issuers or its agent shall acquire any of the
Securities, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the same are delivered to the Trustee or its agent for cancellation.

SECTION 2.11 Temporary Securities. Pending the preparation of
definitive Securities for any series, the Issuers may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable in any authorized denomination, and substantially in the form of the
definitive Securities of such series but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Issuers with the concurrence of the Trustee as evidenced by
the execution and authentication thereof. Temporary Securities may contain
such references to any provisions of this Indenture as may be appropriate.
Every temporary Security shall be executed by the Issuers and be
authenticated by the Trustee upon the same conditions and in substantially
the same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Issuers shall execute and shall furnish definitive
Securities of such series and thereupon temporary Securities of such series
may be surrendered in exchange therefor without charge at each office or
agency to be maintained by the Issuers for that purpose pursuant to Section
3.2 and the Trustee shall authenticate and deliver in exchange for such
temporary Securities of such series an equal aggregate principal amount of
definitive Securities of the same series having authorized denominations.
Until so exchanged, the temporary Securities of any series shall be entitled
to the same benefits under this Indenture as definitive Securities of such
series, unless otherwise established pursuant to Section 2.3.

SECTION 2.12 CUSIP Numbers. The Issuers in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only
on the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such
numbers.
<PAGE>
ARTICLE THREE
COVENANTS OF THE ISSUERS

SECTION 3.1 Payment of Principal and Interest. The Issuers jointly and
severally covenant and agree that they will duly and punctually pay or cause
to be paid the principal of, premium, if any, and interest, if any, on each
of the Securities at the place, at the respective times and in the manner
provided in the Securities.

SECTION 3.2 Offices for Notices and Payments, etc. So long as any of
the Securities are Outstanding, the Issuers will maintain in each Place of
Payment, an office or agency where the Securities may be presented for
payment, an office or agency where the Securities may be presented for
registration of transfer and for exchange as provided in this Indenture, and
an office or agency where notices and demands to or upon the Issuers in
respect of the Securities or of this Indenture may be served. In case the
Issuers shall at any time fail to maintain any such office or agency, or
shall fail to give notice to the Trustee of any change in the location
thereof, presentation may be made and notice and demand may be served in
respect of the Securities or of this Indenture at the Corporate Trust Office.
Each of the Issuers hereby initially designates the Corporate Trust Office
for each such purpose and appoints the Trustee as registrar and paying agent
and as the agent upon whom notices and demands may be served with respect to
the Securities.

SECTION 3.3 No Interest Extension. In order to prevent any
accumulation of claims for interest after maturity thereof, the Issuers will
not directly or indirectly extend or consent to the extension of the time for
the payment of any claim for interest on any of the Securities and will not
directly or indirectly be a party to or approve any such arrangement by the
purchase or funding of said claims or in any other manner; provided, however,
that this Section 3.3 shall not apply in any case where an extension shall be
made pursuant to a plan proposed by the Issuers to the Holders of all
Securities of any series then Outstanding.

SECTION 3.4 Appointments to Fill Vacancies in Trustee's Office. The
Issuers, whenever necessary to avoid or fill a vacancy in the office of the
Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

SECTION 3.5 Provision as to Paying Agent. (a) If the Issuers shall
appoint a paying agent other than the Trustee, they will cause such paying
agent to execute and deliver to the Trustee an instrument in which such
paying agent shall agree with the Trustee, subject to the provisions of this
Section 3.5,

(1) that it will hold all sums held by it as such paying agent for
the payment of the principal of or interest, if any, on the Securities
(whether such sums have been paid to it by the Issuers or by any other
obligor on the Securities) in trust for the benefit of the Holders of
the Securities and the Trustee; and

(2) that it will give the Trustee notice of any failure by the
Issuers (or by any other obligor on the Securities) to make any payment
of the principal of, premium, if any, or interest, if any, on the
Securities when the same shall be due and payable; and
<PAGE>
(3) that it will, at any time during the continuance of any such
failure, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such paying agent.

(b) If the Issuers shall act as their own paying agent, they will, on
or before each due date of the principal of or interest, if any, on the
Securities, set aside, segregate and hold in trust for the benefit of the
Holders of the Securities a sum sufficient to pay such principal, premium, if
any, or interest, if any, so becoming due and will notify the Trustee of any
failure to take such action and of any failure by the Issuers (or by any
other obligor under the Securities) to make any payment of the principal of,
premium, if any, or interest, if any, on the Securities when the same shall
become due and payable.

(c) Anything in this Section 3.5 to the contrary notwithstanding, the
Issuers may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid
to the Trustee all sums held in trust by it, or any paying agent hereunder,
as required by this Section 3.5, such sums to be held by the Trustee upon the
trusts herein contained.

(d) Anything in this Section 3.5 to the contrary notwithstanding, any
agreement of the Trustee or any paying agent to hold sums in trust as
provided in this Section 3.5 is subject to Sections 10.3 and 10.4.

(e) Whenever the Issuers shall have one or more paying agents, they
will, on or before each due date of the principal of or interest, if any, on
any Securities, deposit with a paying agent a sum sufficient to pay the
principal, premium, if any, or interest, if any, so becoming due, such sum to
be held in trust for the benefit of the Persons entitled to such principal,
premium, if any, or interest, if any, and (unless such paying agent is the
Trustee) the Issuers will promptly notify the Trustee of its action or
failure so to act.

SECTION 3.6 Limitation on Liens. So long as any of the Securities are
Outstanding, the Issuers will not, and will not permit any Restricted
Subsidiary to, pledge, mortgage, hypothecate or grant a security interest in,
or permit any mortgage, pledge, security interest or other lien upon, any
property or assets owned by an Issuer or any Restricted Subsidiary to secure
any Indebtedness, without making effective provision whereby the Securities
then Outstanding shall (so long as such other Indebtedness shall be so
secured) be equally and ratably secured with any and all such other
Indebtedness and any other indebtedness similarly entitled to be equally and
ratably secured; provided, however, that this restriction shall not apply to
nor prevent the creation or existence of:

(a) any mortgage, pledge, security interest, lien or encumbrance
upon any property or assets created at the time of the acquisition of
such property or assets by an Issuer or any Restricted Subsidiary or
within one year after such time to secure all or a portion of the
purchase price for such property or assets;

(b) any mortgage, pledge, security interest, lien or encumbrance
upon any property or assets existing thereon at the time of the
acquisition thereof by an Issuer or any Restricted Subsidiary (whether
or not the obligations secured thereby are assumed by an Issuer or any
Subsidiary);
<PAGE>
(c) any mortgage, pledge, security interest, lien or encumbrance
upon any property or assets, whenever acquired, of any corporation or
other entity that becomes a Restricted Subsidiary after the date hereof,
provided that (i) the instrument creating such mortgage, pledge,
security interest, lien or encumbrance shall be in effect prior to the
time such corporation or other entity becomes a Restricted Subsidiary
and (ii) such mortgage, pledge, security interest, lien or encumbrance
shall only apply to properties or assets owned by such corporation or
other entity at the time it becomes a Restricted Subsidiary or
thereafter acquired by it from sources other than an Issuer or another
Restricted Subsidiary;

(d) any mortgage, pledge, security interest, lien or encumbrance
arising from or in connection with a conveyance by an Issuer or a
Restricted Subsidiary of any production payment with respect to oil,
gas, natural gas, carbon dioxide, sulphur, helium, coal, metals,
minerals, steam, timber or other natural resources;

(e) any mortgage, pledge, security interest, lien or encumbrance
with respect to, or other transfer of, crude oil, natural gas or other
petroleum hydrocarbons in place for a period of time until, or in an
amount such that, the transferee will realize therefrom a specified
amount (however determined) of money or of such crude oil, natural gas
or other petroleum hydrocarbons;

(f) any mortgage, pledge, security interest, lien or encumbrance
required by any contract or statute in order to permit TEL or any
Restricted Subsidiary to perform any contract or subcontract made by it
with or at the request of the United States or any State thereof or any
foreign government or any department, agency, organization or
instrumentality thereof, or to secure partial, progress, advance or
other payments to TEL or any Restricted Subsidiary by such governmental
unit pursuant to the provisions of any contract or statute;

(g) any mortgage, pledge, security interest, lien or encumbrance
in favor of an Issuer or any wholly-owned Subsidiary of TEL;

(h) any mortgage, pledge, security interest, lien or encumbrance
created or assumed by an Issuer or a Restricted Subsidiary in connection
with the issuance of debt securities the interest on which is excludable
from gross income of the holder of such security pursuant to the
Internal Revenue Code of 1986, as amended, for the purpose of financing,
in whole or in part, the acquisition or construction of property or
assets to be used by an Issuer or a Subsidiary;

(i) any extension, renewal or refunding of any mortgage, pledge,
security interest, lien or encumbrance permitted by the foregoing
subparagraphs (a) through (h) above on substantially the same property
or assets theretofore subject thereto; or

(j) any mortgage, pledge, security interest, lien or encumbrance
securing any Indebtedness in an amount which, together with all other
Indebtedness secured by a mortgage, pledge, security interest, lien or
encumbrance that is not otherwise permitted by the provisions of this
Section 3.6, does not at the time of the incurrence of the Indebtedness
so secured exceed 20% of Consolidated Net Tangible Assets.
<PAGE>
In case either of the Issuers or any Restricted Subsidiary shall propose
to pledge, mortgage, hypothecate or grant a security interest in any property
or assets owned by such Issuer or any Restricted Subsidiary to secure any
Indebtedness, other than as permitted by subdivisions (a) to (j), inclusive,
of this Section 3.6, such Issuer will prior thereto give written notice
thereof to the Trustee, and such Issuer will, or TEL will cause such
Restricted Subsidiary to, prior to or simultaneously with such pledge,
mortgage, hypothecation or grant of security interest, by supplemental
indenture executed to the Trustee (or to the extent legally necessary to
another trustee or additional or separate trustee), in form satisfactory to
the Trustee, effectively secure (for so long as such other Indebtedness shall
be so secured) all the Securities equally and ratably with such Indebtedness
and with any other indebtedness similarly entitled to be equally and ratably
secured. Such supplemental indenture shall contain the provisions concerning
the possession, control, release and substitution of mortgaged and pledged
property and securities and other appropriate matters which are required by
the Trust Indenture Act of 1939 (as in effect at the date of execution of
such supplemental indenture) to be included in a secured indenture qualified
under the Trust Indenture Act of 1939, and may also contain such additional
and amendatory provisions permitted by the Trust Indenture Act of 1939 as
such Issuer and the Trustee shall deem advisable or appropriate or as the
Trustee shall deem necessary in connection with such pledge, mortgage,
hypothecation or grant of security interest.

For the purpose of this Section 3.6, "security interest" shall include
the interest of the lessor under a lease with a term of three years or more
that should be, in accordance with generally accepted accounting principles,
recorded as a capital lease, and any such lease of property or assets not
acquired from an Issuer or any Restricted Subsidiary in contemplation of such
lease shall be treated as though the lessee had purchased such property or
assets from the lessor.

SECTION 3.7 Condition for Release of TEC. TEC may, by supplemental
indenture, be released from its obligations under this Indenture and the
Securities, without the consent of the holders of the Securities of any
series, if the 12-1/2% Senior Subordinated Discount Notes due 1997 and the 9-
3/4% Senior Subordinated Discount Notes due 2000 issued by TEC are no longer
outstanding or if TEL or any successor to TEL has assumed the obligations of
TEC under such notes.

ARTICLE FOUR
SECURITYHOLDERS LISTS AND REPORTS BY THE
ISSUERS AND THE TRUSTEE

SECTION 4.1 Issuers to Furnish Trustee Information as to Names and
Addresses of Securityholders. The Issuers and any other obligor on the
Securities covenant and agree that they will furnish or cause to be furnished
to the Trustee a list in such form as the Trustee may reasonably require of
the names and addresses of the Holders of the Securities of each series:

(a) semiannually and not more than 15 days after each January 1
and July 1, and

(b) at such other times as the Trustee may request in writing,
within 30 days after receipt by the Issuers of any such request,
<PAGE>
provided that if and so long as the Trustee shall be the registrar for such
series, such list shall not be required to be furnished.

(b) In case three or more Holders of Securities (hereinafter referred
to as "applicants") apply in writing to the Trustee and furnish to the
Trustee reasonable proof that each such applicant has owned a Security for a
period of at least six months preceding the date of such application, and
such application states that the applicants desire to communicate with other
Holders of Securities of a particular series (in which case the applicants
must all hold Securities of such series) or with Holders of all Securities
with respect to their rights under this Indenture or under such Securities
and such application is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee
shall, within five Business Days after the receipt of such application, at
its election, either

(i) afford to such applicants access to the information preserved
at the time by the Trustee in accordance with the provisions of
subsection (a) of this Section 4.2, or

(ii) inform such applicants as to the approximate number of Holders
of Securities of such series or of all Securities, as the case may be,
whose names and addresses appear in the information preserved at the
time by the Trustee, in accordance with the provisions of subsection (a)
of this Section 4.2, and as to the approximate cost of mailing to such
Securityholders the form of proxy or other communication, if any,
specified in such application.

If the Trustee shall elect not to afford to such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Securityholder of such series or all Holders of
Securities, as the case may be, whose name and address appears in the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 4.2 a copy of the form of proxy
or other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material
to be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders
of Securities of such series or of all Securities, as the case may be, or
would be in violation of applicable law. Such written statement shall
specify the basis of such opinion. If the Commission, after opportunity for
a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after
the entry of an order sustaining one or more of such objections, the
Commission shall find, after notice and opportunity for hearing, that all the
<PAGE>
objections so sustained have been met, and shall enter an order so declaring,
the Trustee shall mail copies of such material to all such Securityholders
with reasonable promptness after the entry of such order and the renewal of
such tender; otherwise the Trustee shall be relieved of any obligation or
duty to such applicants respecting their application.

(c) Each and every Holder of Securities, by receiving and holding the
same, agrees with the Issuers and the Trustee that neither the Issuers nor
the Trustee nor any agent of the Issuers or the Trustee shall be held
accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders of Securities in accordance with the
provisions of subsection (b) of this Section 4.2, regardless of the source
from which such information was derived, and that the Trustee shall not be
held accountable by reason of mailing any material pursuant to a request made
under such subsection (b).

SECTION 4.3 Reports by the Issuers. Each of the Issuers covenants:

(a) to file with the Trustee, within 15 days after such Issuer is
required to file the same with the Commission, 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 Commission may from time to time by
rules and regulations prescribe), if any, which such Issuer may be required
to file with the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act; or, if TEL is not required to file information, documents or
reports pursuant to either of such Sections, then to file with the Trustee
and the Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section
13 of the Exchange Act, in respect of a debt security listed and registered
on a national securities exchange as may be prescribed from time to time in
such rules and regulations;

(b) to file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by
such Issuer with the conditions and covenants provided for in this Indenture
as may be required from time to time by such rules and regulations;

(c) to transmit by mail to the Holders of Securities within 30 days
after the filing thereof with the Trustee, in the manner and to the extent
provided in Section 4.4(c), such summaries of any information, documents and
reports required to be filed by such Issuer pursuant to subsections (a) and
(b) of this Section 4.3 as may be required to be transmitted to such Holders
by rules and regulations prescribed from time to time by the Commission; and

(d) to furnish to the Trustee, not less than annually, a brief
certificate from the principal executive officer, principal financial officer
or principal accounting officer of such Issuer as to his knowledge of such
Issuer's compliance with all conditions and covenants under this Indenture.
For purposes of this subsection (d), such compliance shall be determined
without regard to any period of grace or requirement of notice provided under
this Indenture.

SECTION 4.4 Reports by the Trustee. (a) The Trustee shall transmit to
Holders such reports concerning the Trustee and its actions under this
Indenture as may be required pursuant to the Trust Indenture Act of 1939 at
<PAGE>
the times and in the manner provided pursuant thereto. To the extent that
any such report is required by the Trust Indenture Act of 1939 with respect
to any 12 month period, such report shall cover the 12 month period ending
July 15 and shall be transmitted by the next succeeding September 15.

(b) A copy of each such report shall, at the time of such transmission
to Securityholders, be furnished to the Issuers and be filed by the Trustee
with each stock exchange upon which the Securities of any applicable series
are listed and also with the Commission. The Issuers agree to promptly
notify the Trustee with respect to any series when and as the Securities of
such series become admitted to trading on any national securities exchange.

ARTICLE FIVE
REMEDIES OF THE TRUSTEE AND SECURITY HOLDERS
ON EVENT OF DEFAULT

SECTION 5.1 Events of Default. "Event of Default", wherever used
herein with respect to Securities of any series, means any one or more of the
following events (whatever the reason for such Event of Default), unless it
is either inapplicable to a particular series or it is specifically deleted
or modified in or pursuant to the Board Resolutions or supplemental indenture
establishing such series of Securities or in the form of Security, for such
series:

(a) default in the payment of the principal of or premium, if any,
of the Securities of such series as and when the same shall become due
and payable either at maturity, upon redemption, by declaration or
otherwise; or

(b) default in the payment of any installment of interest upon any
of the Securities of such series as and when the same shall become due
and payable, and continuance of such default for a period of 30 days; or

(c) default in the payment or satisfaction of any sinking fund or
other purchase obligation with respect to Securities of such series, as
and when such obligation shall become due and payable; or

(d) failure on the part of either of the Issuers duly to observe
or perform any other of the covenants or agreements on the part of such
Issuer in the Securities of such series or in this Indenture continued
for a period of 90 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given by
certified or registered mail to both of the Issuers by the Trustee, or
to both of the Issuers, and the Trustee by the Holders of at least 25%
in aggregate principal amount of the Securities of such series then
Outstanding; or

(e) without the consent of such Issuer a court having jurisdiction
shall enter an order for relief, in the case of TEC, under the
Bankruptcy Code, or, in the case of TEL, any applicable bankruptcy,
insolvency or other similar law of the Cayman Islands, or without the
consent of such Issuer a court having jurisdiction shall enter a
judgment, order or decree adjudging such Issuer a bankrupt or insolvent,
or enter an order for relief for reorganization, arrangement, adjustment
or composition of or in respect of TEC under the Bankruptcy Code or
<PAGE>
applicable state insolvency law, or, in the case of TEL, any applicable
bankruptcy, insolvency or other similar law of the Cayman Islands, and
the continuance of any such judgment, order or decree is unstayed and in
effect for a period of 90 consecutive days; or

(f) either of the Issuers shall institute proceedings for entry of
an order for relief with respect to such Issuer under, in the case of
TEC, the Bankruptcy Code, or, in the case of TEL, any applicable
bankruptcy, insolvency or other similar law of the Cayman Islands, or
for an adjudication of insolvency, or shall consent to the institution
of bankruptcy or insolvency proceedings against it, or shall file a
petition seeking, or seek or consent to reorganization, arrangement,
composition or relief under, in the case of TEC, the Bankruptcy Code or
any applicable state law, or, in the case of TEL, any applicable
bankruptcy, insolvency or other similar law of the Cayman Islands, or
shall consent to the filing of such petition or to the appointment of a
receiver, custodian, liquidator, assignee, trustee, sequestrator or
similar official of either Issuer or of substantially all of its
property, or either Issuer shall make a general assignment for the
benefit of creditors as recognized under, in the case of TEC, the
Bankruptcy Code, or, in the case of TEL, any applicable bankruptcy,
insolvency or other similar law of the Cayman Islands; or

(g) default under any bond, debenture, note or other evidence of
Indebtedness for money borrowed by either of the Issuers 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 either of the Issuers, whether such Indebtedness exists on
the date hereof or shall hereafter be created, which default shall have
resulted in such Indebtedness becoming or being declared due and payable
prior to the date on which it would otherwise have become due and
payable, or any default in payment of such Indebtedness (after the
expiration of any applicable grace periods and the presentation of any
debt instruments, if required), if the aggregate amount of all such
Indebtedness that has been so accelerated and with respect to which
there has been such a default in payment shall exceed $20,000,000,
without each such default and acceleration having been rescinded or
annulled within a period of 20 days after there shall have been given by
certified or registered mail to both of the Issuers by the Trustee, or
to both of the Issuers and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Securities of such series then
Outstanding, a written notice specifying each such default and requiring
the Issuers to cause each such default and acceleration to be rescinded
or annulled and stating that such notice is a "Notice of Default"
hereunder; or

(h) any other Event of Default provided with respect to the
Securities of such series.

If an Event of Default with respect to Securities of any series then
Outstanding occurs and is continuing, then and in each and every such case,
unless the principal of all of the Securities of such series shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Securities of such series then
Outstanding, by notice in writing to both of the Issuers (and to both of the
Issuers and the Trustee if given by Securityholders), may declare the
principal (or, if the Securities of such series are Original Issue Discount
<PAGE>
Securities, such portion of the principal amount as may be specified in the
terms of such series) of all the Securities of such series and the interest,
if any, accrued thereon to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable,
notwithstanding anything to the contrary contained in this Indenture or in
the Securities of such series. This provision, however, is subject to the
condition that, if at any time after the unpaid principal amount (or such
specified amount) of the Securities of such series shall have been so
declared due and payable and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided,
the Issuers shall pay or shall deposit with the Trustee a sum sufficient to
pay all matured installments of interest, if any, upon all of the Securities
of such series and the principal of any and all Securities of such series
which shall have become due otherwise than by acceleration (with interest on
overdue installments of interest, if any, to the extent that payment of such
interest is enforceable under applicable law and on such principal at the
rate borne by the Securities of such series to the date of such payment or
deposit) and the reasonable compensation, disbursements, expenses and
advances of the Trustee and all other amounts due the Trustee under Section
6.6, and any and all defaults under this Indenture, other than the nonpayment
of such portion of the principal amount of and accrued interest, if any, on
Securities of such series which shall have become due by acceleration, shall
have been cured or shall have been waived in accordance with Section 5.7 or
provision deemed by the Trustee to be adequate shall have been made therefor,
then and in every such case the Holders of a majority in aggregate principal
amount of the Securities of such series then Outstanding, by written notice
to both of the Issuers, and to the Trustee, may rescind and annul such
declaration and its consequences; but no such rescission and annulment shall
extend to or shall affect any subsequent default, or shall impair any right
consequent thereon. If any Event of Default specified in Section 5.1(e) or
5.1(f) occurs with respect to either of the Issuers, all unpaid principal
amount (or, if the Securities of any series then Outstanding are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of each such series) and accrued interest on all
Securities of each series then Outstanding shall ipso facto become and be
immediately due and payable without any declaration or other act by the
Trustee or any Securityholder.

If the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission or annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Issuers, the Trustee and the Securityholders shall be restored respectively
to their several positions and rights hereunder, and all rights, remedies and
powers of the Issuers, the Trustee and the Securityholders shall continue as
though no such proceeding had been taken.

Except with respect to an Event of Default pursuant to Section 5.1 (a),
(b) or (c), the Trustee shall not be charged with knowledge of any Event of
Default unless written notice thereof shall have been given to a Responsible
Officer by an Issuer, a paying agent or any Securityholder.

SECTION 5.2 Payment of Securities on Default; Suit Therefor. The
Issuers covenant that (a) if default shall be made in the payment of any
installment of interest upon any of the Securities of any series then
Outstanding as and when the same shall become due and payable, and such
default shall have continued for a period of 60 days, or (b) if default shall
<PAGE>
be made in the payment of the principal of any of the Securities of such
series as and when the same shall have become due and payable, whether at
maturity of the Securities of such series or upon redemption or by
declaration or otherwise, then, upon demand of the Trustee, the Issuers will
pay to the Trustee, for the benefit of the Holders of the Securities, the
whole amount that then shall have become due and payable on all such
Securities of such series for principal or interest, if any, or both, as the
case may be, with interest upon the overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) upon the
overdue installments of interest, if any, at the rate borne by the Securities
of such series; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including a
reasonable compensation to the Trustee, its agents, attorneys and counsel,
and any expenses or liabilities incurred by the Trustee hereunder other than
through its negligence or bad faith.

If the Issuers shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any actions or proceedings at
law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against either or both of the
Issuers or any other obligor on the Securities of such series and collect in
the manner provided by law out of the property of either or both of the
Issuers, or any other obligor on the Securities of such series, wherever
situated, the moneys adjudged or decreed to be payable.

If there shall be pending proceedings for the bankruptcy or for the
reorganization of either of the Issuers or any other obligor on the
Securities of any series then Outstanding under any bankruptcy, insolvency or
other similar law now or hereafter in effect, or if a receiver or trustee or
similar official shall have been appointed for the property of either of the
Issuers or such other obligor, or in the case of any other similar judicial
proceedings relative to either of the Issuers or other obligor upon the
Securities of such series, or to the creditors or property of either the
Issuers or such other obligor, the Trustee, irrespective of whether the
principal of the Securities of such series shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand pursuant to the provisions of this
Section 5.2, shall be entitled and empowered by intervention in such
proceedings or otherwise to file and prove a claim or claims for the whole
amount of principal and interest, if any, owing and unpaid in respect of the
Securities of such series, and, in case of any judicial proceedings, to file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and of the
Securityholders allowed in such judicial proceedings relative to such Issuer,
or any other obligor on the Securities of such series, its or their
creditors, or its or their property, and to collect and receive any moneys or
other property payable or deliverable on any such claims, and to distribute
the same after the deduction of its charges and expenses, and any receiver,
assignee or trustee or similar official in bankruptcy or reorganization is
hereby authorized by each of the Securityholders to make such payments to the
Trustee, and, if the Trustee shall consent to the making of such payments
directly to the Securityholders, to pay to the Trustee any amount due it for
compensation and expenses or otherwise pursuant to Section 6.6, including
counsel fees and expenses incurred by it up to the date of such distribution.
To the extent that such payment of reasonable compensation, expenses and
<PAGE>
counsel fees and expenses out of the estate in any such proceedings shall be
denied for any reason, payment of the same shall be secured by a lien on, and
shall be paid out of, any and all distributions, dividends, moneys,
securities and other property which the Holders of the Securities of such
series may be entitled to receive in such proceedings, whether in liquidation
or under any plan of reorganization or arrangement or otherwise.

All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities, or the production thereof at any trial
or other proceeding relative thereto, and any such suit or proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall be for the ratable benefit
of the Holders of the Securities of the series in respect of which such
judgment has been recovered.

SECTION 5.3 Application of Moneys Collected by Trustee. Any moneys
collected by the Trustee pursuant to Section 5.2 with respect to Securities
of any series then Outstanding shall be applied in the order following, at
the date or dates fixed by the Trustee for the distribution of such moneys,
upon presentation of the several Securities of such series, and stamping
thereon the payment, if only partially paid, and upon surrender thereof, if
fully paid:

FIRST: To the payment of costs and expenses of collection and
reasonable compensation to the Trustee, its agents, attorneys and
counsel, and of all other expenses and liabilities incurred, and all
advances made, by the Trustee pursuant to Section 6.6 except as a result
of its negligence or bad faith;

SECOND: If the principal of the Outstanding Securities of such
series shall not have become due and be unpaid, to the payment of
interest, if any, on the Securities of such series, in the order of the
maturity of the installments of such interest, if any, with interest (to
the extent that such interest has been collected by the Trustee) upon
the overdue installments of interest, if any, at the rate borne by the
Securities of such series, such payment to be made ratably to the
Persons entitled thereto;

THIRD: If the principal of the Outstanding Securities of such
series shall have become due, by declaration or otherwise, to the
payment of the whole amount then owing and unpaid upon the Securities of
such series for principal and interest, if any, with interest on the
overdue principal and (to the extent that such interest has been
collected by the Trustee) upon overdue installments of interest, if any,
at the rate borne by the Securities of such series; and in case such
moneys shall be insufficient to pay in full the whole amounts so due and
unpaid upon the Securities of such series, then to the payment of such
principal and interest, if any, without preference or priority of
principal over interest or of interest over principal, or of any
installment of interest over any other installment of interest, or of
any Security over any other Security, ratably to the aggregate of such
principal and accrued and unpaid interest; and

FOURTH: To the payment of any surplus then remaining to the
Issuers, their respective successors or assigns, or to whomsoever may be
lawfully entitled to receive the same.
<PAGE>
No claim for interest which in any manner at or after maturity shall
have been transferred or pledged separate or apart from the Securities to
which it relates, or which in any manner shall have been kept alive after
maturity by an extension (otherwise than pursuant to an extension made
pursuant to a plan proposed by the Issuers to the Holders of all Securities
of any series then Outstanding), purchase, funding or otherwise by or on
behalf or with the consent or approval of the Issuers shall be entitled, in
case of a default hereunder, to any benefit of this Indenture, except after
prior payment in full of the principal of all Securities of any series then
Outstanding and of all claims for interest not so transferred, pledged, kept
alive, extended, purchased or funded.

SECTION 5.4 Proceedings by Securityholders. No Holder of any
Securities of any series then Outstanding shall have any right by virtue of
or by availing of any provision of this Indenture to institute any suit,
action or proceeding in equity or at law upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee or similar
official, or for any other remedy hereunder, unless such Holder previously
shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless the Holders of not
less than 25% in aggregate principal amount of the Securities of such series
then Outstanding shall have made written request to the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder and
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute
any such action, suit or proceeding, it being understood and intended, and
being expressly covenanted by the Holder of every Security of such series
with every other Holder and the Trustee, that no one or more Holders of
Securities of such series shall have any right in any manner whatever by
virtue of or by availing of any provision of this Indenture or of the
Securities to affect, disturb or prejudice the rights of any other Holder of
such Securities of such series, or to obtain or seek to obtain priority over
or preference as to any other such Holder, or to enforce any right under this
Indenture or the Securities, except in the manner herein provided and for the
equal, ratable and common benefit of all Holders of Securities of such
series.

Notwithstanding any other provisions in this Indenture, however, the
right of any Holder of any Security to receive payment of the principal of,
premium, if any, and interest, if any, on such Security, on or after the
respective due dates expressed in such Security, or to institute suit for the
enforcement of any such payment on or after such respective dates shall not
be impaired or affected without the consent of such Holder.

SECTION 5.5 Proceedings by Trustee. In case of an Event of Default
hereunder, the Trustee may in its discretion proceed to protect and enforce
the rights vested in it by this Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce
any of such rights, either by suit in equity or by action at law or by
proceedings in bankruptcy or otherwise, whether for the specific enforcement
of any covenant or agreement contained in this Indenture or in aid of the
exercise of any power granted in this Indenture, or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.
<PAGE>
SECTION 5.6 Remedies Cumulative and Continuing. All powers and
remedies given by this Article Five to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive
of any thereof or of any other powers and remedies available to the Trustee
or the Securityholders, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Securityholder
to exercise any right or power accruing upon any default occurring and
continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such default or an acquiescence therein; and,
subject to the provisions of Section 5.4, every power and remedy given by
this Article Five or by law to the Trustee or to the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by
the Trustee or by the Securityholders.

SECTION 5.7 Direction of Proceedings; Waiver of Defaults by Majority of
Securityholders. The Holders of a majority in aggregate principal amount of
the Securities of any series then Outstanding shall have the right to 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 the
Trustee with respect to Securities of such series; provided, however, that
(subject to the provisions of Section 6.1) the Trustee shall have the right
to decline to follow any such direction if the Trustee shall determine upon
advice of counsel that the action or proceeding so directed may not lawfully
be taken or if the Trustee in good faith by its board of directors, its
executive committee, or a trust committee of directors or Responsible
Officers or both shall determine that the action or proceeding so directed
would involve the Trustee in personal liability. The Holders of a majority
in aggregate principal amount of the Securities of any series then
Outstanding may on behalf of the Holders of all of the Securities of such
series waive any past default or Event of Default hereunder and its
consequences except a default in the payment of interest, if any, on, or the
principal of, the Securities of such series. Upon any such waiver the
Issuers, the Trustee and the Holders of the Securities of such series shall
be restored to their former positions and rights hereunder, respectively; but
no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon. Whenever any default or
Event of Default hereunder shall have been waived as permitted by this
Section 5.7, said default or Event of Default shall for all purposes of the
Securities and this Indenture be deemed to have been cured and to be not
continuing.

SECTION 5.8 Notice of Defaults. The Trustee shall, within 90 days
after the occurrence of a default, with respect to Securities of any series
then Outstanding, mail to all Holders of Securities of such series, as the
names and the addresses of such Holders appear upon the Securities register,
notice of all defaults known to the Trustee with respect to such series,
unless such defaults shall have been cured before the giving of such notice
(the term "defaults" for the purpose of this Section 5.8 being hereby defined
to be the events specified in clauses (a), (b), (c), (d), (e), (f), (g) and
(h) of Section 5.1, not including periods of grace, if any, provided for
therein and irrespective of the giving of the written notice specified in
said clause (d) or (g) but in the case of any default of the character
specified in said clause (d) or (g) no such notice to Securityholders shall
be given until at least 60 days after the giving of written notice thereof to
the Issuers pursuant to said clause (d) or (g), as the case may be);
provided, however, that, except in the case of default in the payment of the
<PAGE>
principal of or interest, if any, on any of the Securities, or in the payment
or satisfaction of any sinking fund or other purchase obligation, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of directors or
Responsible Officers or both of the Trustee in good faith determines that the
withholding of such notice is in the best interests of the Securityholders.

SECTION 5.9 Undertaking to Pay Costs. All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, 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, the filing by any party litigant in such suit of an undertaking to
pay the cost of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees and expenses, against
any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.9 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate more than 10% in principal amount
of the Securities of any series then Outstanding, or to any suit instituted
by any Securityholders for the enforcement of the payment of the principal of
or interest, if any, on any Security against the Issuers on or after the due
date expressed in such Security.

ARTICLE SIX
CONCERNING THE TRUSTEE

SECTION 6.1 Duties and Responsibilities of the Trustee; During Default;
Prior to Default. With respect to the Holders of any series of Securities
issued hereunder, the Trustee, prior to the occurrence of an Event of Default
with respect to the Securities of a particular series and after the curing or
waiving of all Events of Default which may have occurred with respect to such
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a series has occurred (which has not been cured
or waived) the Trustee shall exercise with respect to such series of
Securities 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.

No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act
or its own wilful misconduct, except that:

(a) prior to the occurrence of an Event of Default with respect to
the Securities of any series and after the curing or waiving of all such
Events of Default with respect to such series which may have occurred:

(i) the duties and obligations of the Trustee with respect to
the Securities of any series shall be determined solely by the
express provisions of this Indenture, and the Trustee shall not be
liable except for the performance of such duties and obligations as
are specifically set forth in this Indenture, and no implied
<PAGE>
covenants or obligations shall be read into this Indenture against
the Trustee; and

(ii) in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein,
upon any statements, certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but
in the case of any such statements, certificates or opinions which
by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the
same to determine whether or not they conform to the requirements
of this Indenture;

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

(c) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders pursuant to Section 5.7 relating to the time,
method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture.

None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any
of its rights or powers, if there shall be reasonable ground for believing
that the repayment of such funds or adequate indemnity against such liability
is not reasonably assured to it.

SECTION 6.2 Certain Rights of the Trustee. Subject to Section 6.1:

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

(b) any request, direction, order or demand of the Issuers mentioned
herein shall be sufficiently evidenced by an Officers' Certificate or Issuer
Order (unless other evidence in respect thereof be herein specifically
prescribed); and any resolution of the Board of Directors of an Issuer may be
evidenced to the Trustee by a Board Resolution;

(c) the Trustee may consult with counsel of its selection and any
advice of such counsel promptly confirmed in writing shall be full and
complete authorization and protection in respect of any action taken,
suffered or omitted to be taken by it hereunder in good faith and in reliance
thereon in accordance with such advice or Opinion of Counsel;

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

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

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

(h) the Trustee shall not be charged with knowledge of any default or
Event of Default with respect to a series of Securities unless either (i) a
Responsible Officer of the Trustee assigned to the Corporate Trust Office of
the Trustee (or any successor division or department of the Trustee) shall
have actual knowledge of such default or Event of Default or (ii) written
notice of such default or Event of Default shall have been given to the
Trustee by either of the Issuers or any other obligor on such series of
Securities or by any Holder of Securities of such series; and

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

SECTION 6.3 Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein
and in the Securities, except the Trustee's certificates of authentication,
shall be taken as the statements of the Issuers, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture, of the
Securities or of any prospectus used to sell the Securities. The Trustee
shall not be accountable for the use or application by the Issuers of any of
the Securities or of the proceeds thereof.

SECTION 6.4 Trustee and Agents May Hold Securities; Collections, etc.
The Trustee or any agent of the Issuers or the Trustee, in its individual or
<PAGE>
any other capacity, may become the owner or pledgee of Securities with the
same rights it would have if it were not the Trustee or such agent and,
subject to Sections 6.8 and 6.13, may otherwise deal with each Issuer and
receive, collect, hold and retain collections from each Issuer with the same
rights it would have if it were not the Trustee or such agent.

SECTION 6.5 Moneys Held by Trustee. Subject to the provisions of
Section 10.4 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the
extent required by mandatory provisions of law. Neither the Trustee nor any
agent of the Issuers or the Trustee shall be under any liability for interest
on any moneys received by it hereunder.

SECTION 6.6 Compensation and Indemnification of Trustee and Its Prior
Claim. The Issuers jointly and severally covenant and agree to pay to the
Trustee from time to time, and the Trustee shall be entitled to, such
compensation as shall be agreed to in writing between the Issuers and the
Trustee (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) and the Issuers jointly and
severally covenant and agree to pay or reimburse the Trustee and each
predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of it in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and
of all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad
faith. The Issuers also jointly and severally covenant to indemnify the
Trustee and each predecessor Trustee for, and to hold it harmless against,
any and all loss, liability, damage, claim or expense, including taxes (other
than taxes based on the income of the Trustee), incurred without negligence
or bad faith on its part, arising out of or in connection with the acceptance
or administration of this Indenture or the trusts hereunder and its duties
hereunder, including the costs and expenses of defending itself against or
investigating any claim or liability in the premises. The obligations of the
Issuers under this Section 6.6 to compensate and indemnify the Trustee and
each predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture or the resignation or removal of the Trustee.
Such additional indebtedness shall be a senior claim to that of the
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the Holders of particular
Securities, and the Securities are hereby subordinated to such senior claim.
When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.1 or in connection with Article Five
hereof, the expenses (including the reasonable fees and expenses of its
counsel) and the compensation for the service in connection therewith are
intended to constitute expenses of administration under any bankruptcy law.
The provisions of this Section 6.6 shall survive the resignation or removal
of the Trustee and the termination of this Indenture.

SECTION 6.7 Right of Trustee to Rely on Officers' Certificate, etc.
Subject to Sections 6.1 and 6.2, whenever in the administration of the trusts
of this Indenture the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking or suffering or omitting any
action hereunder, such matter (unless other evidence in respect thereof be
<PAGE>
herein specifically prescribed) may, in the absence of negligence or bad
faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers' Certificate delivered to the Trustee, and such
certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered
or omitted by it under the provisions of this Indenture upon the faith
thereof.

SECTION 6.8 Qualification of Trustee; Conflicting Interests. This
Indenture shall always have a Trustee who satisfies the requirements of
Section 310(a)(1) of the Trust Indenture Act of 1939. The Trustee shall have
a combined capital and surplus of at least $25,000,000 as set forth in its
most recent published annual report of condition. The Trustee shall comply
with Section 310(b) of the Trust Indenture Act of 1939 regarding
disqualification of a trustee upon acquiring a conflicting interest.

SECTION 6.9 Persons Eligible for Appointment as Trustee; Different
Trustees for Different Series. The Trustee for each series of Securities
hereunder shall at all times be a corporation organized and doing business
under the laws of the United States of America or of any state or the
District of Columbia having a combined capital and surplus of at least
$25,000,000, and which is authorized under such laws to exercise corporate
trust powers and is subject to supervision or examination by federal, state
or District of Columbia authority, or a corporation or other Person permitted
to act as trustee by the Commission. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published. No obligor upon the Securities or any Affiliate
of such obligor shall serve as trustee upon the Securities. In case at any
time the Trustee shall cease to be eligible in accordance with the provisions
of this Section 6.9, the Trustee shall resign immediately in the manner and
with the effect specified in Section 6.10.

A different Trustee may be appointed by the Issuers for each series of
Securities prior to the issuance of such Securities. If the initial Trustee
for any series of Securities is to be a trustee other than The Chase
Manhattan Bank, the Issuers and such Trustee shall, prior to the issuance of
such Securities, execute and deliver an indenture supplemental hereto, which
shall provide for the appointment of such Trustee as Trustee for the
Securities of such series and 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.

SECTION 6.10 Resignation and Removal; Appointment of Successor Trustee.
(a) The Trustee, or any trustee or trustees hereafter appointed, may at any
time resign with respect to one or more or all series of Securities by giving
written notice of resignation to the Issuers. Upon receiving such notice of
resignation, the Issuers shall promptly appoint a successor trustee or
trustees with respect to the applicable series by written instrument in
duplicate, executed by authority of the Board of Directors of each Issuer,
one copy of which instrument shall be delivered to the resigning trustee and
<PAGE>
one copy to the successor trustee or trustees. If no successor trustee shall
have been so appointed with respect to any series and have accepted
appointment within 30 days after the mailing of such notice of resignation,
the resigning trustee may petition any court of competent jurisdiction for
the appointment of a successor trustee, or any Securityholder who has been a
bona fide Holder of a Security or Securities of the applicable series for at
least six months may, subject to the provisions of Section 5.9, on behalf of
himself and all others similarly situated, petition any such court for the
appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

(b) In case at any time any of the following shall occur:

(i) the Trustee shall fail to comply with the provisions of
Section 6.8 with respect to any series of Securities after written
request therefor by the Issuers or by any Securityholder who has been a
bona fide Holder of a Security or Securities of such series for at least
six months; or

(ii) the Trustee shall cease to be eligible in accordance with the
provisions of Section 6.9 and shall fail to resign after written request
therefor by the Issuers or by any such Securityholder; or

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

then, in any such case, the Issuers may remove the Trustee with respect to
the applicable series of Securities and appoint a successor trustee for such
series by written instrument, in duplicate, executed by order of the Board of
Directors of each Issuer, one copy of which instrument shall be delivered to
the Trustee so removed and one copy to the successor trustee, or, subject to
the provisions of Article Five any Securityholder who has been a bona fide
Holder of a Security or Securities of such series for at least six months may
on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of
a successor trustee with respect to such series. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor trustee.

(c) The Holders of a majority in aggregate principal amount of the
Securities of each series then Outstanding may at any time remove the Trustee
with respect to Securities of such series and appoint a successor trustee
with respect to the Securities of such series by delivering to the Trustee so
removed, to the successor trustee so appointed and to the Issuers the
evidence provided for in Section 7.1 of the action in that regard taken by
the Securityholders. If no successor trustee shall have been so appointed
with respect to any series and have accepted appointment within 30 days after
the delivery of such evidence of removal, the Trustee may petition any court
of competent jurisdiction for the appointment of a successor trustee, or any
Securityholder who has been a bona fide Holder of a Security or Securities of
the applicable series for at least six months may, subject to the provisions
of Section 5.9, on behalf of himself and all others similarly situated,
<PAGE>
petition any such court for the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

(d) Any resignation or removal of the Trustee with respect to any
series and any appointment of a successor trustee with respect to such series
pursuant to any of the provisions of this Section 6.10 shall become effective
upon acceptance of appointment by the successor trustee as provided in
Section 6.11.

SECTION 6.11 Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuers and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and
obligations with respect to such series of its predecessor hereunder, with
like effect as if originally named as trustee for such series hereunder; but,
nevertheless, on the written request of the Issuers, or of the successor
trustee, upon payment of its charges then unpaid, the trustee ceasing to act
shall, subject to Section 10.4, pay over to the successor trustee all moneys
at the time held by it hereunder and shall execute and deliver an instrument
transferring to such successor trustee all such rights, powers, duties and
obligations. Upon request of any such successor trustee, the Issuers shall
execute any and all instruments in writing for more fully and certainly
vesting in and confirming to such successor trustee all such rights and
powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim
upon all property or funds held or collected by such trustee to secure any
amounts then due it pursuant to the provisions of Section 6.6.

If a successor trustee is appointed with respect to the Securities of
one or more (but not all) series, the Issuers, the predecessor Trustee and
each successor trustee with respect to the Securities of any applicable
series shall execute and deliver an indenture supplemental hereto which shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the predecessor Trustee
with respect to the Securities of any series as to which the predecessor
Trustee is not retiring shall continue to be vested in the predecessor
Trustee, and 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 under separate indentures.

No successor trustee with respect to any series of Securities shall
accept appointment as provided in this Section 6.11 unless at the time of
such acceptance such successor trustee shall be qualified under the
provisions of Section 6.8 and eligible under the provisions of Section 6.9.

Upon acceptance of appointment by any successor trustee as provided in
this Section 6.11, the Issuers shall give notice thereof to the Holders of
Securities of each series affected, by mailing such notice to such Holders at
their addresses as they shall appear on the registry books. If the Issuers
fail to give such notice within ten days after acceptance of appointment by
<PAGE>
the successor trustee, the successor trustee shall cause such notice to be
given at the expense of the Issuers.

SECTION 6.12 Merger, Conversion, Consolidation or Succession to
Business of Trustee. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided that such corporation shall be qualified under
the provisions of Section 6.8 and eligible under the provisions of Section
6.9, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding.

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

SECTION 6.13 Preferential Collection of Claims Against the Issuers.
The Trustee shall comply with Section 311(a) of the Trust Indenture Act of
1939, excluding any creditor relationship listed in Section 311(b) of the
Trust Indenture Act of 1939. A Trustee who has resigned or been removed
shall be subject to Section 311(a) of the Trust Indenture Act of 1939 to the
extent indicated therein.

SECTION 6.14 Appointment of Authenticating Agent. As long as any
Securities of a series remain Outstanding, the Trustee may, by an instrument
in writing, appoint with the approval of the Issuers an authenticating agent
(the "Authenticating Agent") which shall be authorized to act on behalf of
the Trustee to authenticate Securities, including Securities issued upon
exchange, registration of transfer, partial redemption or pursuant to Section
2.9. Securities of each such series authenticated by such Authenticating
Agent shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee. Whenever
reference is made in this Indenture to the authentication and delivery of
Securities of any series by the Trustee or to the Trustee's Certificate of
Authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent for such series
and a Certificate of Authentication executed on behalf of the Trustee by such
Authenticating Agent. Such Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United States
of America or of any state or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and
surplus of at least $25,000,000 (determined as provided in Section 6.9 with
<PAGE>
respect to the Trustee) and subject to supervision or examination by federal
or state authority.

Any corporation into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating
Agent shall be a party, or any corporation succeeding to the corporate agency
business of any Authenticating Agent, shall continue to be the Authenticating
Agent with respect to all series of Securities for which it served as
Authenticating Agent without the execution or filing of any paper or any
further act on the part of the Trustee or such Authenticating Agent. Any
Authenticating Agent may at any time, and if it shall cease to be eligible
shall, resign by giving written notice of resignation to the Trustee and to
the Issuers. The Trustee may at any time terminate the agency of an
Authenticating Agent by giving written notice thereof to such Authenticating
Agent and to the Issuers.

Upon receiving such a notice of resignation or upon such a termination,
or in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.14 with respect to one or
more series of Securities, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Issuers and the Issuers shall provide
notice of such appointment to all Holders of Securities of such series in the
manner and to the extent provided in Section 11.4. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall
become vested with all rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as
Authenticating Agent. The Issuers agree to pay to the Authenticating Agent
for such series from time to time reasonable compensation. The
Authenticating Agent for the Securities of any series shall have no
responsibility or liability for any action taken by it as such at the
direction of the Trustee.

Sections 6.2, 6.3, 6.4 and 7.3 shall be applicable to any Authenticating
Agent.

ARTICLE SEVEN
CONCERNING THE SECURITYHOLDERS

SECTION 7.1 Evidence of Action Taken by Securityholders. Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series may be embodied
in and evidenced by one or more instruments of substantially similar tenor
signed by such specified percentage of Securityholders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee. Proof of execution of any
instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Sections 6.1 and 6.2)
conclusive in favor of the Trustee and the Issuers, if made in the manner
provided in this Article Seven.

SECTION 7.2 Proof of Execution of Instruments and of Holding of
Securities. Subject to Sections 6.1 and 6.2, the execution of any instrument
<PAGE>
by a Securityholder or his agent or proxy may be proved in the following
manner:

(a) The fact and date of the execution by any Holder of any
instrument may be proved by the certificate of any notary public or
other officer of any jurisdiction authorized to take acknowledgments of
deeds or administer oaths that the person executing such instruments
acknowledged to him the execution thereof, or by an affidavit of a
witness to such execution sworn to before any such notary or other such
officer. Where such execution is by or on behalf of any legal entity
other than an individual, such certificate or affidavit shall also
constitute sufficient proof of the authority of the person executing the
same.

(b) The ownership of Securities shall be proved by the Security
register or by a certificate of the Security registrar.

SECTION 7.3 Holders to be Treated as Owners. The Issuers, the Trustee
and any agent of the Issuers or the Trustee may deem and treat the Person in
whose name any Security shall be registered upon the Security register for
such series as the absolute owner of such Security (whether or not such
Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on account
of the principal of and, subject to the provisions of this Indenture,
interest, if any, on such Security and for all other purposes; and neither
the Issuers nor the Trustee nor any agent of the Issuers or the Trustee shall
be affected by any notice to the contrary.

SECTION 7.4 Securities Owned by Issuers Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount
of Outstanding Securities of any or all series have concurred in any
direction, consent or waiver under this Indenture, Securities which are owned
by an Issuer, or any other obligor on the Securities with respect to which
such determination is being made or by any Affiliate of either of the Issuers
or any other obligor on the Securities with respect to which such
determination is being made, 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, consent or waiver only Securities which a Responsible
Officer of the Trustee knows are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the
pledgee is not an Issuer or any other obligor upon the Securities or any
Affiliate of an Issuer or any other obligor on the Securities. In case of a
dispute as to such right, the advice of counsel shall be full protection in
respect of any decision made by the Trustee in accordance with such advice.
Upon request of the Trustee, the Issuers shall furnish to the Trustee
promptly an Officers' Certificate listing and identifying all Securities, if
any, known by the Issuers to be owned or held by or for the account of any of
the above-described Persons; and, subject to Sections 6.1 and 6.2, the
Trustee shall be entitled to accept such Officers' Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Securities
not listed therein are Outstanding for the purpose of any such determination.

SECTION 7.5 Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 7.1, of
<PAGE>
the taking of any action by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action, any Holder of a
Security the serial number of which is shown by the evidence to be included
among the serial numbers of the Securities the Holders of which have
consented to such action may, by filing written notice at the Corporate Trust
Office and upon proof of holding as provided in this Article Seven, revoke
such action so far as concerns such Security provided that such revocation
shall not become effective until three Business Days after such filing.
Except as aforesaid, any such action taken by the Holder of any Security
shall be conclusive and binding upon such Holder and upon all future Holders
and owners of such Security and of any Securities issued in exchange or
substitution therefor or on registration of transfer thereof, irrespective of
whether or not any notation in regard thereto is made upon any such Security.
Any action taken by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified
in this Indenture in connection with such action shall be conclusively
binding upon the Issuers, the Trustee and the Holders of all the Securities
affected by such action.

SECTION 7.6 Record Date for Consents and Waivers. The Issuers may, but
shall not be obligated to, establish a record date for the purpose of
determining the Persons entitled to (i) waive any past default with respect
to the Securities of such series in accordance with Section 5.7 of the
Indenture, (ii) consent to any supplemental indenture in accordance with
Section 8.2 of the Indenture or (iii) waive compliance with any term,
condition or provision of any covenant hereunder. If a record date is fixed,
the Holders on such record date, or their duly designated proxies, and any
such Persons, shall be entitled to waive any such past default, consent to
any such supplemental indenture or waive compliance with any such term,
condition or provision, whether or not such Holder remains a Holder after
such record date; provided, however, that unless such waiver or consent is
obtained from the Holders, or duly designated proxies, of the requisite
principal amount of Outstanding Securities of such series prior to the date
which is the 180th day after such record date, any such waiver or consent
previously given shall automatically and, without further action by any
Holder be cancelled and of no further effect.

ARTICLE EIGHT
SUPPLEMENTAL INDENTURES

SECTION 8.1 Supplemental Indentures Without Consent of Securityholders.
The Issuers, when authorized by a Board Resolution of each Issuer (which
resolutions may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in
accordance with or pursuant to an Issuer Order), and the Trustee may from
time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act of 1939 as in force at the date of the execution thereof) for
one or more of the following purposes:

(a) to convey, transfer, assign, mortgage or pledge to the Trustee
as security for the Securities of one or more series any property or
assets;
<PAGE>
(b) to evidence the succession of another Person to either or both
of the Issuers, or successive successions, and the assumption by the
successor Person of the covenants, agreements and obligations of such
Issuer or Issuers pursuant to Article Nine;

(c) to add to the covenants of either or both of the Issuers such
further covenants, restrictions, conditions or provisions as the Issuers
and the Trustee shall consider to be for the protection of the Holders
of all or any series of Securities (and if such covenants, restrictions,
conditions or provisions are to be for the protection of less than all
series of Securities, stating that the same are expressly being included
solely for the protection of such series), and to make the occurrence,
or the occurrence and continuance, of a default in any such additional
covenants, restrictions, conditions or provisions an Event of Default
permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; provided, however, that
in respect of any such additional covenant, restriction, condition or
provision such supplemental indenture may provide for a particular
period of grace after default (which period may be shorter or longer
than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such an Event of Default or may limit the
remedies available to the Trustee upon such an Event of Default or may
limit the right of the Holders of a majority in aggregate principal
amount of the Securities of such series to waive such an Event of
Default;

(d) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or
in any supplemental indenture, or to make any other provisions as the
Issuers may deem necessary or desirable, provided, however, that no such
action shall materially adversely affect the interests of the Holders of
the Securities;

(e) to establish the form or terms of Securities of any series as
permitted by Sections 2.1 and 2.3;

(f) to provide for the issuance of Securities of any series in
coupon form (including Securities registrable as to principal only) and
to provide for exchangeability of such Securities for the Securities
issued hereunder in fully registered form and to make all appropriate
changes for such purpose;

(g) to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the
qualification of this Indenture under the Trust Indenture Act of 1939,
or under any similar federal statute hereafter enacted, and to add to
this Indenture such other provisions as may be expressly permitted by
the Trust Indenture Act of 1939, excluding, however, the provisions
referred to in Section 316(a)(2) of the Trust Indenture Act of 1939 as
in effect at the date as of which this instrument was executed or any
corresponding provision provided for in any similar federal statute
hereafter enacted;

(h) to evidence and provide for the acceptance of appointment
hereunder of a Trustee other than The Chase Manhattan Bank as Trustee
for a series of Securities and to add to or change any of the provisions
<PAGE>
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 6.9 hereof;

(i) subject to Section 8.2 hereof, to add to or modify the
provisions hereof as may be necessary or desirable to provide for the
denomination of Securities in foreign currencies which shall not
adversely affect the interests of the Holders of the Securities in any
material respect;

(j) to modify the covenants or Events of Default of the Issuers
solely in respect of, or add new covenants or Events of Default of the
Issuers that apply solely to, Securities not Outstanding on the date of
such supplemental indenture;

(k) to evidence and provide for the acceptance of appointment
hereunder by 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 6.11; and

(l) to evidence and provide for the release of TEC from its
obligations under this Indenture and the Securities in accordance with
Section 3.7.

The Trustee is hereby authorized to join with the Issuers in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property
thereunder, but the Trustee shall not be obligated to enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this Section
may be executed without the consent of the Holders of any of the Securities
then Outstanding, notwithstanding any of the provisions of Section 8.2.

SECTION 8.2 Supplemental Indentures with Consent of Securityholders.
With the consent (evidenced as provided in Article Seven) of the Holders of
not less than a majority in aggregate principal amount of the Securities then
Outstanding of any series affected by such supplemental indenture, the
Issuers, when authorized by a Board Resolution of each Issuer (which
resolutions may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in
accordance with or pursuant to an Issuer Order), and the Trustee may, from
time to time and at any time, enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act of 1939 as in force at the date of execution thereof) for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental indenture or
of modifying in any manner the rights of the Holders of the Securities of
such series; provided, that no such supplemental indenture shall (a) extend
the stated final maturity of the principal of any Security, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest, if any, thereon (or, in the case of an Original Issue Discount
Security, reduce the rate of accretion of original issue discount thereon),
<PAGE>
or reduce or alter the method of computation of any amount payable on
redemption, repayment or purchase by the Issuers thereof (or the time at
which any such redemption, repayment or purchase may be made), or make the
principal thereof (including any amount in respect of original issue
discount), or interest, if any, thereon payable in any coin or currency other
than that provided in the Securities or in accordance with the terms of the
Securities, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof pursuant to Section 5.1 or the amount thereof provable in
bankruptcy pursuant to Section 5.2, or impair or affect the right of any
Securityholder to institute suit for the payment thereof or, if the
Securities provide therefor, any right of repayment or purchase at the option
of the Securityholder, in each case without the consent of the Holder of each
Security so affected, or (b) reduce the aforesaid percentage of Securities of
any series, the consent of the Holders of which is required for any such
supplemental indenture, without the consent of the Holders of each Security
so affected. No consent of any Holder of any Security shall be necessary
under this Section 8.2 to permit the Trustee and the Issuers to execute
supplemental indentures pursuant to Sections 8.1 and 9.2.

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

Upon the request of the Issuers, accompanied by a copy of a resolution
of the Board of Directors of each of the Issuers (which resolutions may
provide general terms or parameters for such action and may provide that the
specific terms of such action may be determined in accordance with or
pursuant to an Issuer Order) certified by the secretary or an assistant
secretary of such Issuer authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the consent of
the Holders of the Securities as aforesaid and other documents, if any,
required by Section 7.1, the Trustee shall join with the Issuers in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture
or otherwise, in which case the Trustee may at its discretion, but shall not
be obligated to, enter into such supplemental indenture.

It shall not be necessary for the consent of the Securityholders under
this Section 8.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

Promptly after the execution by the Issuers, and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 8.2, the
Issuers (or the Trustee at the request and expense of the Issuers) shall give
notice thereof to the Holders of then Outstanding Securities of each series
affected thereby, as provided in Section 11.4. Any failure of the Issuers to
give such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

SECTION 8.3 Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
<PAGE>
shall be and shall be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations,
duties and immunities under this Indenture of the Trustee, the Issuers and
the Holders of Securities of each series affected thereby shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and shall be deemed to be part of the terms
and conditions of this Indenture for any and all purposes.

SECTION 8.4 Documents to Be Given to Trustee. The Trustee, subject to
the provisions of Sections 6.1 and 6.2, shall be entitled to receive an
Officers' Certificate and an Opinion of Counsel as conclusive evidence that
any supplemental indenture executed pursuant to this Article Eight complies
with the applicable provisions of this Indenture and that all conditions
precedent to the execution and delivery of such supplemental indenture have
been satisfied.

SECTION 8.5 Notation on Securities in Respect of Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article Eight may bear a notation in form approved by the Trustee for such
series as to any matter provided for by such supplemental indenture or as to
any action taken by Securityholders. If the Issuers or the Trustee shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Issuers, to any modification of this Indenture
contained in any such supplemental indenture may be prepared and executed by
the Issuers, and such Securities may be authenticated by the Trustee and
delivered in exchange for the Securities of such series then Outstanding.

ARTICLE NINE
CONSOLIDATION, MERGER, SALE, LEASE, EXCHANGE OR OTHER
DISPOSITION

SECTION 9.1 Issuers May Consolidate, etc., on Certain Terms. Subject
to the provisions of Section 9.2, nothing contained in this Indenture or in
any of the Securities shall prevent any consolidation or merger of either of
the Issuers with or into any other Person or Persons (whether or not
affiliated with such Issuer), or successive consolidations or mergers in
which such Issuer or its respective successor or successors shall be a party
or parties, or shall prevent any sale, lease, exchange or other disposition
of all or substantially all the property and assets of either of the Issuers
to any other Person (whether or not affiliated with such Issuer) authorized
to acquire and operate the same; provided, however, each Issuer hereby
covenants and agrees, that any such consolidation, merger, sale, lease,
exchange or other disposition shall be upon the conditions that (a)
immediately after giving effect to such consolidation, merger, sale, lease,
exchange or other disposition of the Person (whether such Issuer or such
other Person) formed by or surviving any such consolidation or merger, or to
which such sale, lease, exchange or other disposition shall have been made,
no Event of Default, and no event which after notice or lapse of time or
both, would become an Event of Default, shall have occurred and be
continuing; (b) the Person (if other than such Issuer) formed by or surviving
any such consolidation or merger, or to which such sale, lease, exchange or
other disposition shall have been made, shall be a corporation or partnership
organized under the laws of the United States of America, any state thereof
<PAGE>
or the District of Columbia or the Cayman Islands or any political
subdivision thereof; and (c) the due and punctual payment of the principal of
and interest, if any, on all the Securities, according to their tenor, and
the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed by such Issuer shall be
expressly assumed, by supplemental indenture satisfactory in form to the
Trustee executed and delivered to the Trustee, by the Person (if other than
such Issuer) formed by such consolidation, or into which such Issuer shall
have been merged, or by the Person which shall have acquired or leased such
property.

SECTION 9.2 Successor Corporation to be Substituted. In case of any
such consolidation or merger or any sale, conveyance or lease of all or
substantially all of the property of either of the Issuers and upon the
assumption by the successor Person, by supplemental indenture executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due
and punctual payment of the principal of, premium, if any, and interest, if
any, on all of the Securities and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by such
Issuer, such successor Person shall succeed to and be substituted for such
Issuer, with the same effect as if it had been named herein as the party of
the first part, and such Issuer (including any intervening successor to such
Issuer which shall have become the obligor hereunder) shall be relieved of
any further obligation under this Indenture and the Securities; provided,
however, that in the case of a sale, lease, exchange or other disposition of
the property and assets of such Issuer (including any such intervening
successor), such Issuer (including any such intervening successor) shall
continue to be liable on its obligations under this Indenture and the
Securities to the extent, but only to the extent, of liability to pay the
principal of, premium, if any, and interest, if any, on the Securities at the
time, places and rate prescribed in this Indenture and the Securities. Such
successor Person thereupon may cause to be signed, and may issue either in
its own name or in the name of such Issuer, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by such
Issuer and delivered to the Trustee; and, upon the order of such successor
Person instead of such Issuer and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Issuers to the Trustee for authentication,
and any Securities which such successor Person thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All the Securities so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance
with the terms of this Indenture as though all of such Securities had been
issued at the date of the execution hereof.

In case of any such consolidation or merger or any sale, lease, exchange
or other disposition of all or substantially all of the property and assets
of either of the Issuers, such changes in phraseology and form (but not in
substance) may be made in the Securities, thereafter to be issued, as may be
appropriate.

SECTION 9.3 Opinion of Counsel to be Given Trustee. The Trustee,
subject to Sections 6.1 and 6.2, shall receive an Officers' Certificate and
Opinion of Counsel as conclusive evidence that any such consolidation,
merger, sale, lease, exchange or other disposition and any such assumption
complies with the provisions of this Article Nine.
<PAGE>
ARTICLE TEN
SATISFACTION AND DISCHARGE OF INDENTURE;
COVENANT DEFEASANCE; UNCLAIMED MONEYS

SECTION 10.1 Satisfaction and Discharge of Indenture; Covenant
Defeasance.

(A) If at any time (a) the Issuers shall have paid or caused to be paid
the principal of, premium, if any, and interest, if any, on all the
Securities Outstanding (other than Securities which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 2.9) 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 theretofore
authenticated (other than Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 2.9); and
if, in any such case, the Issuers shall also pay or cause to be paid all
other sums payable hereunder by the Issuers (including all amounts, payable
to the Trustee pursuant to Section 6.6), then this Indenture shall cease to
be of further effect, and the Trustee, on demand of the Issuers accompanied
by an Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent relating to the satisfaction and discharge contemplated
by this provision have been complied with, and at the cost and expense of the
Issuers, shall execute proper instruments acknowledging such satisfaction and
discharging this Indenture. 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.

(B) If at any time (a) the Issuers shall have paid or caused to be paid
the principal of, premium, if any, and interest, if any, on all the
Securities of any series Outstanding (other than Securities of such series
which have been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 2.9) 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 have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.9), or (c) in
the case of any series of Securities with respect to which the exact amount
described in clause (ii) below can be determined at the time of making the
deposit referred to in such clause (ii), (i) all the Securities of such
series not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or by their terms are to become due and payable
within one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of
redemption, and (ii) the Issuers shall have irrevocably deposited or caused
to be deposited with the Trustee as funds in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of
Securities of such series, cash in an amount (other than moneys repaid by the
Trustee or any paying agent to the Issuers in accordance with Section 10.4)
or non-callable, non-prepayable bonds, notes, bills or other similar
obligations issued or guaranteed by the United States government or any
agency thereof the full and timely payment of which are backed by the full
faith and credit of the United States ("U.S. Government Obligations"),
maturing as to principal and interest, if any, at such times and in such
amounts as will insure the availability of cash, or a combination thereof,
<PAGE>
sufficient in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee, to pay (1) the principal of, premium, if any, and interest, if
any, on all Securities of such series on each date that such principal of,
premium, if any, or interest, if any, is due and payable, and (2) any
mandatory sinking fund payments on the dates on which such payments are due
and payable in accordance with the terms of the Indenture and the Securities
of such series; then the Issuers shall be deemed to have paid and discharged
the entire indebtedness on all the Securities of such series on the date of
the deposit referred to in clause (ii) above and the provisions of this
Indenture with respect to the Securities of such series shall no longer be in
effect (except, in the case of clause (c) of this Section 10.1(B), as to (i)
rights of registration of transfer and exchange of Securities of such series,
(ii) rights of substitution of mutilated, defaced, destroyed, lost or stolen
Securities of such series, (iii) rights of Holders of Securities of such
series to receive payments of principal thereof and premium, if any, and
interest, if any, thereon upon the original stated due dates therefor (but
not upon acceleration), and remaining rights of the Holders of Securities of
such series to receive mandatory sinking fund payments thereon, if any, when
due, (iv) the rights, obligations, duties and immunities of the Trustee
hereunder, (v) the rights of the Holders of Securities of such series as
beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them and (vi) the obligations of the Issuers
under Section 3.2 with respect to Securities of such series) and the Trustee,
on demand of the Issuers accompanied by an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent contemplated
by this provision have been complied with, and at the cost and expense of the
Issuers, shall execute proper instruments acknowledging the same.

(C) The following provisions shall apply to the Securities of each
series unless specifically otherwise provided in a Board Resolution,
Officers' Certificate or indenture supplemental hereto provided pursuant to
Section 2.3. In addition to discharge of the Indenture pursuant to the next
preceding paragraph, in the case of any series of Securities with respect to
which the exact amount described in subparagraph (a) below can be determined
at the time of making the deposit referred to in such subparagraph (a), the
Issuers shall be deemed to have paid and discharged the entire indebtedness
on all the Securities of such a series on the 91st day after the date of the
deposit referred to in subparagraph (a) below, and the provisions of this
Indenture with respect to the Securities of such series shall no longer be in
effect (except as to (i) rights of registration of transfer and exchange of
Securities of such series, (ii) substitution of mutilated, defaced,
destroyed, lost or stolen Securities of such series, (iii) rights of Holders
of Securities of such series to receive payments of principal thereof,
premium, if any, and interest, if any, thereon upon the original stated due
dates therefor (but not upon acceleration), and remaining rights of the
Holders of Securities of such series to receive mandatory sinking fund
payments, if any, (iv) the rights, obligations, duties and immunities of the
Trustee hereunder, (v) the rights of the Holders of Securities of such series
as beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them and (vi) the obligations of the Issuers
under Section 3.2 with respect to Securities of such series) and the Trustee,
on demand of the Issuers accompanied by an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent contemplated
by this provision have been complied with, and at the cost and expense of the
Issuers, shall execute proper instruments acknowledging the same, if
<PAGE>
(a) with reference to this provision the Issuers have irrevocably
deposited or caused to be irrevocably deposited with the Trustee as
funds in trust, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of Securities of such series (i)
cash in an amount, or (ii) U.S. Government Obligations, maturing as to
principal and interest, if any, at such times and in such amounts as
will insure the availability of cash, or (iii) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay (A) the principal of, premium,
if any, and interest, if any, on all Securities of such series on each
date that such principal or interest, if any, is due and payable, and
(B) any mandatory sinking fund payments on the dates on which such
payments are due and payable in accordance with the terms of the
Indenture and the Securities of such series;

(b) such deposit will not result in a breach or violation of, or
constitute a default under, any agreement or instrument to which either
of the Issuers is a party or by which either of the Issuers is bound;
and

(c) the Issuers have delivered to the Trustee an Opinion of
Counsel based on the fact that (x) the Issuers have received from, or
there has been published by, the Internal Revenue Service a ruling or
(y), since the date hereof, there has been a change in the applicable
United States federal income tax law, in either case to the effect that,
and such opinion shall confirm that, the 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 amount 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.

(D) The following provisions shall apply to the Securities of each
series unless specifically otherwise provided in a Board Resolution,
Officers' Certificate or indenture supplemental hereto provided pursuant to
Section 2.3. In addition to the foregoing, in the case of any series of
Securities with respect to which the exact amount described in subparagraph
(a) below can be determined at the time of making the deposit referred to in
such subparagraph (a), the Issuers shall be deemed to be, and shall be,
released from their obligations under Section 3.6 hereof on the 91st day
after the date of the deposit referred to in subparagraph (a) below, and the
Issuers' obligations under all Securities of such series and this Indenture
with respect to Section 3.6 hereof shall thereafter be deemed to be
discharged for the purposes of any direction, waiver, consent or declaration
(and the consequences of any thereof) in connection therewith but shall
continue in full force and effect for all other purposes hereunder, and the
Trustee, on demand of the Issuers accompanied by an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent
contemplated by this provision have been complied with, and at the cost and
expense of the Issuers, shall execute proper instruments acknowledging the
same, if

(a) with reference to this provision the Issuers have irrevocably
deposited or caused to be irrevocably deposited with the Trustee as
funds in trust, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of Securities of such series (i)
<PAGE>
cash in an amount, or (ii) U.S. Government Obligations, maturing as to
principal and interest, if any, at such times and in such amounts as
will insure the availability of cash, or (iii) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay (A) the principal of, premium,
if any, and interest, if any, on all Securities of such series on each
date that such principal or interest, if any, is due and payable, and
(B) any mandatory sinking fund payments on the dates on which such
payments are due and payable in accordance with the terms of the
Indenture and the Securities of such series; and

(c) the Issuers have delivered to the Trustee an Opinion of
Counsel to the effect that, and such opinion shall confirm that, the
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 amount 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.

SECTION 10.2 Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 10.4, all moneys and U.S. Government
Obligations deposited with the Trustee pursuant to Section 10.1 shall be held
in trust, and such moneys and all moneys from such U.S. Government
Obligations shall be applied by it to the payment, either directly or through
any paying agent (including the Issuers acting as their own paying agent), to
the Holders of the particular Securities of such series for the payment or
redemption of which such moneys and U.S. Government Obligations have been
deposited with the Trustee, of all sums due and to become due thereon for
principal and interest, if any, but such moneys and U.S. Government
Obligations need not be segregated from other funds except to the extent
required by law.

SECTION 10.3 Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to
Securities of any series, all moneys then held by any paying agent under the
provisions of this Indenture with respect to such series of Securities shall,
upon demand of the Issuers, be repaid to it or paid to the Trustee and
thereupon such paying agent shall be released from all further liability with
respect to such moneys.

SECTION 10.4 Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or
any paying agent for the payment of the principal of, premium, if any, or
interest, if any, on any Security of any series and not applied but remaining
unclaimed for two years after the date upon which such principal, premium, if
any, or interest, if any, shall have become due and payable, shall, upon the
written request of the Issuers and unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, be
repaid to the Issuers by the Trustee for such series or such paying agent,
and the Holder of the Securities of such series shall, unless otherwise
<PAGE>
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 any paying agent with respect to such moneys shall thereupon
cease.

SECTION 10.5 Indemnity for U.S. Government Obligations. The Issuers
shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 10.1 or the principal or interest received in respect of
such obligations.

ARTICLE ELEVEN
MISCELLANEOUS PROVISIONS

SECTION 11.1 Partners, Incorporators, Stockholders, Officers and
Directors of Issuers Exempt from Individual Liability. No recourse under or
upon any obligation, covenant or agreement contained in this Indenture, or in
any Security, or because of any indebtedness evidenced thereby, shall be had
against any incorporator, as such or against any past, present or future
stockholder, officer or director, as such, of either of the Issuers, or any
partner of either of the Issuers, or of any successor, either directly or
through the Issuers or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities by the
Holders thereof and as part of the consideration for the issue of the
Securities.

SECTION 11.2 Provisions of Indenture for the Sole Benefit of Parties
and Holders of Securities. Nothing in this Indenture or in the Securities,
expressed or implied, shall give or be construed to give to any Person, other
than the parties hereto and their successors and the Holders of the
Securities, any legal or equitable right, remedy or claim under this
Indenture or under any covenant or provision herein contained, all such
covenants and provisions being for the sole benefit of the parties hereto and
their successors and of the Holders of the Securities.

SECTION 11.3 Successors and Assigns of Issuers Bound by Indenture. All
the covenants, stipulations, promises and agreements in this Indenture
contained by or on behalf of the Issuers shall bind their successors and
assigns, whether so expressed or not.

SECTION 11.4 Notices and Demands on Issuers, Trustee and Holders of
Securities. Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Holders
of Securities to or on the Issuers, or as required pursuant to the Trust
Indenture Act of 1939, may be given or served by being deposited postage
prepaid, first-class mail (except as otherwise specifically provided herein)
addressed, in the case of TEC (until another address of TEC is filed by TEC
with the Trustee) to Triton Energy Corporation, 6688 North Central
Expressway, Suite 1400, Dallas, Texas 75206-9926, Attention: Chairman of the
Board, and in the case of TEL (until another address of TEL is filed by TEL
with the Trustee), to Triton Energy Limited, Caledonian House, Mary Street,
P.O. Box 1043, George Town, Grand Cayman, Cayman Islands. Any notice,
<PAGE>
direction, request or demand by the Issuers, or any Holder of Securities to
or upon the Trustee shall be deemed to have been sufficiently given or served
by being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Trustee
is filed by the Trustee with the Issuers) to The Chase Manhattan Bank, 450
West 33rd Street, 15th Floor, New York, New York 10001, Attention: Corporate
Trust Department.

Where this Indenture provides for notice to Holders of Securities, such
notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each
Holder entitled thereto, at his last address as it appears in the Security
register. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.

In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice to the Issuers when
such notice is required to be given pursuant to any provision of this
Indenture, then any manner of giving such notice as shall be reasonably
satisfactory to the Trustee shall be deemed to be sufficient notice.

SECTION 11.5 Officers' Certificates and Opinions of Counsel; Statements
to Be Contained Therein. Upon any application or demand by the Issuers to the
Trustee to take any action under any of the provisions of this Indenture, or
as required pursuant to the Trust Indenture Act of 1939, the Issuers shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent have been complied with, except
that in the case of any such application or demand as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or demand, no additional certificate
or opinion need be furnished.

Any certificate, statement or opinion of an officer of either of the
Issuers may be based, insofar as it relates to legal matters, upon a
certificate or opinion of or representations by counsel, unless such officer
knows that the certificate or opinion or representations with respect to the
matters upon which his certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know
<PAGE>
that the same are erroneous. Any certificate, statement or opinion of
counsel may be based, insofar as it relates to factual matters, information
with respect to which is in the possession of either the Issuers, upon the
certificate, statement or opinion of or representations by an officer or
officers of such Issuer, unless such counsel knows that the certificate,
statement or opinion or representations with respect to the matters upon
which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same
are erroneous.

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

Any certificate or opinion of any independent firm of public accountants
filed with and directed to the Trustee shall contain a statement that such
firm is independent.

SECTION 11.6 Payments Due on Saturdays, Sundays and Holidays. If the
date of maturity of principal of or interest, if any, on the Securities of
any series or the date fixed for redemption, purchase or repayment of any
such Security shall not be a Business Day, then payment of interest, if any,
premium, if any, or principal need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made
on the date of maturity or the date fixed for redemption, purchase or
repayment, and, in the case of payment, no interest shall accrue for the
period after such date.

SECTION 11.7 Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939. If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with another provision included in
this Indenture which is required to be included herein by any of Sections 310
to 317, inclusive, or is deemed applicable to this Indenture by virtue of the
provisions of the Trust Indenture Act of 1939, such required provision shall
control.

SECTION 11.8 GOVERNING LAW. THIS INDENTURE AND EACH SECURITY SHALL BE
DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.

SECTION 11.9 Submission to Jurisdiction. TEL hereby irrevocably
submits to the jurisdiction of the courts of the State of New York and of the
courts of the United States of America having jurisdiction in the State of
New York for the purpose of any legal action or proceeding in any such court
with respect to, or arising out of, this Indenture or the Securities. TEL
designates and appoints Triton Energy Corporation, 6688 North Central
Expressway, Suite 1400, Dallas, Texas 75206-9926, Attention: Robert B.
Holland, III and its successors as its lawful agent in the United States of
America upon which may be served, and which may accept and acknowledge, for
and on behalf of TEL all process in any action, suit or proceedings that may
be brought against TEL in any of the courts referred to in this Section, and
<PAGE>
agrees that such service of process, or the acceptance or acknowledgment
thereof by said agent, shall be valid, effective and binding in every
respect; provided however, that if said agency shall cease for any reason
whatsoever, TEL hereby designates and appoints, without power of revocation,
the Secretary of State of the State of New York to serve as its agent for
service of process. Nothing contained in this Section 11.9 shall limit the
right of the Holders of the Securities or any of them to take proceedings
against TEL in any other court of competent jurisdiction no, by virtue of
anything contained herein, shall the taking of proceedings in one or more
jurisdictions preclude the taking of proceedings in any other jurisdiction
whether concurrently or not.

SECTION 11.10 Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

SECTION 11.11 Effect of Headings. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.

ARTICLE TWELVE
REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.1 Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable
before their maturity or to any sinking fund for the retirement of Securities
of a series except as otherwise specified, as contemplated by Section 2.3 for
Securities of such series.

SECTION 12.2 Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Securities of any series to be redeemed as a
whole or in part at the option of the Issuers shall be given by mailing
notice of such redemption by first class mail, postage prepaid, at least 30
days and not more than 60 days prior to the date fixed for redemption to such
Holders of Securities of such series at their last addresses as they shall
appear in the Security register. Any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given,
whether or not the Holder receives the notice. Failure to give notice by
mail, or any defect in the notice to the Holder of any Security of a series
designated for redemption as a whole or in part shall not affect the validity
of the proceedings for the redemption of any other Security of such series.

The notice of redemption to each such Holder shall specify (i) the
principal amount of each Security of such series held by such Holder to be
redeemed, (ii) the date fixed for redemption, (iii) the redemption price,
(iv) the place or places of payment, (v) the CUSIP number relating to such
Securities, (vi) that payment will be made upon presentation and surrender of
such Securities, (vii) whether such redemption is pursuant to the mandatory
or optional sinking fund, or both, if such be the case, (viii) whether
interest, if any, (or, in the case of Original Issue Discount Securities,
original issue discount) accrued to the date fixed for redemption will be
paid as specified in such notice and (ix) whether on and after said date
interest, if any, (or, in the case of Original Issue Discount Securities,
original issue discount) thereon or on the portions thereof to be redeemed
will cease to accrue. In case any Security of a series is to be redeemed in
<PAGE>
part only, the notice of redemption shall state the portion of the principal
amount thereof to be redeemed and shall state that on and after the date
fixed for redemption, upon surrender of such Security, a new Security or
Securities of such series in principal amount equal to the unredeemed portion
thereof will be issued.

The notice of redemption of Securities of any series to be redeemed at
the option of the Issuers shall be given by the Issuers or, at the Issuers'
request, by the Trustee in the name and at the expense of the Issuers.

On or before the redemption date specified in the notice of redemption
given as provided in this Section 12.2, the Issuers will deposit with the
Trustee or with one or more paying agents (or, if either of the Issuers is
acting as the Issuers' own paying agent, set aside, segregate and hold in
trust as provided in Section 3.5) an amount of money sufficient to redeem on
the redemption date all the Securities of such series so called for
redemption at the appropriate redemption price, together with accrued
interest, if any, to the date fixed for redemption. The Issuers will deliver
to the Trustee at least 45 days prior to the date fixed for redemption
(unless a shorter notice period shall be satisfactory to the Trustee) an
Officers' Certificate stating the aggregate principal amount of Securities to
be redeemed. In case of a redemption at the election of the Issuers prior to
the expiration of any restriction on such redemption, the Issuers shall
deliver to the Trustee, prior to the giving of any notice of redemption to
Holders pursuant to this Section, an Officers' Certificate stating that such
restriction has been complied with.

If less than all the Securities of a series are to be redeemed, the
Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such series to be redeemed. Securities may be redeemed in part
in multiples equal to the minimum authorized denomination for Securities of
such series or any multiple thereof. The Trustee shall promptly notify the
Issuers in writing of the Securities of such series selected for redemption
and, in the case of any Securities of such series selected for partial
redemption, the principal amount thereof to be redeemed. For all purposes of
this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities of any series shall relate, in the
case of any Security redeemed or to be redeemed only in part, to the portion
of the principal amount of such Security which has been or is to be redeemed.

SECTION 12.3 Payment of Securities Called for Redemption. If notice of
redemption has been given as provided by this Article Twelve, the Securities
or portions of Securities specified in such notice shall become due and
payable on the date and at the place or places stated in such notice at the
applicable redemption price, together with interest, if any accrued to the
date fixed for redemption, and on and after said date (unless the Issuers
shall default in the payment of such Securities at the redemption price,
together with interest, if any, accrued to said date) interest, if any (or,
in the case of Original Issue Discount Securities, original issue discount),
on the Securities or portions of Securities so called for redemption shall
cease to accrue, and such Securities shall cease from and after the date
fixed for redemption (unless an earlier date shall be specified in a Board
Resolution, Officers' Certificate or executed supplemental indenture referred
to in Sections 2.1 and 2.3 by or pursuant to which the form and terms of the
Securities of such series were established) except as provided in Sections
6.5 and 10.4, to be entitled to any benefit or security under this Indenture,
and the Holders thereof shall have no right in respect of such Securities
<PAGE>
except the right to receive the redemption price thereof and unpaid interest,
if any, to the date fixed for redemption. On presentation and surrender of
such Securities at a place of payment specified in said notice, said
Securities or the specified portions thereof shall be paid and redeemed by
the Issuers at the applicable redemption price, together with interest, if
any, accrued thereon to the date fixed for redemption; provided that payment
of interest, if any, becoming due on or prior to the date fixed for
redemption shall be payable to the Holders of Securities registered as such
on the relevant record date subject to the terms and provisions of Sections
2.3 and 2.7 hereof.

If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the redemption price shall, until paid or
duly provided for, bear interest from the date fixed for redemption at the
rate of interest or Yield to Maturity (in the case of an Original Issue
Discount Security) borne by such Security.

Upon presentation of any Security redeemed in part only, the Issuers
shall execute and the Trustee shall authenticate and deliver to or on the
order of the Holder thereof, at the expense of the Issuers, a new Security or
Securities of such series, and of like tenor, of authorized denominations, in
principal amount equal to the unredeemed portion of the Security so
presented.

SECTION 12.4 Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and
certificate number in an Officers' Certificate delivered to the Trustee at
least 45 days prior to the last date on which notice of redemption may be
given as being owned of record and beneficially by, and not pledged or
hypothecated by (a) either of the Issuers, or (b) a Person specifically
identified in such written statement as an Affiliate of either of the
Issuers.

SECTION 12.5 Mandatory and Optional Sinking Funds. The minimum amount
of any sinking fund payment provided for by the terms of the Securities of
any series is herein referred to as a "mandatory sinking fund payment," and
any payment in excess of such minimum amount provided for by the terms of the
Securities of any series is herein referred to as an "optional sinking fund
payment." The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date."

In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Issuers may at their
option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuers or receive credit for Securities of
such series (not previously so credited) theretofore purchased or otherwise
acquired (except as aforesaid) by the Issuers and delivered to the Trustee
for cancellation pursuant to Section 2.10, (b) receive credit for optional
sinking fund payments (not previously so credited) made pursuant to this
Section 12.5, or (c) receive credit for Securities of such series (not
previously so credited) redeemed by the Issuers through any optional
redemption provision contained in the terms of such series. Securities so
delivered or credited shall be received or credited by the Trustee at the
sinking fund redemption price specified in such Securities.
<PAGE>
On or before the 60th day next preceding each sinking fund payment date
for any series, the Issuers will deliver to the Trustee an Officers'
Certificate (a) specifying the portion of the mandatory sinking fund payment
to be satisfied by payment of cash and the portion to be satisfied by credit
of Securities of such series and the basis for such credit, (b) stating that
none of the Securities of such series to be so credited has theretofore been
so credited, (c) stating that no defaults in the payment of interest or
Events of Default with respect to such series have occurred (which have not
been waived or cured or otherwise ceased to exist) and are continuing, and
(d) stating whether or not the Issuers intend to exercise their right to make
an optional sinking fund payment with respect to such series and, if so,
specifying the amount of such optional sinking fund payment which the Issuers
intend to pay on or before the next succeeding sinking fund payment date.
Any Securities of such series to be credited and required to be delivered to
the Trustee in order for the Issuers to be entitled to credit therefor as
aforesaid which have not theretofore been delivered to the Trustee shall be
delivered for cancellation pursuant to Section 2.10 to the Trustee with such
Officers' Certificate (or reasonably promptly thereafter if acceptable to the
Trustee). Such Officers' Certificate shall be irrevocable and upon its
receipt by the Trustee the Issuers shall become unconditionally obligated to
make all the cash payments or payments therein referred to, if any, on or
before the next succeeding sinking fund payment date. Failure of the
Issuers, on or before any such 60th day, to deliver such Officers'
Certificate and Securities (subject to the parenthetical clause in the second
preceding sentence) specified in this paragraph, if any, shall not constitute
a default but shall constitute, on and as of such date, the irrevocable
election of the Issuers (i) that the mandatory sinking fund payment for such
series due on the next succeeding sinking fund payment date shall be paid
entirely in cash without the option to deliver or credit Securities of such
series in respect thereof, and (ii) that the Issuers will make no optional
sinking fund payment with respect to such series as provided in this Section
12.5.

If the sinking fund payment or payments (mandatory or optional or both)
to be made in cash on the next succeeding sinking fund payment date plus any
unused balance of any preceding sinking fund payments made in cash shall
exceed $50,000, or a lesser sum if the Issuers shall so request with respect
to the Securities of any particular series, such cash shall be applied on the
next succeeding sinking fund payment date to the redemption of Securities of
such series at the sinking fund redemption price together with accrued
interest, if any, to the date fixed for redemption. If such amount shall be
$50,000 or less and the Issuers make no such request, then it shall be
carried over until a sum in excess of $50,000 is available. The Trustee
shall select, in the manner provided in Section 12.2, for redemption on such
sinking fund payment date a sufficient principal amount of Securities of such
series to absorb said cash, as nearly as may be, and shall (if requested in
writing by the Issuers) inform the Issuers of the serial numbers of the
Securities of such series (or portions thereof) so selected. The Issuers, or
the Trustee, in the name and at the expense of the Issuers (if the Issuers
shall so request the Trustee in writing) shall cause notice of redemption of
the Securities of such series to be given in substantially the manner
provided in Section 12.2 (and with the effect provided in Section 12.3) for
the redemption of Securities of such series in part at the option of the
Issuers. The amount of any sinking fund payments not so applied or allocated
to the redemption of Securities of such series shall be added to the next
cash sinking fund payment for such series and, together with such payment,
shall be applied in accordance with the provisions of this Section 12.5. Any
<PAGE>
and all sinking fund moneys held on the stated maturity date of the
Securities of any particular series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of particular
Securities of such series shall be applied, together with other moneys, if
necessary, sufficient for the purpose, to the payment of the principal of,
and interest, if any, on, the Securities of such series at maturity.

On or before each sinking fund payment date, the Issuers shall pay to
the Trustee in cash or shall otherwise provide for the payment of all
interest, if any, accrued to the date fixed for redemption on Securities to
be redeemed on such sinking fund payment date.

The Trustee shall not redeem or cause to be redeemed any Securities of a
series with sinking fund moneys or give any notice of redemption of
Securities for such series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default with respect to such series except that, where the giving of
notice of redemption of any Securities shall theretofore have been made, the
Trustee shall redeem or cause to be redeemed such Securities, provided that
it shall have received from the Issuers a sum sufficient for such redemption.
Except as aforesaid, any moneys in the sinking fund for such series at the
time when any such default or Event of Default known to a Responsible Officer
of the Trustee shall occur, and any moneys thereafter paid into the sinking
fund, shall, during the continuance of such default or Event of Default, be
deemed to have been collected under Article Five and held for the payment of
all such Securities. In case such Event of Default shall have been waived as
provided in Section 5.7 or the default cured on or before the 60th day
preceding the sinking fund payment date in any year, such moneys shall
thereafter be applied on the next succeeding sinking fund payment date in
accordance with this Section to the redemption of such Securities.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of _________ __, 199__.

TRITON ENERGY LIMITED, as Issuer

By:
Title:

Attest:

By:
Title:

TRITON ENERGY CORPORATION, as Issuer

By:
Title:

Attest:

By:
Title:

THE CHASE MANHATTAN BANK,
as Trustee

By:
Title:

Attest:

By:
Title:
<PAGE>
CROSS REFERENCE SHEET<F1>
___________

Provisions of Trust Indenture Act of 1939 and Indenture to be dated as
of ___________ __, 199__ among TRITON ENERGY LIMITED, TRITON ENERGY
CORPORATION and THE CHASE MANHATTAN BANK, Trustee:

Section of the Act Section of Indenture

310(a)(1), (2) and (5) . . 6.9
310(a)(3) and (4) . . . . . Inapplicable
310(b) . . . . . . . . . . 6.8 and 6.10(a), (b) and (d)
310(c) . . . . . . . . . . Inapplicable
311(a) . . . . . . . . . . 6.13
311(b) . . . . . . . . . . 6.13
311(c) . . . . . . . . . . Inapplicable
312(a) . . . . . . . . . . 4.1 and 4.2(a)
312(b) . . . . . . . . . . 4.2(a) and (b)(i) and (ii)
312(c) . . . . . . . . . . 4.2(c)
313(a) . . . . . . . . . . 4.4(a)(i), (ii), (iii), (iv), (v), (vi) and (vii)
313(a)(5) . . . . . . . . . Inapplicable
313(b)(1) . . . . . . . . . Inapplicable
313(b)(2) . . . . . . . . . 4.4(b)
313(c) . . . . . . . . . . 4.4(c)
313(d) . . . . . . . . . . 4.4(d)
314(a) . . . . . . . . . . 4.3
314(b) . . . . . . . . . . Inapplicable
314(c)(1) and (2) . . . . . 11.5
314(c)(3) . . . . . . . . . Inapplicable
314(d) . . . . . . . . . . Inapplicable
314(e) . . . . . . . . . . 11.5
314(f) . . . . . . . . . . Inapplicable
315(a), (c) and (d) . . . . 6.1
315(b) . . . . . . . . . . 5.8
315(e) . . . . . . . . . . 5.9
316(a)(1) . . . . . . . . . 5.7
316(a)(2) . . . . . . . . . Not required
316(a) (last sentence) . . 7.4
316(b) . . . . . . . . . . 5.4
317(a) . . . . . . . . . . 5.2
317(b) . . . . . . . . . . 3.5(a)
318(a) . . . . . . . . . . 11.7

[FN]
_____________________
<F1>This Cross Reference Sheet is not part of the Indenture.
<PAGE>
TABLE OF CONTENTS

ARTICLE ONE
DEFINITIONS . . . . . . . . . . . . . . 1

Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Bankruptcy Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Consolidated Net Tangible Assets . . . . . . . . . . . . . . . . . . . . 2
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . . 3
Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Global Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Holder of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Securityholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Issuer Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
original issue date . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
original issue discount . . . . . . . . . . . . . . . . . . . . . . . . . 5
Original Issue Discount Security . . . . . . . . . . . . . . . . . . . . 5
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Periodic Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
principal amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
record date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Restricted Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Trust Indenture Act of 1939 . . . . . . . . . . . . . . . . . . . . . . . 6
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Unrestricted Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . 7
U.S. Government Obligations . . . . . . . . . . . . . . . . . . . . . . . 7
vice president . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Yield to Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
<PAGE>
ARTICLE TWO
SECURITIES . . . . . . . . . . . . . . 7

SECTION 2.1 Forms Generally . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.2 Form of Trustee's Certificate of Authentication . . . . 7
SECTION 2.3 Amount Unlimited, Issuable in Series . . . . . . . . . . 8
SECTION 2.4 Authentication and Delivery of Securities . . . . . . . 10
SECTION 2.5 Execution of Securities. . . . . . . . . . . . . . . . . 13
SECTION 2.6 Certificate of Authentication . . . . . . . . . . . . . 14
SECTION 2.7 Denomination and Date of Securities; Payments of
Interest . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 2.8 Registration, Transfer and Exchange . . . . . . . . . . 15
SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen
Securities . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 2.10 Cancellation of Securities; Disposition Thereof . . . . 18
SECTION 2.11 Temporary Securities . . . . . . . . . . . . . . . . . . 18
SECTION 2.12 CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE THREE
COVENANTS OF THE ISSUERS . . . . . . . . . . 19

SECTION 3.1 Payment of Principal and Interest . . . . . . . . . . . 19
SECTION 3.2 Offices for Notices and Payments, etc . . . . . . . . . 19
SECTION 3.3 No Interest Extension . . . . . . . . . . . . . . . . . 19
SECTION 3.4 Appointments to Fill Vacancies in Trustee's Office . . . 19
SECTION 3.5 Provision as to Paying Agent . . . . . . . . . . . . . . 19
SECTION 3.6 Limitation on Liens . . . . . . . . . . . . . . . . . . 20
SECTION 3.7 Condition for Release of TEC . . . . . . . . . . . . . . 22

ARTICLE FOUR
SECURITYHOLDERS LISTS AND REPORTS BY THE
ISSUERS AND THE TRUSTEE . . . . . . . . . . . 22

SECTION 4.1 Issuers to Furnish Trustee Information as to Names
and Addresses of Securityholders . . . . . . . . . . . 22
SECTION 4.2 Preservation and Disclosure of Securityholders Lists . . 23
SECTION 4.3 Reports by the Issuers . . . . . . . . . . . . . . . . . 24
SECTION 4.4 Reports by the Trustee . . . . . . . . . . . . . . . . . 24

ARTICLE FIVE
REMEDIES OF THE TRUSTEE AND SECURITY HOLDERS
ON EVENT OF DEFAULT . . . . . . . . . . . . 25

SECTION 5.1 Events of Default . . . . . . . . . . . . . . . . . . . 25
SECTION 5.2 Payment of Securities on Default; Suit Therefor . . . . 27
SECTION 5.3 Application of Moneys Collected by Trustee . . . . . . . 29
SECTION 5.4 Proceedings by Securityholders . . . . . . . . . . . . . 30
SECTION 5.5 Proceedings by Trustee . . . . . . . . . . . . . . . . . 30
SECTION 5.6 Remedies Cumulative and Continuing . . . . . . . . . . . 31
SECTION 5.7 Direction of Proceedings; Waiver of Defaults by
Majority of Securityholders . . . . . . . . . . . . . 31
SECTION 5.8 Notice of Defaults . . . . . . . . . . . . . . . . . . . 31
SECTION 5.9 Undertaking to Pay Costs . . . . . . . . . . . . . . . . 32
<PAGE>
ARTICLE SIX
CONCERNING THE TRUSTEE . . . . . . . . . . . 32

SECTION 6.1 Duties and Responsibilities of the Trustee; During
Default; Prior to Default . . . . . . . . . . . . . . 32
SECTION 6.2 Certain Rights of the Trustee . . . . . . . . . . . . . 33
SECTION 6.3 Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof . . . . 34
SECTION 6.4 Trustee and Agents May Hold Securities; Collections,
etc. . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 6.5 Moneys Held by Trustee . . . . . . . . . . . . . . . . . 35
SECTION 6.6 Compensation and Indemnification of Trustee and Its
Prior Claim . . . . . . . . . . . . . . . . . . . . . 35
SECTION 6.7 Right of Trustee to Rely on Officers' Certificate, etc . 35
SECTION 6.8 Qualification of Trustee; Conflicting Interests . . . . 36
SECTION 6.9 Persons Eligible for Appointment as Trustee; Different
Trustees for Different Series. . . . . . . . . . . . . 36
SECTION 6.10 Resignation and Removal; Appointment of Successor
Trustee . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 6.11 Acceptance of Appointment by Successor Trustee . . . . . 38
SECTION 6.12 Merger, Conversion, Consolidation or Succession to
Business of Trustee. . . . . . . . . . . . . . . . . . 39
SECTION 6.13 Preferential Collection of Claims Against the Issuers . 39
SECTION 6.14 Appointment of Authenticating Agent . . . . . . . . . . 39

ARTICLE SEVEN
CONCERNING THE SECURITYHOLDERS . . . . . . . . . 40

SECTION 7.1 Evidence of Action Taken by Securityholders . . . . . . 40
SECTION 7.2 Proof of Execution of Instruments and of Holding of
Securities . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 7.3 Holders to be Treated as Owners . . . . . . . . . . . . 41
SECTION 7.4 Securities Owned by Issuers Deemed Not Outstanding . . . 41
SECTION 7.5 Right of Revocation of Action Taken . . . . . . . . . . 41
SECTION 7.6 Record Date for Consents and Waivers . . . . . . . . . . 42

ARTICLE EIGHT
SUPPLEMENTAL INDENTURES . . . . . . . . . . . 42

SECTION 8.1 Supplemental Indentures Without Consent of
Securityholders . . . . . . . . . . . . . . . . . . . 42
SECTION 8.2 Supplemental Indentures with Consent of
Securityholders . . . . . . . . . . . . . . . . . . . 44
SECTION 8.3 Effect of Supplemental Indenture . . . . . . . . . . . . 45
SECTION 8.4 Documents to Be Given to Trustee . . . . . . . . . . . . 46
SECTION 8.5 Notation on Securities in Respect of Supplemental
Indentures . . . . . . . .. . . . . . . . . . . . . . 46

ARTICLE NINE
CONSOLIDATION, MERGER, SALE, LEASE, EXCHANGE OR OTHER
DISPOSITION . . . . . . . . . . . . . . 46

SECTION 9.1 Issuers May Consolidate, etc., on Certain Terms . . . . 46
SECTION 9.2 Successor Corporation to be Substituted . . . . . . . . 47
SECTION 9.3 Opinion of Counsel to be Given Trustee . . . . . . . . . 47
<PAGE>
ARTICLE TEN
SATISFACTION AND DISCHARGE OF INDENTURE;
COVENANT DEFEASANCE; UNCLAIMED MONEYS . . . . . . . 48

SECTION 10.1 Satisfaction and Discharge of Indenture; Covenant
Defeasance . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 10.2 Application by Trustee of Funds Deposited for Payment
of Securities. . . . . . . . . . . . . . . . . . . . . 51
SECTION 10.3 Repayment of Moneys Held by Paying Agent . . . . . . . . 51
SECTION 10.4 Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years . . . . . . . . . . . . . . . 51
SECTION 10.5 Indemnity for U.S. Government Obligations . . . . . . . 52

ARTICLE ELEVEN
MISCELLANEOUS PROVISIONS . . . . . . . . . . 52

SECTION 11.1 Partners, Incorporators, Stockholders, Officers and
Directors of Issuers Exempt from Individual
Liability . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 11.2 Provisions of Indenture for the Sole Benefit of
Parties and Holders of Securities . . . . . . . . . . 52
SECTION 11.3 Successors and Assigns of Issuers Bound by Indenture . . 52
SECTION 11.4 Notices and Demands on Issuers, Trustee and Holders
of Securities . . . . . . . . . . . . . . . . . . . . 52
SECTION 11.5 Officers' Certificates and Opinions of Counsel;
Statements to Be Contained Therein . . . . . . . . . . 53
SECTION 11.6 Payments Due on Saturdays, Sundays and Holidays . . . . 54
SECTION 11.7 Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939 . . . . . . . . . . . . . . . . 54
SECTION 11.8 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . 54
SECTION 11.9 Submission to Jurisdiction . . . . . . . . . . . . . . . 54
SECTION 11.10 Counterparts . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 11.11 Effect of Headings . . . . . . . . . . . . . . . . . . . 55

ARTICLE TWELVE
REDEMPTION OF SECURITIES AND SINKING FUNDS . . . . . . 55

SECTION 12.1 Applicability of Article . . . . . . . . . . . . . . . . 55
SECTION 12.2 Notice of Redemption; Partial Redemptions . . . . . . . 55
SECTION 12.3 Payment of Securities Called for Redemption . . . . . . 56
SECTION 12.4 Exclusion of Certain Securities from Eligibility for
Selection for Redemption . . . . . . . . . . . . . . . 57
SECTION 12.5 Mandatory and Optional Sinking Funds . . . . . . . . . . 57
<PAGE>
Exhibit 4.3
_____________________________________________________________________________

TRITON ENERGY LIMITED,

as Issuer

TRITON ENERGY CORPORATION,

as Issuer

AND

THE CHASE MANHATTAN BANK,

as Trustee

Form of Senior Indenture

Dated as of _________ __, 199_

____________________________________________________________________________

FORM OF SENIOR SUBORDINATED INDENTURE

FORM OF SENIOR SUBORDINATED INDENTURE, dated as of ________________
____, 199_ (this "Indenture"), among TRITON ENERGY LIMITED, a Cayman Islands
company ("TEL"), TRITON ENERGY CORPORATION, a Delaware corporation ("TEC"
and, together with TEL, the "Issuers"), and UNITED STATES TRUST COMPANY OF
NEW YORK, a New York corporation, as trustee (the "Trustee").

W I T N E S S E T H:

WHEREAS, the Issuers have each duly authorized the issuance from
time to time of their joint and several unsecured senior subordinated
debentures, notes or other evidences of indebtedness to be issued in one or
more series (the "Securities") up to such principal amount or amounts as may
from time to time be authorized in accordance with the terms of this
Indenture; and

WHEREAS, the Issuers have duly authorized the execution and
delivery of this Indenture to provide, among other things, for the
authentication, delivery and administration of the Securities; and

WHEREAS, all things necessary to make this Indenture a valid
indenture and agreement according to its terms have been undertaken and
completed;

NOW, THEREFORE, in consideration of the premises and the purchases
of the Securities by the Holders (as hereinafter defined) thereof, the
Issuers and the Trustee mutually covenant and agree for the equal and
proportionate benefit of the Holders from time to time of the Securities as
follows:

ARTICLE ONE
DEFINITIONS

SECTION 1.1 For all purposes of this Indenture and of any
indenture supplemental hereto the following terms shall have the respective
meanings specified in this Section 1.1 (except as otherwise expressly
provided herein or in any indenture supplemental hereto or unless the context
otherwise clearly requires). All other terms used in this Indenture that are
defined in the Trust Indenture Act of 1939, including terms defined therein
by reference to the Securities Act of 1933, as amended (the "Securities
Act"), shall have the meanings assigned to such terms in said Trust Indenture
Act of 1939 and in said Securities Act as in force at the date of this
Indenture (except as otherwise expressly provided herein or in any indenture
supplemental hereto or unless the context otherwise clearly requires).

All accounting terms used herein and not expressly defined shall
have the meanings assigned to such terms in accordance with generally
accepted accounting principles, and the term "generally accepted accounting
principles" means such accounting principles as are generally accepted on the
date of this Indenture.
<PAGE>
The words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision. The expressions "date of this
Indenture", "date hereof", "date as of which this Indenture is dated" and
"date of execution and delivery of this Indenture" and other expressions of
similar import refer to the effective date of the original execution and
delivery of this Indenture, viz. as of ________________ ____, 199_.

The terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular.

"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 specified 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.

"Authenticating Agent" shall have the meaning set forth in Section
6.14.

"Bankruptcy Code" means the United States Bankruptcy Code, 11
United States Code Sections 101 et seq., or any successor statute thereto.

"Board of Directors" when used with respect to either of the
Issuers, means either the Board of Directors of such Issuer or any committee
of such Board duly authorized to act on its behalf.

"Business Day" means, with respect to any Security, unless
otherwise specified in a Board Resolution and an Officers Certificate with
respect to a particular series of Securities, a day that (a) in the Place of
Payment (or in any of the Places of Payment, if more than one) in which
amounts are payable, as specified in the form of such Security, and (b) in
the city in which the Corporate Trust Office is located, is not a day on
which banking institutions are authorized or required by law or regulation to
close.

"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934,
as amended, or, if at any time after the execution and delivery of this
Indenture such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act of 1939, then the body
performing such duties on such date.

"Corporate Trust Office" means the office of the Trustee at which
the corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located in New York, New York.

"Dollars" and the sign "$" means the coin and currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

"Event of Default" means any event or condition specified as such
in Section 5.1

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

"Global Security" means a Security evidencing all or a part of a
series of Securities issued to the Depositary for such series in accordance
with Section 2.3 and bearing the legend prescribed in Section 2.4.

"Indebtedness" with respect to any Person, means, without
duplication:

(a) (i) the principal of and premium, if any, and interest, if
any, on indebtedness for money borrowed of such Person, indebtedness of
such Person evidenced by bonds, notes, debentures or similar
obligations, and any guaranty by such Person of any indebtedness for
money borrowed or indebtedness evidenced by bonds, notes, debentures or
similar obligations of any other Person, whether any such indebtedness
or guaranty is outstanding on the date of this Indenture or is
thereafter created, assumed or incurred, (ii) obligations of such Person
for the reimbursement of any obligor on any letter of credit, banker's
acceptance or similar credit transaction; (iii) the principal of and
premium, if any, and interest, if any, on indebtedness incurred, assumed
or guaranteed by such Person in connection with the acquisition by it or
any of its subsidiaries of any other businesses, properties or other
assets; (iv) lease obligations which such Person capitalizes in
accordance with Statement of Financial Accounting Standards No. 13
promulgated by the Financial Accounting Standards Board or such other
generally accepted accounting principles as may be from time to time in
<PAGE>
effect; (v) any indebtedness of such Person representing the balance
deferred and unpaid of the purchase price of any property or interest
therein (except any such balance that constitutes an accrued expense or
trade payable) and any guaranty, endorsement or other contingent
obligation of such Person in respect of any indebtedness of another that
is outstanding on the date of this Indenture or is thereafter created,
assumed or incurred by such Person; and (vi) obligations of such Person
under interest rate, commodity or currency swaps, caps, collars, options
and similar arrangements if and to the extent that any of the foregoing
indebtedness in (i) through (vi) would appear as a liability on the
balance sheet of such Person in accordance with generally accepted
accounting principles;

(b) any amendments, modifications, refundings, renewals or
extensions of any indebtedness or obligation described as Indebtedness
in clause (a) above.

"Indenture" means this instrument as originally executed and
delivered or, if amended or supplemented as herein provided, as so amended or
supplemented or both, including, for all purposes of this instrument and any
such supplement, the provisions of the Trust Indenture Act of 1939 that are
deemed to be a part of and govern this instrument and any such supplement,
respectively, and shall include the forms and terms of particular series of
Securities established as contemplated hereunder.

"Issuer" means either TEL or TEC and "Issuers" means both TEL and
TEC, and, subject to Article Nine, their respective successors and assigns.

"Officers' Certificate", when used with respect to each Issuer,
means a certificate signed by the chairman of the Board of Directors, the
president, or any vice president and by the treasurer, any assistant
treasurer, the controller, any assistant controller, the secretary or any
assistant secretary of such Issuer. Each such certificate shall include the
statements provided for in Section 11.5 if and to the extent required by the
provisions of such Section 11.5. One of the officers signing each Officers'
Certificate given pursuant to Section 4.3, shall be the principal executive,
financial or accounting officer of each such Issuer.

"Opinion of Counsel" means an opinion in writing signed by the
chief counsel of each Issuer or by such other legal counsel who may be an
employee of or counsel to such Issuer and who shall be reasonably
satisfactory to the Trustee. Each such opinion shall include the statements
provided for in Section 11.5, if and to the extent required by the provisions
of such Section 11.5.
<PAGE>
"original issue date" of any Security (or portion thereof) means
the earlier of (a) the date of such Security or (b) the date of any Security
(or portion thereof) for which such Security was issued (directly or
indirectly) on registration of transfer, exchange or substitution.

"original issue discount" of any debt security, including any
Original Issue Discount Security, means the difference between the principal
amount of such debt security and the initial issue price of such debt
security (as set forth in the case of an Original Issue Discount Security on
the face of such Security).

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

"Outstanding" when used with reference to Securities, shall,
subject to the provisions of Section 7.4, mean, as of any particular time,
all Securities authenticated and delivered by the Trustee under this
Indenture, except:

(a) Securities theretofore cancelled by the Trustee or delivered
to the Trustee for cancellation;

(b) Securities (other than Securities of any series as to which
the provisions of Article Ten hereof shall not be applicable), or
portions thereof, for the payment or redemption of which moneys or U.S.
Government Obligations (as provided for in Section 10.1) in the
necessary amount shall have been deposited in trust with the Trustee or
with any paying agent (other than either of the Issuers) or shall have
been set aside, segregated and held in trust by an Issuer for the
Holders of such Securities (if such Issuer shall act as the Issuers' own
paying agent), provided that, if such Securities, or portions thereof,
are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as herein provided, or provision
satisfactory to the Trustee shall have been made for giving such notice;
and

In determining whether the Holders of the requisite aggregate
principal amount of Outstanding Securities of any or all series have given
any request, demand, authorization, direction, notice, consent or waiver
hereunder, the principal amount of an Original Issue Discount Security that
shall be deemed to be Outstanding for such purposes shall be the portion of
the principal amount thereof that would be due and payable as of the date of
such determination (as certified by the Issuers to the Trustee) upon a
declaration of acceleration of the maturity thereof pursuant to Article Five.

"Periodic Offering" means an offering of Securities of a series
from time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if any, thereon, the stated
<PAGE>
maturity or maturities thereof and the redemption provisions, if any, with
respect thereto, are to be determined by each of the Issuers or their agents
upon the issuance of such Securities.

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

"principal" of a debt security, including any Security, means the
amount (including, without limitation, if and to the extent applicable, any
premium and, in the case of an Original Issue Discount Security, any accrued
original issue discount, but excluding interest) that is payable with respect
to such debt security as of any date and for any purpose (including, without
limitation, in connection with any sinking fund, if any, upon any redemption
at the option of the Issuers, upon any purchase or exchange at the option of
the Issuers or the holder of such debt security and upon any acceleration of
the maturity of such debt security).

"principal amount" of a debt security, including any Security,
means the principal amount as set forth on the face of such debt security.

"record date" shall have the meaning set forth in Section 2.7.

"Responsible Officer", when used with respect to the Trustee, means
any officer of the Trustee with direct responsibility for the administration
of this Indenture.

"Restricted Subsidiary" means (a) any Subsidiary other than an
Unrestricted Subsidiary, and (b) any Subsidiary of TEL which was an
Unrestricted Subsidiary but which, subsequent to the date hereof, is
designated by TEL (by Board Resolution) to be a Restricted Subsidiary;
provided, however, that TEL may not designate any such Subsidiary to be a
Restricted Subsidiary if TEL would thereby breach any covenant or agreement
herein contained (on the assumptions that any outstanding Indebtedness of
such Subsidiary was incurred at the time of such designation).

"Securities Act" shall have the meaning set forth in Section 1.1.

"Security" or "Securities" has the meaning stated in the first
recital of this Indenture or, as the case may be, Securities that have been
authenticated and delivered pursuant to this Indenture.

"Senior Indebtedness" with respect to either Issuer means
Indebtedness of such Issuer outstanding at any time (other than the
Indebtedness evidenced by the Securities of any series), except (a) any
Indebtedness as to which, by the terms of the instrument creating or
evidencing such Indebtedness, it is provided that such Indebtedness is not
senior or prior in right of payment to the Securities or is pari passu or
subordinate by its terms in right of payment to the Securities, (b) renewals,
extensions and modifications of any such Indebtedness, (c) any Indebtedness
of such Issuer to a wholly-owned Subsidiary of TEL, (d) interest
<PAGE>
accruing after the filing of a petition initiating any proceeding referred to
in Sections 5.1(e) and 5.1(f) unless such interest is an allowed claim
enforceable against such Issuer in a proceeding under federal or state
bankruptcy laws and (e) trade payables.

"Senior Subordinated Indebtedness" of either Issuer means the
Securities and any other Indebtedness of such Issuer that ranks pari passu
with the Securities. Any Indebtedness of an Issuer that is subordinate or
junior by its terms in right of payment to any other Indebtedness of such
Issuer shall be subordinate to Senior Subordinated Indebtedness of such
Issuer unless the instrument creating or evidencing the same or pursuant to
which the same is outstanding specifically provides that such Indebtedness
(i) is to rank pari passu with other Senior Subordinated Indebtedness of such
Issuer and (ii) is not subordinated by its terms to any Indebtedness of such
Issuer which is not Senior Indebtedness of such Issuer.

"Subordinated Indebtedness" of either Issuer means the Securities,
any other Senior Subordinated Indebtedness and any other Indebtedness of such
Issuer that is subordinate or junior in right of payment to Senior
Indebtedness of such Issuer.

"Subsidiary" of any specified Person means any corporation of
which such Person, or such Person and one or more Subsidiaries of such
Person, or any one or more Subsidiaries of such Person, directly or
indirectly own voting securities entitling any one or more of such Persons
and its Subsidiaries to elect a majority of the directors, either at all
times or, so long as there is no default or contingency which permits the
holders of any other class or classes of securities to vote for the election
of one or more directors.

"Trust Indenture Act of 1939" (except as otherwise provided in
Sections 8.1 and 8.2) means the Trust Indenture Act of 1939, as amended by
the Trust Indenture Reform Act of 1990, as in force at the date as of which
this Indenture is originally executed.

"Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Six, shall also
include any successor trustee. "Trustee" shall also mean or include each
Person who is then a trustee hereunder and, if at any time there is more than
one such Person, "Trustee" as used with respect to the Securities of any
series shall mean the trustee with respect to the Securities of such series.

"Unrestricted Subsidiary" means (a) any Subsidiary of TEL acquired
or organized after the date hereof, provided, however, that such Subsidiary
shall not be a successor, directly or indirectly, to any Restricted
Subsidiary, and (b) any Subsidiary of TEL substantially all the assets of
which consist of stock or other securities of a Subsidiary or Subsidiaries of
the character described in clause (a) of this paragraph, unless and until
such Subsidiary shall have been designated to be a Restricted Subsidiary
pursuant to clause (b) of the definition of "Restricted Subsidiary".

"U.S. Government Obligations" shall have the meaning set forth in
Section 10.1(B).

"vice president," when used with respect to either of the Issuers
or the Trustee, means any vice president, regardless of whether designated by
a number or a word or words added before or after the title "vice president."
<PAGE>
"Yield to Maturity" means the yield to maturity on a series of
Securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series,
and calculated in accordance with generally accepted financial practice or as
otherwise provided in the terms of such series of Securities.

ARTICLE TWO
SECURITIES

SECTION 2.1 Forms Generally. The Securities of each series shall
be substantially in such form (not inconsistent with this Indenture) as shall
be established by or pursuant to one or more Board Resolutions (as set forth
in a Board Resolution or, to the extent established pursuant to rather than
set forth in a Board Resolution, an Officers' Certificate detailing such
establishment) or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have
imprinted or otherwise reproduced thereon such legend or legends or
endorsements, not inconsistent with the provisions of this Indenture, as may
be required to comply with any law or with any rules or regulations pursuant
thereto, or with any rules of any securities exchange or to conform to
general usage, all as may be determined by the officers executing such
Securities, as evidenced by their execution of such Securities.

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

SECTION 2.2 Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be
substantially as follows:

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

UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee

By______________________________
Authorized Signatory

If at any time there shall be an Authenticating Agent appointed
with respect to any series of Securities, then the Securities of such series
shall bear, in addition to the Trustee's certificate of authentication, an
alternate Certificate of Authentication which shall be substantially as
follows:
<PAGE>
This is one of the Securities of the series designated herein
referred to in the within mentioned Indenture.

UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee

By______________________________
as Authenticating Agent

By______________________________
Authorized Signatory

SECTION 2.3 Amount Unlimited Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

The Securities may be issued in one or more series and the
Securities of each such series shall rank equally and pari passu with the
Securities of each other series, but all Securities issued hereunder shall be
subordinate and junior in right of payment, to the extent and in the manner
set forth in Article Thirteen, to all Senior Indebtedness of the Issuers.
There shall be established in or pursuant to one or more Board Resolutions of
each Issuer (and, to the extent established pursuant to rather than set forth
in a Board Resolution, in an Officers' Certificate detailing such
establishment) or established in one or more indentures supplemental hereto,
prior to the initial issuance of Securities of any series:

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

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

(5) the place or places where and the manner in which the
principal of, premium, if any, and interest, if any, on Securities of
the series shall be payable (if other than as provided in Section 3.2)
and the office or agency for the Securities of the series maintained by
the Issuers pursuant to Section 3.2;
<PAGE>
(6) the right, if any, of the Issuers to redeem, purchase or repay
Securities of the series, in whole or in part, at its option and the
period or periods within which, the price or prices (or the method by
which such price or prices shall be determined or both) at which, the
form or method of payment therefor if other than in cash and any terms
and conditions upon which and the manner in which (if different from the
provisions of Article Twelve) Securities of the series may be so
redeemed, purchased or repaid, in whole or in part pursuant to any
sinking fund or otherwise;

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

(9) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
acceleration of the maturity thereof;

(10) whether Securities of the series will be issuable as Global
Securities;

(12) any trustees, depositaries, authenticating or paying agents,
transfer agents or registrars or any other agents with respect to the
Securities of such series;

(13) any deleted, modified or additional events of default or
remedies or any deleted, modified or additional covenants with respect
to the Securities of such series;

(14) whether the provisions of Section 10.1(C) will be applicable
to Securities of such series;

(15) any provision relating to the issuance of Securities of such
series at an original issue discount (including, without limitation, the
issue price thereof, the rate or rates at which such original issue
discount shall accrete, if any, and the date or dates from or to which
or period or periods during which such original issue discount shall
accrete at such rate or rates);
<PAGE>
(16) if other than Dollars, the foreign currency in which payment
of the principal of, premium, if any, and interest, if any, on the
Securities of such series shall be payable;

(17) if other than United States Trust Company of New York is to
act as Trustee for the Securities of such series, the name and Corporate
Trust Office of such Trustee;

(19) the terms for conversion or exchange, if any, with respect to
the Securities of such series; and

(20) any other terms of the series.

Any such Board Resolutions or Officers' Certificates referred to
above with respect to Securities of any series filed with the Trustee on or
before the initial issuance of the Securities of such series shall be
incorporated herein by reference with respect to Securities of such series
and shall thereafter be deemed to be a part of the Indenture for all purposes
relating to Securities of such series as fully as if such Board Resolutions
or Officers' Certificates were set forth herein in full.

SECTION 2.4 Authentication and Delivery of Securities. The
Issuers may deliver Securities of any series executed by each of the Issuers
to the Trustee for authentication together with the applicable documents
referred to below in this Section 2.4, and the Trustee shall thereupon
authenticate and deliver such Securities to, or upon the order, of the
Issuers (contained in the Issuer Order referred to below in this Section 2.4)
or pursuant to such procedures acceptable to the Trustee and to such
recipients as may be specified from time to time by an Issuer Order. The
maturity date, original issue date, interest rate, if any, and any other
terms of the Securities of such series shall be determined by or pursuant to
such Issuer Order and procedures. If provided for in such procedures and
agreed to by the Trustee, such Issuer Order may authorize authentication and
delivery pursuant to oral instructions from the Issuer or its duly authorized
agent, which instructions shall be promptly confirmed in writing. In
authenticating the Securities of such series and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive (in the case of subparagraphs (2), (3)
and (4) below only at or before the time of the first request of each Issuer
to the Trustee to authenticate Securities of such series) and (subject to
Section 6.1) shall be fully protected in relying upon, unless and until such
documents have been superseded or revoked:
<PAGE>
(1) an Issuer Order requesting such authentication and setting
forth delivery instructions provided that, with respect to Securities
of a series subject to a Periodic Offering, (a) such Issuer Order may be
delivered by the Issuers to the Trustee prior to the delivery to the
Trustee of such Securities for authentication and delivery, (b) the
Trustee shall authenticate and deliver Securities of such series for
original issue from time to time, in an aggregate principal amount not
exceeding the aggregate principal amount established for such series,
pursuant to an Issuer Order or pursuant to procedures acceptable to the
Trustee as may be specified from time to time by an Issuer Order, (c)
the maturity date or dates, original issue date or dates, interest rate
or rates, if any, and any other terms of Securities of such series shall
be determined by an Issuer Order or pursuant to such procedures, (d) if
provided for in such procedures, such Issuer Order may authorize
authentication and delivery pursuant to oral or electronic instructions
from each of the Issuers or its duly authorized agent or agents, which
oral instructions shall be promptly confirmed in writing and (e) after
the original issuance of the first Security of such series to be issued,
any separate request by the Issuers that the Trustee authenticate
Securities of such series for original issuance will be deemed to be a
certification by each such Issuer that it is in compliance with all
conditions precedent provided for in this Indenture relating to the
authentication and delivery of such Securities;

(a) the form or forms of the Securities of such series have
been duly authorized and established in conformity with the
provisions of this Indenture;

(b) in the case of an underwritten offering, the terms of the
Securities of such series have been duly authorized and established
in conformity with the provisions of this Indenture, and, in the
case of an offering that is not underwritten, certain terms of the
Securities of such series have been established pursuant to Board
Resolutions, Officers' Certificates or a supplemental indenture in
accordance with this Indenture, and when such other terms as are to
be established pursuant to procedures set forth in an Issuer Order
shall have been established, all such terms will have been duly
authorized by the Issuer and will have been established in
conformity with the provisions of this Indenture;

(c) when the Securities of such series have been executed by
the Issuers and the Securities of such series have been
<PAGE>
authenticated by the Trustee in accordance with the provisions of
this Indenture and delivered to and duly paid for by the purchasers
thereof, they will have been duly issued under this Indenture and
will be valid and legally binding obligations of each of the
Issuers, enforceable in accordance with their respective terms, and
will be entitled to the benefits of this Indenture; and

(d) the execution and delivery by each of the Issuers of, and
the performance by each Issuer of its obligations under, the
Securities of such series will not contravene any provision of
applicable law or the articles of incorporation or bylaws of each
such Issuer or any agreement or other instrument binding upon each
such Issuer or any of its Subsidiaries that is material to each
such Issuer and its Subsidiaries, considered as one enterprise, or,
to such counsel's knowledge after the inquiry indicated therein
(which shall be reasonable), any judgment, order or decree of any
governmental agency or any court having jurisdiction over each such
Issuer or any Subsidiary, and no consent, approval or authorization
of any governmental body or agency is required for the performance
by each such Issuer of its obligations under the Securities, except
such as are specified and have been obtained and such as may be
required by the securities or blue sky laws of the various states
in connection with the offer and sale of the Securities.

In addition, if the authentication and delivery relates to a new
series of Securities created by an indenture supplemental hereto, such
Opinion of Counsel shall also state that all laws and requirements with
respect to the form and execution by the Issuers of the supplemental
indenture with respect to the series of Securities have been complied with,
each of the Issuers has corporate power to execute and deliver any such
supplemental indenture and has taken all necessary corporate action for those
purposes and any such supplemental indenture has been executed and delivered
and constitutes the legal, valid and binding obligation of each such Issuer
enforceable in accordance with its terms.

In rendering such opinions, such counsel may qualify any opinions
as to enforceability by stating that such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium and other
similar laws affecting the rights and remedies of creditors and is subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). Such counsel may rely, as
to all matters governed by the laws of jurisdictions other than the State of
Texas and the federal law of the United States, upon opinions of other
counsel (copies of which shall be delivered to the Trustee), who shall be
counsel reasonably satisfactory to the Trustee, in which case the opinion
shall state that such counsel believes that both such counsel and the Trustee
are entitled so to rely. Such counsel may also state that, insofar as such
opinion involves factual matters, such counsel has relied, to the extent such
counsel deems proper, upon certificates of officers of the Issuers and their
Subsidiaries and certificates of public officials.

The Trustee shall have the right to decline to authenticate and
deliver any Securities of any series under this Section 2.4 if the Trustee,
being advised by counsel, determines that such action may not lawfully be
taken by either Issuer, or if the Trustee in good faith by its board of
directors or board of trustees, executive committee or a trust committee of
directors or trustees or Responsible Officers shall determine that such
<PAGE>
action would expose the Trustee to personal liability to existing Holders or
would adversely affect the Trustee's own rights, duties or immunities under
the Securities, this Indenture or otherwise.

Each Depositary designated pursuant to Section 2.3 must, at the
time of its designation and at all times while it serves as Depositary, be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, and any other applicable statute or regulation.

SECTION 2.5 Execution of Securities. The Securities shall be
signed on behalf of each of the Issuers by the chairman of the Board of
Directors, the president, any vice president or the treasurer of such Issuer,
under its corporate seal which may, but need not, be attested by its
secretary or one of its assistant secretaries. Such signatures may be the
manual or facsimile signatures of the present or any future such officers.
The seal of either Issuer may be in the form of a facsimile thereof and may
be impressed, affixed, imprinted or otherwise reproduced on the Securities.
Typographical and other minor errors or defects in any such reproduction of a
seal or any such signature shall not affect the validity or enforceability of
any Security that has been duly authenticated and delivered by the Trustee.

In case any officer of either of the Issuers who shall have signed
any of the Securities shall cease to be such officer before the Security so
signed shall be authenticated and delivered by the Trustee or disposed of by
the Issuers, such Security nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Security had not ceased to
be such officer of such Issuer; and any Security may be signed on behalf of
such Issuer by such persons as, at the actual date of the execution of such
Security, shall be the proper officers of such Issuer, although at the date
of the execution and delivery of this Indenture any such person was not such
an officer.

SECTION 2.6 Certificate of Authentication. Only such Securities
as shall bear thereon a certificate of authentication substantially in the
form hereinbefore recited, executed by the Trustee by the manual signature of
one of its authorized signatories, or its Authenticating Agent, shall be
entitled to the benefits of this Indenture or be valid or obligatory for any
purpose. The execution of such certificate by the Trustee or its
<PAGE>
Authenticating Agent upon any Security executed by the Issuers shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture. Each reference in this Indenture to
authentication by the Trustee includes authentication by an agent appointed
pursuant to Section 6.14.

SECTION 2.7 Denomination and Date of Securities; Payments of
Interest. The Securities of each series shall be issuable in registered form
in denominations established as contemplated by Section 2.3 or, with respect
to the Securities of any series, if not so established, in denominations of
$1,000 and any integral multiple thereof. The Securities of each series
shall be numbered, lettered or otherwise distinguished in such manner or in
accordance with such plan as the officers of each of the Issuers executing
the same may determine with the approval of the Trustee, as evidenced by the
execution and authentication thereof.

The Person in whose name any Security of any series is registered
at the close of business on any record date applicable to a particular series
with respect to any interest payment date for such series shall be entitled
to receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the
extent the Issuers shall default in the payment of the interest due on such
interest payment date for such series, in which case such defaulted interest
shall be paid to the Persons in whose names Outstanding Securities for such
series are registered (a) at the close of business on a subsequent record
date (which shall be not less than five Business Days prior to the date of
payment of such defaulted interest) established by notice given by mail by or
on behalf of the Issuers to the Holders of Securities not less than 15 days
preceding such subsequent record date or (b) as determined by such other
procedure as is mutually acceptable to the Issuers and the Trustee. The term
"record date" as used with respect to any interest payment date (except a
date for payment of defaulted interest) for the Securities of any series
shall mean the date specified as such in the terms of the Securities of such
series established as contemplated by Section 2.3, or, if no such date is so
established, if such interest payment date is the first day of a calendar
month, the fifteenth day of the next preceding calendar month or, if such
interest payment date is the fifteenth day of a calendar month, the first day
of such calendar month, whether or not such record date is a Business Day.

SECTION 2.8 Registration, Transfer and Exchange. The Issuers will
keep at each office or agency to be maintained for the purpose as provided in
Section 3.2 for each series of Securities a register or registers in which,
subject to such reasonable regulations as it may prescribe, it will provide
for the registration of Securities of each series and the registration of
transfer of Securities of such series. Each such register shall be in
written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times
such register or registers shall be open for inspection and available for
copying by the Trustee.
<PAGE>
Upon due presentation for registration of transfer of any Security
of any series at any such office or agency to be maintained for the purpose
as provided in Section 3.2, the Issuers shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Security or Securities of the same series, maturity date, interest rate, if
any, and original issue date in authorized denominations for a like aggregate
principal amount.

All Securities presented for registration of transfer shall (if so
required by the Issuer or the Trustee) be duly endorsed by, or be accompanied
by a written instrument or instruments of transfer in form satisfactory to
the Issuers and the Trustee duly executed by, the Holder or his attorney duly
authorized in writing.

At the option of the Holder thereof, Securities of any series
(other than a Global Security, except as set forth below) may be exchanged
for a Security or Securities of such series having authorized denominations
and an equal aggregate principal amount, upon surrender of such Securities to
be exchanged at the agency of the Issuers that shall be maintained for such
purpose in accordance with Section 3.2.

The Issuers may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer of Securities. No service charge shall be made for
any such transaction or for any exchange of Securities of any series as
contemplated by the immediately preceding paragraph.

The Issuers shall not be required to exchange or register a
transfer of (a) any Securities of any series for a period of 15 days next
preceding the first mailing or publication of notice of redemption of
Securities of such series to be redeemed, (b) any Securities selected, called
or being called for redemption, in whole or in part, except, in the case of
any Security to be redeemed in part, the portion thereof not so to be
redeemed or (c) any Security if the Holder thereof has exercised his right,
if any, to require the Issuers to repurchase such Security in whole or in
part, except the portion of such Security not required to be repurchased.

If at any time the Depositary for any Securities of a series
represented by one or more Global Securities notifies the Issuers that it is
unwilling or unable to continue as Depositary for such Securities or if at
any time the Depositary for such Securities shall no longer be eligible under
Section 2.4, the Issuers shall appoint a successor Depositary with respect to
such Securities. If a successor Depositary for such Securities is not
appointed by the Issuers within 90 days after the Issuers receive such notice
or become aware of such ineligibility, the Issuers' election pursuant to
Section 2.3 that such Securities be represented by one or more Global
Securities shall no longer be effective and the Issuers shall execute, and
the Trustee, upon receipt of an Issuer Order for the authentication and
<PAGE>
delivery of definitive Securities of such series, will authenticate and
deliver Securities of such series in definitive registered form in any
authorized denominations, in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such
Securities in exchange for such Global Security or Securities.

The Issuers may at any time and in its sole discretion determine
that the Securities of any series issued in the form of one or more Global
Securities shall no longer be represented by a Global Security or Securities.
In such event, the Issuers shall execute, and the Trustee, upon receipt of an
Issuer Order for the authentication and delivery of definitive Securities of
such series, shall authenticate and deliver, Securities of such series in
definitive registered form, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of the Global Security or
Securities representing such Securities, in exchange for such Global Security
or Securities.

(i) to the Person specified by such Depositary, a new Security
or Securities of the same series, of any authorized denominations 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

Upon the exchange of a Global Security for Securities in definitive
registered form in authorized denominations, such Global Security shall be
cancelled by the Trustee or an agent of the Trustee. Securities in
definitive registered form issued in exchange for a Global Security pursuant
to this Section 2.8 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 or an agent of the Trustee or the Issuers or an agent of
the Issuers. The Trustee or such agent shall deliver at its office such
Securities to or as directed by the Persons in whose names such Securities
are so registered.

All Securities issued upon any registration of transfer or exchange
of Securities shall be valid and legally binding obligations of each of the
Issuers, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Securities surrendered upon such registration of
transfer or exchange.

SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security shall become
mutilated, defaced or be destroyed, lost or stolen, the Issuers in their
<PAGE>
discretion may execute, and upon the written request of the Issuers, the
Trustee shall authenticate and deliver a new Security of the same series,
maturity date, interest rate, if any, and original issue date, bearing a
number or other distinguishing symbol not contemporaneously outstanding, in
exchange and substitution for the mutilated or defaced Security, or in lieu
of and in substitution for the Security so destroyed, lost or stolen. In
every case the applicant for a substitute Security shall furnish to the
Issuers and to the Trustee and any agent of the Issuers or the Trustee such
security or indemnity as may be required by the Trustee or the Issuers or any
such agent to indemnify and defend and to save each of the Trustee and the
Issuers and any such agent harmless and, in every case of destruction, loss
or theft, evidence to their satisfaction of the destruction, loss or theft of
such Security and of the ownership thereof and in the case of mutilation or
defacement, shall surrender the Security to the Trustee or such agent.

Upon the issuance of any substitute Security, the Issuers may
require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee or its agent)
connected therewith. In case any Security which has matured or is about to
mature or has been called for redemption in full shall become mutilated or
defaced or be destroyed, lost or stolen, the Issuers may instead of issuing a
substitute Security, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated or defaced Security), if
the applicant for such payment shall furnish to the Issuers and the Trustee
and any agent of the Issuers or the Trustee such security or indemnity as any
of them may require to hold each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Issuers
and the Trustee and any agent of the Issuers or the Trustee evidence to the
Trustee's satisfaction of the destruction, loss or theft of such Security and
of the ownership thereof.

Every substitute Security of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual
obligation of the Issuers, whether or not the destroyed, lost or stolen
Security shall be at any time enforceable by anyone and shall be entitled to
all the benefits of (but shall be subject to all the limitations of rights
set forth in) this Indenture equally and proportionately with any and all
other Securities of such series duly authenticated and delivered hereunder.
All Securities shall be held and owned upon the express condition that, to
the extent permitted by law, the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, defaced, destroyed, lost
or stolen Securities and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments
or other securities without their surrender.

SECTION 2.10 Cancellation of Securities; Disposition Thereof. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or
analogous fund, if surrendered to the Issuers or any agent of the Issuers or
the Trustee or any agent of the Trustee, shall be delivered to the Trustee or
its agent for cancellation or, if surrendered to the Trustee, shall be
cancelled by it; and no Securities shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee
shall dispose of all cancelled Securities in accordance with its standard
<PAGE>
procedures and shall deliver a certificate of such disposition to the
Company. If either of the Issuers or its agent shall acquire any of the
Securities, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the same are delivered to the Trustee or its agent for cancellation.

SECTION 2.11 Temporary Securities. Pending the preparation of
definitive Securities for any series, the Issuers may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable in any authorized denomination, and substantially in the form of the
definitive Securities of such series but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Issuers with the concurrence of the Trustee as evidenced by
the execution and authentication thereof. Temporary Securities may contain
such references to any provisions of this Indenture as may be appropriate.
Every temporary Security shall be executed by the Issuers and be
authenticated by the Trustee upon the same conditions and in substantially
the same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Issuers shall execute and shall furnish definitive
Securities of such series and thereupon temporary Securities of such series
may be surrendered in exchange therefor without charge at each office or
agency to be maintained by the Issuers for that purpose pursuant to Section
3.2 and the Trustee shall authenticate and deliver in exchange for such
temporary Securities of such series an equal aggregate principal amount of
definitive Securities of the same series and having authorized denominations.
Until so exchanged, the temporary Securities of any series shall be entitled
to the same benefits under this Indenture as definitive Securities of such
series, unless otherwise established pursuant to Section 2.3.

SECTION 2.12 CUSIP Numbers. The Issuers in issuing the Securities
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the
Securities or as contained in any notice of a redemption and that reliance
may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.

ARTICLE THREE
COVENANTS OF THE ISSUERS

SECTION 3.1 Payment of Principal and Interest. The Issuers
jointly and severally covenant and agree that they will duly and punctually
pay or cause to be paid the principal of, premium, if any, and interest, if
any, on each of the Securities at the place, at the respective times and in
the manner provided in the Securities.

SECTION 3.2 Offices for Notices and Payments, etc. So long as any
of the Securities are Outstanding, the Issuers will maintain in each Place of
Payment, an office or agency where the Securities may be presented for
payment, an office or agency where the Securities may be presented for
registration of transfer and for exchange as provided in this Indenture, and
<PAGE>
an office or agency where notices and demands to or upon the Issuers in
respect of the Securities or of this Indenture may be served. In case the
Issuers shall at any time fail to maintain any such office or agency, or
shall fail to give notice to the Trustee of any change in the location
thereof, presentation may be made and notice and demand may be served in
respect of the Securities or of this Indenture at the Corporate Trust Office.
Each of the Issuers hereby initially designates the Corporate Trust Office
for each such purpose and appoints the Trustee as registrar and paying agent
and as the agent upon whom notices and demands may be served with respect to
the Securities.

SECTION 3.3 No Interest Extension. In order to prevent any
accumulation of claims for interest after maturity thereof, the Issuers will
not directly or indirectly extend or consent to the extension of the time for
the payment of any claim for interest on any of the Securities and will not
directly or indirectly be a party to or approve any such arrangement by the
purchase or funding of said claims or in any other manner; provided, however,
that this Section 3.3 shall not apply in any case where an extension shall be
made pursuant to a plan proposed by the Issuer to the Holders of all
Securities of any series then Outstanding.

SECTION 3.4 Appointments to Fill Vacancies in Trustee's Office.
The Issuers, whenever necessary to avoid or fill a vacancy in the office of
the Trustee, will appoint, in the manner provided in Section 6.10, a Trustee,
so that there shall at all times be a Trustee hereunder.

SECTION 3.5 Provision as to Paying Agent. (1) If the Issuers
shall appoint a paying agent other than the Trustee, it will cause such
paying agent to execute and deliver to the Trustee an instrument in which
such paying agent shall agree with the Trustee, subject to the provisions of
this Section 3.5,

(i) that it will hold all sums held by it as such paying agent for
the payment of the principal of or interest, if any, on the Securities
(whether such sums have been paid to it by the Issuers or by any other
obligor on the Securities) in trust for the benefit of the Holders of
the Securities and the Trustee; and

(ii) that it will give the Trustee notice of any failure by the
Issuers (or by any other obligor on the Securities) to make any payment
of the principal of, premium, if any, or interest, if any, on the
Securities when the same shall be due and payable; and

(iii) that it will, at any time during the continuance of any such
failure, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such paying agent.

(2) If the Issuers shall act as their own paying agent, it will, on or
before each due date of the principal of or interest, if any, on the
Securities, set aside, segregate and hold in trust for the benefit of the
Holders of the Securities a sum sufficient to pay such principal, premium, if
any, or interest, if any, so becoming due and will notify the Trustee of any
failure to take such action and of any failure by the Issuers (or by any
other obligor under the Securities) to make any payment of the principal of,
premium, if any, or interest, if any, on the Securities when the same shall
become due and payable.
<PAGE>
(3) Anything in this Section 3.5 to the contrary notwithstanding, the
Issuers may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid
to the Trustee all sums held in trust by it, or any paying agent hereunder,
as required by this Section 3.5, such sums to be held by the Trustee upon the
trusts herein contained.

(4) Anything in this Section 3.5 to the contrary notwithstanding, any
agreement of the Trustee or any paying agent to hold sums in trust as
provided in this Section 3.5 is subject to Sections 10.3 and 10.4.

(5) Whenever the Issuers shall have one or more paying agents, they
will, on or before each due date of the principal of or interest, if any, on
any Securities, deposit with a paying agent a sum sufficient to pay the
principal, premium, if any, or interest, if any, so becoming due, such sum to
be held in trust for the benefit of the Persons entitled to such principal,
premium, if any, or interest, if any, and (unless such paying agent is the
Trustee) the Issuers will promptly notify the Trustee of its action or
failure so to act.

SECTION 3.6 Condition for Release of TEC. TEC may, by
supplemental indenture, be released from its obligations under this Indenture
and the Securities, without the consent of the holders of the Securities of
any series, if the 12-1/2% Senior Subordinated Discount Notes due 1997 and
the 9-3/4% Senior Subordinated Discount Notes due 2000 issued by TEC are no
longer outstanding or if TEL or any successor to TEL has assumed the
obligations of TEC under such notes.

ARTICLE FOUR
SECURITYHOLDERS LISTS AND REPORTS BY THE
ISSUERS AND THE TRUSTEE

(a) semiannually and not more than 15 days after each January
1 and July 1, and

(b) at such other times as the Trustee may request in
writing, within 30 days after receipt by the Issuers of any such
request,

provided that if and so long as the Trustee shall be the registrar for
such series, such list shall not be required to be furnished.

SECTION 4.2 Preservation and Disclosure of Securityholders Lists.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders of
each series of Securities (i) contained in the most recent list furnished to
it as provided in Section 4.1, and (ii) received by it in the capacity of
registrar or paying agent for such series, if so acting. The Trustee may
destroy any list furnished to it as provided in Section 4.1 upon receipt of a
new list so furnished.
<PAGE>
(b) In case three or more Holders of Securities (hereinafter
referred to as "applicants") apply in writing to the Trustee and furnish to
the Trustee reasonable proof that each such applicant has owned a Security
for a period of at least six months preceding the date of such application,
and such application states that the applicants desire to communicate with
other Holders of Securities of a particular series (in which case the
applicants must all hold Securities of such series) or with Holders of all
Securities with respect to their rights under this Indenture or under such
Securities and such application is accompanied by a copy of the form of proxy
or other communication which such applicants propose to transmit, then the
Trustee shall, within five Business Days after the receipt of such
application, at its election, either

(i) afford to such applicants access to the information preserved
at the time by the Trustee in accordance with the provisions of
subsection (a) of this Section 4.2, or

If the Trustee shall elect not to afford to such applicants access
to such information, the Trustee shall, upon the written request of such
applicants, mail to each Securityholder of such series or all Holders of
Securities, as the case may be, whose name and address appears in the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 4.2 a copy of the form of proxy
or other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material
to be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders
of Securities of such series or of all Securities, as the case may be, or
would be in violation of applicable law. Such written statement shall
specify the basis of such opinion. If the Commission, after opportunity for
a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after
the entry of an order sustaining one or more of such objections, the
Commission shall find, after notice and opportunity for hearing, that all the
objections so sustained have been met, and shall enter an order so declaring,
the Trustee shall mail copies of such material to all such Securityholders
with reasonable promptness after the entry of such order and the renewal of
such tender; otherwise the Trustee shall be relieved of any obligation or
duty to such applicants respecting their application.

(c) Each and every Holder of Securities, by receiving and holding
the same, agrees with the Issuers and the Trustee that neither the Issuers
nor the Trustee nor any agent of the Issuers or the Trustee shall be held
accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders of Securities in accordance with the
provisions of subsection (b) of this Section 4.2, regardless of the source
<PAGE>
from which such information was derived, and that the Trustee shall not be
held accountable by reason of mailing any material pursuant to a request made
under such subsection (b).

SECTION 4.3 Reports by the Issuers. Each of the Issuers
covenants:

(a) to file with the Trustee, within 15 days after such Issuer is
required to file the same with the Commission, 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 Commission may from time
to time by rules and regulations prescribe), if any, which such Issuer
may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; or, if TEL is not required to file
information, documents or reports pursuant to either of such Sections,
then to file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission,
such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Exchange Act
in respect of a debt security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules
and regulations;

(b) to file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with
respect to compliance by such Issuer with the conditions and covenants
provided for in this Indenture as may be required from time to time by
such rules and regulations;

(c) to transmit by mail to the Holders of Securities within 30
days after the filing thereof with the Trustee, in the manner and to the
extent provided in Section 4.4(c), such summaries of any information,
documents and reports required to be filed by such Issuer pursuant to
subsections (a) and (b) of this Section 4.3 as may be required to be
transmitted to such Holders by rules and regulations prescribed from
time to time by the Commission; and

(d) to furnish to the Trustee, not less than annually, a brief
certificate from the principal executive officer, principal financial
officer of such Issuer or principal accounting officer as to his
knowledge of such Issuer's compliance with all conditions and covenants
under this Indenture. For purposes of this subsection (d), such
compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture.

SECTION 4.4 Reports by the Trustee. (a) The Trustee shall
transmit to Holders such reports concerning the Trustee and its actions under
this Indenture as may be required pursuant to the Trust Indenture Act of 1939
at the times and in the manner provided pursuant thereto. To the extent that
any such report is required by the Trust Indenture Act of 1939 with respect
to any 12 month period, such report shall cover the 12 month period ending
July 15 and shall be transmitted by the next succeeding September 15.

(b) A copy of each such report shall, at the time of such
transmission to Securityholders, be furnished to the Issuers and be filed by
the Trustee with each stock exchange upon which the Securities of any
<PAGE>
applicable series are listed and also with the Commission. The Issuers agree
to promptly notify the Trustee with respect to any series when and as the
Securities of such series become admitted to trading on any national
securities exchange.

ARTICLE FIVE
REMEDIES OF THE TRUSTEE AND SECURITY HOLDERS
ON EVENT OF DEFAULT

SECTION 5.1 Events of Default. "Event of Default", wherever used
herein with respect to Securities of any series, means any one or more of the
following events (whatever the reason for such Event of Default and whether
it shall be occasioned by the provisions of Article Thirteen or otherwise),
unless it is either inapplicable to a particular series or it is specifically
deleted or modified in or pursuant to the Board Resolutions or supplemental
indenture establishing such series of Securities or in the form of Security,
for such series:

(1) default in the payment of the principal of or premium, if any,
of the Securities of such series as and when the same shall become due
and payable either at maturity, upon redemption, by declaration or
otherwise; or

(2) default in the payment of any installment of interest upon any
of the Securities of such series as and when the same shall become due
and payable, and continuance of such default for a period of 30 days; or

(3) default in the payment or satisfaction of any sinking fund or
other purchase obligation with respect to Securities of such series, as
and when such obligation shall become due and payable; or

(4) failure on the part of either of the Issuers duly to observe
or perform any other of the covenants or agreements on the part of such
Issuer in the Securities of such series or in this Indenture continued
for a period of 90 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given by
certified or registered mail to both of the Issuers by the Trustee, or
to both of the Issuers and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Securities of such series then
Outstanding; or

(5) without the consent of such Issuer a court having jurisdiction
shall enter an order for relief, in the case of TEC, under the
Bankruptcy Code, or, in the case of TEL, any applicable bankruptcy,
insolvency or other similar law of the Cayman Islands, or without the
consent of such Issuer a court having jurisdiction shall enter a
judgment, order or decree adjudging such Issuer a bankrupt or insolvent,
or enter an order for relief for reorganization, arrangement, adjustment
or composition of or in respect of TEC under the Bankruptcy Code or
applicable state insolvency law, or, in the case of TEL, any applicable
bankruptcy, insolvency or other similar law of the Cayman Islands, and
the continuance of any such judgment, order or decree is unstayed and in
effect for a period of 90 consecutive days; or

(6) either of the Issuers shall institute proceedings for entry of
an order for relief with respect to such Issuer, in the case of TEC,
<PAGE>
under the Bankruptcy Code, or, in the case of TEL, any applicable
bankruptcy, insolvency or other similar law of the Cayman Islands, or
for an adjudication of insolvency, or shall consent to the institution
of bankruptcy or insolvency proceedings against it, or shall file a
petition seeking, or seek or consent to reorganization, arrangement,
composition or relief under, in the case of TEC, the Bankruptcy Code or
any applicable state law, or, in the case of TEL, any applicable
bankruptcy, insolvency or other similar law of the Cayman Islands, or
shall consent to the filing of such petition or to the appointment of a
receiver, custodian, liquidator, assignee, trustee, sequestrator or
similar official of either Issuer or of substantially all of its
property, or either Issuer shall make a general assignment for the
benefit of creditors as recognized under, in the case of TEC, the
Bankruptcy Code, or, in the case of TEL, any applicable bankruptcy,
insolvency or other similar law of the Cayman Islands; or

(7) default under any bond, debenture, note or other evidence of
Indebtedness for money borrowed by either of the Issuers 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 either of the Issuers, whether such Indebtedness exists on
the date hereof or shall hereafter be created, which default shall have
resulted in such Indebtedness becoming or being declared due and payable
prior to the date on which it would otherwise have become due and
payable, or any default in payment of such Indebtedness (after the
expiration of any applicable grace periods and the presentation of any
debt instruments, if required), if the aggregate amount of all such
Indebtedness that has been so accelerated and with respect to which
there has been such a default in payment shall exceed $20,000,000,
without each such default and acceleration having been rescinded or
annulled within a period of 20 days after there shall have been given by
certified or registered mail to both of the Issuers by the Trustee, or
to both of the Issuers and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Securities of such series then
Outstanding, a written notice specifying each such default and requiring
the Issuers to cause each such default and acceleration to be rescinded
or annulled and stating that such notice is a "Notice of Default"
hereunder; or

(8) any other Event of Default provided with respect to the
Securities of such series.

If an Event of Default with respect to Securities of any series
then Outstanding occurs and is continuing, then and in each and every such
case, unless the principal of all of the Securities of such series shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Securities of such series then
Outstanding, by notice in writing to both of the Issuers (and to the Trustee
if given by Securityholders), may declare the principal (or, if the
Securities of such series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such
series) of all the Securities of such series and the interest, if any,
accrued thereon to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable,
notwithstanding anything to the contrary contained in this Indenture or in
the Securities of such series. This provision, however, is subject to the
condition that, if at any time after the unpaid principal amount (or such
<PAGE>
specified amount) of the Securities of such series shall have been so
declared due and payable and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided,
the Issuers shall pay or shall deposit with the Trustee a sum sufficient to
pay all matured installments of interest, if any, upon all of the Securities
of such series and the principal of any and all Securities of such series
which shall have become due otherwise than by acceleration (with interest on
overdue installments of interest, if any, to the extent that payment of such
interest is enforceable under applicable law and on such principal at the
rate borne by the Securities of such series to the date of such payment or
deposit) and the reasonable compensation, disbursements, expenses and
advances of the Trustee and all other amounts due the Trustee under Section
6.6, and any and all defaults under this Indenture, other than the nonpayment
of such portion of the principal amount of and accrued interest, if any, on
Securities of such series which shall have become due by acceleration, shall
have been cured or shall have been waived in accordance with Section 5.7 or
provision deemed by the Trustee to be adequate shall have been made therefor,
then and in every such case the Holders of a majority in aggregate principal
amount of the Securities of such series then Outstanding, by written notice
to both of the Issuers and to the Trustee, may rescind and annul such
declaration and its consequences; but no such rescission and annulment shall
extend to or shall affect any subsequent default, or shall impair any right
consequent thereon. If any Event of Default with respect to either of the
Issuers specified in Section 5.1(e) or 5.1(f) occurs, all unpaid principal
amount (or, if the Securities of any series then Outstanding are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of each such series) and accrued interest on all
Securities of each series then Outstanding shall ipso facto become and be
immediately due and payable without any declaration or other act by the
Trustee or any Securityholder.

Except with respect to an Event of Default pursuant to Section 5.1
(a), (b) or (c), the Trustee shall not be charged with knowledge of any Event
of Default unless written notice thereof shall have been given to a
Responsible Officer by an Issuer, a paying agent or any Securityholder.

SECTION 5.2 Payment of Securities on Default; Suit Therefor. The
Issuers covenant that (a) if default shall be made in the payment of any
installment of interest upon any of the Securities of any series then
Outstanding as and when the same shall become due and payable, and such
default shall have continued for a period of 60 days, or (b) if default shall
be made in the payment of the principal of any of the Securities of such
series as and when the same shall have become due and payable, whether at
maturity of the Securities of such series or upon redemption or by
declaration or otherwise, then, upon demand of the Trustee, the Issuers will
pay to the Trustee, for the benefit of the Holders of the Securities, the
whole amount that then shall have become due and payable on all such
Securities of such series for principal or interest, if any, or both, as the
<PAGE>
case may be, with interest upon the overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) upon the
overdue installments of interest, if any, at the rate borne by the Securities
of such series; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including a
reasonable compensation to the Trustee, its agents, attorneys and counsel,
and any expenses or liabilities incurred by the Trustee hereunder other than
through its negligence or bad faith.

If the Issuers shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any actions or proceedings at
law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against either or both of the
Issuers or any other obligor on the Securities of such series and collect in
the manner provided by law out of the property of either or both of the
Issuers or any other obligor on the Securities of such series, wherever
situated, the moneys adjudged or decreed to be payable.

If there shall be pending proceedings for the bankruptcy or for the
reorganization of either of the Issuers or any other obligor on the
Securities of any series then Outstanding under any bankruptcy, insolvency or
other similar law now or hereafter in effect, or if a receiver or trustee or
similar official shall have been appointed for the property of either of the
Issuers or such other obligor, or in the case of any other similar judicial
proceedings relative to either of the Issuers or other obligor upon the
Securities of such series, or to the creditors or property of either of the
Issuers or such other obligor, the Trustee, irrespective of whether the
principal of the Securities of such series shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand pursuant to the provisions of this
Section 5.2, shall be entitled and empowered by intervention in such
proceedings or otherwise to file and prove a claim or claims for the whole
amount of principal and interest, if any, owing and unpaid in respect of the
Securities of such series, and, in case of any judicial proceedings, to file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and of the
Securityholders allowed in such judicial proceedings relative to such Issuer
or any other obligor on the Securities of such series, its or their
creditors, or its or their property, and to collect and receive any moneys or
other property payable or deliverable on any such claims, and to distribute
the same after the deduction of its charges and expenses, and any receiver,
assignee or trustee or similar official in bankruptcy or reorganization is
hereby authorized by each of the Securityholders to make such payments to the
Trustee, and, if the Trustee shall consent to the making of such payments
directly to the Securityholders, to pay to the Trustee any amount due it for
compensation and expenses or otherwise pursuant to Section 6.6, including
counsel fees and expenses incurred by it up to the date of such distribution.
To the extent that such payment of reasonable compensation, expenses and
counsel fees and expenses out of the estate in any such proceedings shall be
denied for any reason, payment of the same shall be secured by a lien on, and
shall be paid out of, any and all distributions, dividends, moneys,
securities and other property which the Holders of the Securities of such
series may be entitled to receive in such proceedings, whether in liquidation
or under any plan of reorganization or arrangement or otherwise.
<PAGE>
All rights of action and of asserting claims under this Indenture,
or under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities, or the production thereof at any trial
or other proceeding relative thereto, and any such suit or proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall be for the ratable benefit
of the Holders of the Securities of the series in respect of which such
judgment has been recovered.

SECTION 5.3 Application of Moneys Collected by Trustee. Any
moneys collected by the Trustee pursuant to Section 5.2 with respect to
Securities of any series then Outstanding shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the several Securities of such series, and
stamping thereon the payment, if only partially paid, and upon surrender
thereof, if fully paid:

FOURTH: To the payment of any surplus then remaining to the
Issuers, their respective successors or assigns, or to whomsoever may be
lawfully entitled to receive the same.

No claim for interest which in any manner at or after maturity
shall have been transferred or pledged separate or apart from the Securities
to which it relates, or which in any manner shall have been kept alive after
maturity by an extension (otherwise than pursuant to an extension made
pursuant to a plan proposed by the Issuers to the Holders of all Securities
of any series then Outstanding), purchase, funding or otherwise by or on
<PAGE>
behalf or with the consent or approval of the Issuers shall be entitled, in
case of a default hereunder, to any benefit of this Indenture, except after
prior payment in full of the principal of all Securities of any series then
Outstanding and of all claims for interest not so transferred, pledged, kept
alive, extended, purchased or funded.

Notwithstanding any other provisions in this Indenture, but subject
to Article Thirteen, the right of any Holder of any Security to receive
payment of the principal of, premium, if any, and interest, if any, on such
Security, on or after the respective due dates expressed in such Security, or
to institute suit for the enforcement of any such payment on or after such
respective dates shall not be impaired or affected without the consent of
such Holder.

SECTION 5.6 Remedies Cumulative and Continuing. All powers and
remedies given by this Article Five to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive
of any thereof or of any other powers and remedies available to the Trustee
or the Securityholders, by judicial proceedings or otherwise, to enforce the
<PAGE>
performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Securityholder
to exercise any right or power accruing upon any default occurring and
continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such default or an acquiescence therein; and,
subject to the provisions of Section 5.4, every power and remedy given by
this Article Five or by law to the Trustee or to the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by
the Trustee or by the Securityholders.

SECTION 5.7 Direction of Proceedings; Waiver of Defaults by
Majority of Securityholders. The Holders of a majority in aggregate
principal amount of the Securities of any series then Outstanding shall have
the right to 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 the Trustee with respect to Securities of such series; provided,
however, that (subject to the provisions of Section 6.1) the Trustee shall
have the right to decline to follow any such direction if the Trustee shall
determine upon advice of counsel that the action or proceeding so directed
may not lawfully be taken or if the Trustee in good faith by its board of
directors, its executive committee, or a trust committee of directors or
Responsible Officers or both shall determine that the action or proceeding so
directed would involve the Trustee in personal liability. The Holders of a
majority in aggregate principal amount of the Securities of any series then
Outstanding may on behalf of the Holders of all of the Securities of such
series waive any past default or Event of Default hereunder and its
consequences except a default in the payment of interest, if any, on, or the
principal of, the Securities of such series. Upon any such waiver the
Issuers, the Trustee and the Holders of the Securities of such series shall
be restored to their former positions and rights hereunder, respectively; but
no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon. Whenever any default or
Event of Default hereunder shall have been waived as permitted by this
Section 5.7, said default or Event of Default shall for all purposes of the
Securities and this Indenture be deemed to have been cured and to be not
continuing.

SECTION 5.8 Notice of Defaults. The Trustee shall, within 90 days
after the occurrence of a default, with respect to Securities of any series
then Outstanding, mail to all Holders of Securities of such series, as the
names and the addresses of such Holders appear upon the Securities register,
notice of all defaults known to the Trustee with respect to such series,
unless such defaults shall have been cured before the giving of such notice
(the term "defaults" for the purpose of this Section 5.8 being hereby defined
to be the events specified in clauses (a), (b), (c), (d), (e), (f), (g) and
(h) of Section 5.1, not including periods of grace, if any, provided for
therein and irrespective of the giving of the written notice specified in
said clause (d) or (g) but in the case of any default of the character
specified in said clause (d) or (g) no such notice to Securityholders shall
be given until at least 60 days after the giving of written notice thereof to
the Issuers pursuant to said clause (d) or (g), as the case may be);
provided, however, that, except in the case of default in the payment of the
principal of or interest, if any, on any of the Securities, or in the payment
or satisfaction of any sinking fund or other purchase obligation, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of directors or
<PAGE>
Responsible Officers or both of the Trustee in good faith determines that the
withholding of such notice is in the best interests of the Securityholders.

SECTION 5.9 Undertaking to Pay Costs. All parties to this
Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require,
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, the filing by any party litigant in such suit of an undertaking to
pay the cost of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees and expenses, against
any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.9 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate more than 10% in principal amount
of the Securities of any series then Outstanding, or to any suit instituted
by any Securityholders for the enforcement of the payment of the principal of
or interest, if any, on any Security against the Issuers on or after the due
date expressed in such Security.

ARTICLE SIX
CONCERNING THE TRUSTEE

SECTION 6.1 Duties and Responsibilities of the Trustee; During
Default; Prior to Default. With respect to the Holders of any series of
Securities issued hereunder, the Trustee, prior to the occurrence of an Event
of Default with respect to the Securities of a particular series and after
the curing or waiving of all Events of Default which may have occurred with
respect to such series, undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture. In case an Event of
Default with respect to the Securities of a series has occurred (which has
not been cured or waived) the Trustee shall exercise with respect to such
series of Securities 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.

No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent
failure to act or its own wilful misconduct, except that:

(i) the duties and obligations of the Trustee with respect to the
Securities of any series shall be determined solely by the express
provisions of this Indenture, and the Trustee shall not be liable except
for the performance of such duties and obligations as are specifically
set forth in this Indenture, and no implied covenants or obligations
shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any statements,
<PAGE>
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such statements,
certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a
duty to examine the same to determine whether or not they conform to the
requirements of this Indenture;

(c) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders pursuant to Section 5.7 relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture.

None of the provisions contained in this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if there shall be reasonable ground
for believing that the repayment of such funds or adequate indemnity against
such liability is not reasonably assured to it.

SECTION 6.2 Certain Rights of the Trustee. Subject to Section
6.1:

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

(b) any request, direction, order or demand of the Issuers
mentioned herein shall be sufficiently evidenced by an Officers' Certificate
or Issuer Order (unless other evidence in respect thereof be herein
specifically prescribed); and any resolution of the Board of Directors of an
Issuer may be evidenced to the Trustee by a Board Resolution;

(d) the Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this
Indenture (including, without limitation, pursuant to Section 5.7), unless
such Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
therein or thereby;
<PAGE>
(e) the Trustee shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Indenture;

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

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

(h) The Trustee shall not be charged with knowledge of any default
or Event of Default with respect to a series of Securities unless either (i)
a Responsible Officer of the Trustee assigned to the Corporate Trust Office
of the Trustee (or any successor division or department of the Trustee) shall
have actual knowledge of such default or Event of Default or (ii) written
notice of such default or Event of Default shall have been given to the
Trustee by either of the Issuers or any other obligor on such series of
Securities or by any Holder of Securities of such series; and

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

SECTION 6.4 Trustee and Agents May Hold Securities; Collections,
etc. The Trustee or any agent of the Issuer or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of
Securities with the same rights it would have if it were not the Trustee or
such agent and, subject to Sections 6.8 and 6.13, may otherwise deal with
each Issuer and receive, collect, hold and retain collections from each
<PAGE>
Issuer with the same rights it would have if it were not the Trustee or such
agent.

SECTION 6.6 Compensation and Indemnification of Trustee and Its
Prior Claim. The Issuers jointly and severally covenant and agree to pay to
the Trustee from time to time, and the Trustee shall be entitled to, such
compensation as shall be agreed to in writing between the Issuers and the
Trustee (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) and the Issuers jointly and
severally covenant and agree to pay or reimburse the Trustee and each
predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of it in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and
of all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad
faith. The Issuers also jointly and severally covenant to indemnify the
Trustee and each predecessor Trustee for, and to hold it harmless against,
any and all loss, liability, damage, claim or expense, including taxes (other
than taxes based on the income of the Trustee), incurred without negligence
or bad faith on its part, arising out of or in connection with the acceptance
or administration of this Indenture or the trusts hereunder and its duties
hereunder, including the costs and expenses of defending itself against or
investigating any claim or liability in the premises. The obligations of the
Issuers under this Section 6.6 to compensate and indemnify the Trustee and
each predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture or the resignation or removal of the Trustee and
shall not be subordinate to the payment of Senior Indebtedness pursuant to
Article Thirteen and Article Fourteen, respectively. Such additional
indebtedness shall be a senior claim to that of the Securities upon all
property and funds held or collected by the Trustee as such, except funds
held in trust for the benefit of the Holders of particular Securities, and
the Securities are hereby subordinated to such senior claim. When the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 5.1 or in connection with Article Five hereof,
the expenses (including the reasonable fees and expenses of its counsel) and
the compensation for the service in connection therewith are intended to
constitute expenses of administration under any bankruptcy law. The
provisions of this Section 6.6 shall survive the resignation or removal of
the Trustee and the termination of this Indenture.

SECTION 6.7 Right of Trustee to Rely on Officers' Certificate,
etc. Subject to Sections 6.1 and 6.2, whenever in the administration of the
trusts of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or
omitting any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence
<PAGE>
or bad faith on the part of the Trustee, be deemed to be conclusively proved
and established by an Officers' Certificate delivered to the Trustee, and
such certificate, in the absence of negligence or bad faith on the part of
the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under the provisions of this Indenture upon the
faith thereof.

A different Trustee may be appointed by the Issuers for any series
of Securities prior to the issuance of such Securities. If the initial
Trustee for any series of Securities is to be a trustee other than United
States Trust Company of New York, the Issuers and such Trustee shall, prior
to the issuance of such Securities, execute and deliver an indenture
supplemental hereto, which shall provide for the appointment of such Trustee
as Trustee for the Securities of such series and 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.

SECTION 6.10 Resignation and Removal; Appointment of Successor
Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed,
may at any time resign with respect to one or more or all series of
Securities by giving written notice of resignation to the Issuers. Upon
receiving such notice of resignation, the Issuers shall promptly appoint a
successor trustee or trustees with respect to the applicable series by
written instrument in duplicate, executed by authority of the Board of
Directors of each Issuer, one copy of which instrument shall be delivered to
<PAGE>
the resigning trustee and one copy to the successor trustee or trustees. If
no successor trustee shall have been so appointed with respect to any series
and have accepted appointment within 30 days after the mailing of such notice
of resignation, the resigning trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any
Securityholder who has been a bona fide Holder of a Security or Securities of
the applicable series for at least six months may, subject to the provisions
of Section 5.9, on behalf of himself and all others similarly situated,
petition any such court for the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

(b) In case at any time any of the following shall occur:

(ii) the Trustee shall cease to be eligible in accordance with the
provisions of Section 6.9 and shall fail to resign after written request
therefor by the Issuers or by any such Securityholder; or

then, in any such case, the Issuers may remove the Trustee with respect to
the applicable series of Securities and appoint a successor trustee for such
series by written instrument, in duplicate, executed by order of the Board of
Directors of each Issuer, one copy of which instrument shall be delivered to
the Trustee so removed and one copy to the successor trustee, or, subject to
the provisions of Article Five, any Securityholder who has been a bona fide
Holder of a Security or Securities of such series for at least six months may
on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of
a successor trustee with respect to such series. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor trustee.

(c) The Holders of a majority in aggregate principal amount of the
Securities of each series then Outstanding may at any time remove the Trustee
with respect to Securities of such series and appoint a successor trustee
with respect to the Securities of such series by delivering to the Trustee so
removed, to the successor trustee so appointed and to the Issuers the
evidence provided for in Section 7.1 of the action in that regard taken by
the Securityholders. If no successor trustee shall have been so appointed
with respect to any series and have accepted appointment within 30 days after
the delivery of such evidence of removal, the Trustee may petition any court
of competent jurisdiction for the appointment of a successor trustee, or any
Securityholder who has been a bona fide Holder of a Security or Securities of
the applicable series for at least six months may, subject to the provisions
of Article Five, on behalf of himself and all others similarly situated,
<PAGE>
petition any such court for the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

SECTION 6.11 Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuers and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and
obligations with respect to such series of its predecessor hereunder, with
like effect as if originally named as trustee for such series hereunder; but,
nevertheless, on the written request of the Issuers or of the successor
trustee, upon payment of its charges then unpaid, the trustee ceasing to act
shall, subject to Section 10.4, pay over to the successor trustee all moneys
at the time held by it hereunder and shall execute and deliver an instrument
transferring to such successor trustee all such rights, powers, duties and
obligations. Upon request of any such successor trustee, the Issuers shall
execute any and all instruments in writing for more fully and certainly
vesting in and confirming to such successor trustee all such rights and
powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim
upon all property or funds held or collected by such trustee to secure any
amounts then due it pursuant to the provisions of Section 6.6.

If a successor trustee is appointed with respect to the Securities
of one or more (but not all) series, the Issuers, the predecessor Trustee and
each successor trustee with respect to the Securities of any applicable
series shall execute and deliver an indenture supplemental hereto which shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the predecessor Trustee
with respect to the Securities of any series as to which the predecessor
Trustee is not retiring shall continue to be vested in the predecessor
Trustee, and 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 under separate indentures.

Upon acceptance of appointment by any successor trustee as provided
in this Section 6.11, the Issuers shall give notice thereof to the Holders of
Securities of each series affected, by mailing such notice to such Holders at
their addresses as they shall appear on the registry books. If the Issuers
fail to give such notice within ten days after acceptance of appointment by
<PAGE>
the successor trustee, the successor trustee shall cause such notice to be
given at the expense of the Issuers.

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

SECTION 6.13 Preferential Collection of Claims Against the
Issuers. The Trustee shall comply with Section 311(a) of the Trust Indenture
Act of 1939, excluding any creditor relationship listed in Section 311(b) of
the Trust Indenture Act of 1939. A Trustee who has resigned or been removed
shall be subject to Section 311(a) of the Trust Indenture Act of 1939 to the
extent indicated therein.

Any corporation into which any Authenticating Agent may be merged
or converted, or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which any
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency business of any Authenticating Agent, shall continue to be
the Authenticating Agent with respect to all series of Securities for which
it served as Authenticating Agent without the execution or filing of any
paper or any further act on the part of the Trustee or such Authenticating
Agent. Any Authenticating Agent may at any time, and if it shall cease to be
eligible shall, resign by giving written notice of resignation to the Trustee
and to the Issuers. The Trustee may at any time terminate the agency of an
Authenticating Agent by giving written notice thereof to such Authenticating
Agent and to the Issuers.

Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section 6.14 with
respect to one or more series of Securities, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Issuers and
the Issuers shall provide notice of such appointment to all Holders of
Securities of such series in the manner and to the extent provided in Section
11.4. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. The Issuers agree to pay to the
Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series
shall have no responsibility or liability for any action taken by it as such
at the direction of the Trustee.

Sections 6.2, 6.3, 6.4 and 7.3 shall be applicable to any
Authenticating Agent.

ARTICLE SEVEN
CONCERNING THE SECURITYHOLDERS

SECTION 7.1 Evidence of Action Taken by Securityholders. Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by a specified
percentage in principal amount of the Securityholders of any or all series
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such specified percentage of Securityholders in
person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument
or instruments are delivered to the Trustee. Proof of execution of any
instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Sections 6.1 and 6.2)
conclusive in favor of the Trustee and the Issuers, if made in the manner
provided in this Article Seven.

(a) The fact and date of the execution by any Holder of any
instrument may be proved by the certificate of any notary public or other
officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the person executing such instruments acknowledged to
him the execution thereof, or by an affidavit of a witness to such execution
sworn to before any such notary or other such officer. Where such execution
is by or on behalf of any legal entity other than an individual, such
certificate or affidavit shall also constitute sufficient proof of the
authority of the person executing the same.

(b) The ownership of Securities shall be proved by the Security
register or by a certificate of the Security registrar.

SECTION 7.3 Holders to be Treated as Owners. The Issuers, the
Trustee and any agent of the Issuers or the Trustee may deem and treat the
Person in whose name any Security shall be registered upon the Security
register for such series as the absolute owner of such Security (whether or
not such Security shall be overdue and notwithstanding any notation of
ownership or other writing thereon) for the purpose of receiving payment of
or on account of the principal of and, subject to the provisions of this
Indenture, interest, if any, on such Security and for all other purposes; and
neither the Issuers nor the Trustee nor any agent of the Issuers or the
Trustee shall be affected by any notice to the contrary.

SECTION 7.4 Securities Owned by Issuers Deemed Not Outstanding.
In determining whether the Holders of the requisite aggregate principal
amount of Outstanding Securities of any or all series have concurred in any
direction, consent or waiver under this Indenture, Securities which are owned
by an Issuer or by any other obligor on the Securities with respect to which
such determination is being made or by any Affiliate of either of the Issuers
or any other obligor on the Securities with respect to which such
determination is being made 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, consent or waiver only Securities which a Responsible
Officer of the Trustee knows are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the
pledgee is not either Issuer or any other obligor upon the Securities or any
Affiliate of an Issuer or any other obligor on the Securities. In case of a
dispute as to such right, the advice of counsel shall be full protection in
respect of any decision made by the Trustee in accordance with such advice.
Upon request of the Trustee, the Issuers shall furnish to the Trustee
promptly an Officers' Certificate listing and identifying all Securities, if
any, known by the Issuers to be owned or held by or for the account of any of
the above-described Persons; and, subject to Sections 6.1 and 6.2, the
Trustee shall be entitled to accept such Officers' Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Securities
not listed therein are Outstanding for the purpose of any such determination.

SECTION 7.5 Right of Revocation of Action Taken. At any time
prior to (but not after) the evidencing to the Trustee, as provided in
Section 7.1, of the taking of any action by the Holders of the percentage in
<PAGE>
aggregate principal amount of the Securities of any or all series, as the
case may be, specified in this Indenture in connection with such action, any
Holder of a Security the serial number of which is shown by the evidence to
be included among the serial numbers of the Securities the Holders of which
have consented to such action may, by filing written notice at the Corporate
Trust Office and upon proof of holding as provided in this Article Seven,
revoke such action so far as concerns such Security provided that such
revocation shall not become effective until three Business Days after such
filing. Except as aforesaid, any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange
or substitution therefor or on registration of transfer thereof, irrespective
of whether or not any notation in regard thereto is made upon any such
Security. Any action taken by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action shall be
conclusively binding upon the Issuers, the Trustee and the Holders of all the
Securities affected by such action.

SECTION 7.6 Record Date for Consents and Waivers. The Issuers
may, but shall not be obligated to, establish a record date for the purpose
of determining the Persons entitled to (i) waive any past default with
respect to the Securities of such series in accordance with Section 5.7 of
the Indenture, (ii) consent to any supplemental indenture in accordance with
Section 8.2 of the Indenture or (iii) waive compliance with any term,
condition or provision of any covenant hereunder. If a record date is fixed,
the Holders on such record date, or their duly designated proxies, and any
such Persons, shall be entitled to waive any such past default, consent to
any such supplemental indenture or waive compliance with any such term,
condition or provision, whether or not such Holder remains a Holder after
such record date; provided, however, that unless such waiver or consent is
obtained from the Holders, or duly designated proxies, of the requisite
principal amount of Outstanding Securities of such series prior to the date
which is the 180th day after such record date, any such waiver or consent
previously given shall automatically and without further action by any Holder
be cancelled and of no further effect.

ARTICLE EIGHT
SUPPLEMENTAL INDENTURES

SECTION 8.1 Supplemental Indentures Without Consent of
Securityholders. The Issuers, when authorized by a Board Resolution of each
Issuer (which resolutions may provide general terms or parameters for such
action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to an Issuer Order) and the Trustee
may from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act of 1939 as in force at the date of the execution thereof) for
one or more of the following purposes:

(a) to convey, transfer, assign, mortgage or pledge to the Trustee
as security for the Securities of one or more series any property or
assets;

(b) to evidence the succession of another Person to either or both
of the Issuers, or successive successions, and the assumption by the
<PAGE>
successor Person of the covenants, agreements and obligations of such
Issuer or Issuers pursuant to Article Nine;

(e) to establish the form or terms of Securities of any series as
permitted by Sections 2.1 and 2.3;

(h) to evidence and provide for the acceptance of appointment
hereunder of a Trustee other than United States Trust Company of New
York as Trustee for a series of Securities and to add to or change any
of the provisions of this Indenture as shall be necessary to provide for
<PAGE>
or facilitate the administration of the trusts hereunder by more than
one Trustee, pursuant to the requirements of Section 6.9 hereof;

(l) to evidence and provide for the release of TEC from its
obligations under this Indenture and the Securities in accordance with
Section 3.6.

Any supplemental indenture authorized by the provisions of this
Section may be executed without the consent of the Holders of any of the
Securities then Outstanding, notwithstanding any of the provisions of Section
8.2.

SECTION 8.2 Supplemental Indentures with Consent of
Securityholders. With the consent (evidenced as provided in Article Seven)
of the Holders of not less than a majority in aggregate principal amount of
the Securities then Outstanding of any series affected by such supplemental
indenture, the Issuers, when authorized by a Board Resolution of each Issuer
(which resolutions may provide general terms or parameters for such action
and may provide that the specific terms of such action may be determined in
accordance with or pursuant to an Issuer Order), and the Trustee may, from
time to time and at any time, enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act of 1939 as in force at the date of execution thereof) for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental indenture or
of modifying in any manner the rights of the Holders of the Securities of
such series; provided, that no such supplemental indenture shall (a) extend
the stated final maturity of the principal of any Security, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest, if any, thereon (or, in the case of an Original Issue Discount
Security, reduce the rate of accretion of original issue discount thereon),
<PAGE>
or reduce or alter the method of computation of any amount payable on
redemption, repayment or purchase by the Issuers thereof (or the time at
which any such redemption, repayment or purchase may be made), or make the
principal thereof (including any amount in respect of original issue
discount), or interest, if any, thereon payable in any coin or currency other
than that provided in the Securities or in accordance with the terms of the
Securities, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof or the amount thereof provable in bankruptcy in each case
pursuant to Article Five, or impair or affect the right of any Securityholder
to institute suit for the payment thereof or, if the Securities provide
therefor, any right of repayment or purchase at the option of the
Securityholder, in each case without the consent of the Holder of each
Security so affected, or (b) reduce the aforesaid percentage of Securities of
any series, the consent of the Holders of which is required for any such
supplemental indenture, without the consent of the Holders of each Security
so affected. No consent of any Holder of any Security shall be necessary
under this Section 8.2 to permit the Trustee and the Issuers to execute
supplemental indentures pursuant to Sections 8.1 and 9.2.

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

Upon the request of the Issuers, accompanied by a copy of a
resolution of the Boards of Directors of each of the Issuers (which
resolutions may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in
accordance with or pursuant to an Issuer Order) certified by the secretary or
an assistant secretary of such Issuer authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of
the consent of the Holders of the Securities as aforesaid and other
documents, if any, required by Section 7.1, the Trustee shall join with the
Issuers in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may at its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

It shall not be necessary for the consent of the Securityholders
under this Section 8.2 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall
approve the substance thereof.

Promptly after the execution by the Issuers and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 8.2, the
Issuers (or the Trustee at the request and expense of the Issuers) shall give
notice thereof to the Holders of then Outstanding Securities of each series
affected thereby, as provided in Section 11.4. Any failure of the Issuers to
give such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.
<PAGE>
SECTION 8.3 Effect of Supplemental Indenture. Upon the execution
of any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and shall be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Issuers and the Holders of Securities of each series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and shall be deemed to
be part of the terms and conditions of this Indenture for any and all
purposes.

SECTION 8.4 Documents to Be Given to Trustee. The Trustee,
subject to the provisions of Sections 6.1 and 6.2, shall be entitled to
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article
Eight complies with the applicable provisions of this Indenture and that all
conditions precedent to the execution and delivery of such supplemental
indenture have been satisfied.

SECTION 8.5 Notation on Securities in Respect of Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article Eight may bear a notation in form approved by the Trustee for such
series as to any matter provided for by such supplemental indenture or as to
any action taken by Securityholders. If the Issuers or the Trustee shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Issuers, to any modification of this Indenture
contained in any such supplemental indenture may be prepared and executed by
the Issuers, authenticated by the Trustee and delivered in exchange for the
Securities of such series then Outstanding.

ARTICLE NINE
CONSOLIDATION, MERGER, SALE, LEASE, EXCHANGE OR OTHER DISPOSITION

SECTION 9.1 Issuers May Consolidate, etc., on Certain Terms.
Subject to the provisions of Section 9.2, nothing contained in this Indenture
or in any of the Securities shall prevent any consolidation or merger of
either of the Issuers with or into any other Person or Persons (whether or
not affiliated with such Issuer), or successive consolidations or mergers in
which such Issuer or its respective successor or successors shall be a party
or parties, or shall prevent any sale, lease, exchange or other disposition
of all or substantially all the property and assets of the Issuers to any
other Person (whether or not affiliated with such Issuer) authorized to
acquire and operate the same; provided, however, each Issuer hereby covenants
and agrees, that any such consolidation, merger, sale, lease, exchange or
other disposition shall be upon the conditions that (a) immediately after
giving effect to such consolidation, merger, sale, lease, exchange or other
disposition of the Person (whether such Issuer or such other Person) formed
by or surviving any such consolidation or merger, or to which such sale,
lease, exchange or other disposition shall have been made, no Event of
Default, and no event which after notice or lapse of time or both, would
become an Event of Default, shall have occurred and be continuing; (b) the
Person (if other than such Issuer) formed by or surviving any such
consolidation or merger, or to which such sale, lease, exchange or other
disposition shall have been made, shall be, in the case of the Issuer, a
<PAGE>
corporation or partnership organized under the laws of the United States of
America, any state thereof or the District of Columbia or the Cayman Islands
or any political subdivision thereof; and (c) the due and punctual payment of
the principal of and interest, if any, on all the Securities, according to
their tenor, and the due and punctual performance and observance of all of
the covenants and conditions of this Indenture to be performed by such Issuer
shall be expressly assumed, by supplemental indenture satisfactory in form to
the Trustee executed and delivered to the Trustee, by the Person (if other
than such Issuer) formed by such consolidation, or into which such Issuer
shall have been merged, or by the Person which shall have acquired or leased
such property.

SECTION 9.2 Successor Corporation to be Substituted. In case of
any such consolidation or merger or any sale, conveyance or lease of all or
substantially all of the property of either of the Issuers and upon the
assumption by the successor Person, by supplemental indenture executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due
and punctual payment of the principal of, premium, if any, and interest, if
any, on all of the Securities and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by such
Issuer, such successor Person shall succeed to and be substituted for such
Issuer, with the same effect as if it had been named herein as the party of
the first part, and such Issuer (including any intervening successor to such
Issuer which shall have become the obligor hereunder) shall be relieved of
any further obligation under this Indenture and the Securities; provided,
however, that in the case of a sale, lease, exchange or other disposition of
the property and assets of such Issuer (including any such intervening
successor), such Issuer (including any such intervening successor) shall
continue to be liable on its obligations under this Indenture and the
Securities to the extent, but only to the extent, of liability to pay the
principal of and interest, if any, on the Securities at the time, places and
rate prescribed in this Indenture and the Securities. Such successor Person
thereupon may cause to be signed, and may issue either in its own name or in
the name of such Issuer, any or all of the Securities issuable hereunder
which theretofore shall not have been signed by such Issuer and delivered to
the Trustee; and, upon the order of such successor Person instead of such
Issuer and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the
officers of the Issuers to the Trustee for authentication, and any Securities
which such successor Person thereafter shall cause to be signed and delivered
to the Trustee for that purpose. All the Securities so issued shall in all
respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of
this Indenture as though all of such Securities had been issued at the date
of the execution hereof.

In case of any such consolidation or merger or any sale, lease,
exchange or other disposition of all or substantially all of the property and
assets of either of the Issuers, such changes in phraseology and form (but
not in substance) may be made in the Securities, thereafter to be issued, as
may be appropriate.

SECTION 9.3 Opinion of Counsel to be Given Trustee. The Trustee,
subject to Sections 6.1 and 6.2, shall receive an Officers' Certificate and
Opinion of Counsel as conclusive evidence that any such consolidation,
<PAGE>
merger, sale, lease, exchange or other disposition and any such assumption
complies with the provisions of this Article Nine.

ARTICLE TEN
SATISFACTION AND DISCHARGE OF INDENTURE;
COVENANT DEFEASANCE; UNCLAIMED MONEYS

SECTION 10.1 Satisfaction and Discharge of Indenture. (a) If at
any time (i) the Issuers shall have paid or caused to be paid the principal
of, premium, if any, and interest, if any, on all the Securities Outstanding
(other than Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 2.9) as and when the same
shall have become due and payable, or (ii) the Issuers shall have delivered
to the Trustee for cancellation all Securities theretofore authenticated
(other than Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 2.9); and if, in any such
case, the Issuers shall also pay or cause to be paid all other sums payable
hereunder by the Issuers (including all amounts payable to the Trustee
pursuant to Section 6.6), then this Indenture shall cease to be of further
effect, and the Trustee, on demand of the Issuers accompanied by an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the satisfaction and discharge contemplated by this
provision have been complied with, and at the cost and expense of the
Issuers, shall execute proper instruments acknowledging such satisfaction and
discharging this Indenture. 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.

(b) If at any time (i) the Issuers shall have paid or caused to be
paid the principal of, premium, if any, and interest, if any, on all the
Securities of any series Outstanding (other than Securities of such series
which have been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 2.9) as and when the same shall have become due
and payable, or (ii) 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 have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.9), or (iii) in
the case of any series of Securities with respect to which the exact amount
described in clause (B) below can be determined at the time of making the
deposit referred to in such clause (B), (A) all the Securities of such series
not theretofore delivered to the Trustee for cancellation shall have become
due and payable, or by their terms are to become due and payable within one
year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and (B)
the Issuers shall have irrevocably deposited or caused to be deposited with
the Trustee as funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of Securities of such series,
cash in an amount (other than moneys repaid by the Trustee or any paying
agent to the Issuers in accordance with Section 10.4) or non-callable, non-
prepayable bonds, notes, bills or other similar obligations issued or
guaranteed by the United States government or any agency thereof the full and
timely payment of which are backed by the full faith and credit of the United
States ("U.S. Government Obligations"), maturing as to principal and
interest, if any, at such times and in such amounts as will insure the
availability of cash, or a combination thereof, sufficient in the opinion of
<PAGE>
a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay (1) the
principal of, premium, if any, and interest, if any, on all Securities of
such series on each date that such principal of, premium, if any, or
interest, if any, is due and payable, and (2) any mandatory sinking fund
payments on the dates on which such payments are due and payable in
accordance with the terms of the Indenture and the Securities of such series;
then the Issuers shall be deemed to have paid and discharged the entire
indebtedness on all the Securities of such series on the date of the deposit
referred to in clause (B) above and the provisions of this Indenture with
respect to the Securities of such series shall no longer be in effect
(except, in the case of clause (iii) of this Section 10.1(b), as to (I)
rights of registration of transfer and exchange of Securities of such series,
(II) rights of substitution of mutilated, defaced, destroyed, lost or stolen
Securities of such series, (III) rights of Holders of Securities of such
series to receive payments of principal thereof and premium, if any, and
interest, if any, thereon upon the original stated due dates therefor (but
not upon acceleration), and remaining rights of the Holders of Securities of
such series to receive mandatory sinking fund payments thereon, if any, when
due, (IV) the rights, obligations, duties and immunities of the Trustee
hereunder, (V) the rights of the Holders of Securities of such series as
beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them and (VI) the obligations of the Issuers
under Section 3.2 with respect to Securities of such series) and the Trustee,
on demand of the Issuers accompanied by an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent contemplated
by this provision have been complied with, and at the cost and expense of the
Issuers, shall execute proper instruments acknowledging the same.

(c) The following provisions shall apply to the Securities of each
series unless specifically otherwise provided in a Board Resolution,
Officers' Certificate or indenture supplemental hereto provided pursuant to
Section 2.3. In addition to discharge of the Indenture pursuant to the next
preceding paragraph, in the case of any series of Securities with respect to
which the exact amount described in subparagraph (A) below can be determined
at the time of making the deposit referred to in such subparagraph (A), the
Issuers shall be deemed to have paid and discharged the entire indebtedness
on all the Securities of such a series on the 91st day after the date of the
deposit referred to in subparagraph (A) below, and the provisions of this
Indenture with respect to the Securities of such series shall no longer be in
effect (except as to (i) rights of registration of transfer and exchange of
Securities of such series, (ii) substitution of mutilated, defaced,
destroyed, lost or stolen Securities of such series, (iii) rights of Holders
of Securities of such series to receive payments of principal thereof,
premium, if any, and interest, if any, thereon upon the original stated due
dates therefor (but not upon acceleration), and remaining rights of the
Holders of Securities of such series to receive mandatory sinking fund
payments, if any, (iv) the rights, obligations, duties and immunities of the
Trustee hereunder, (v) the rights of the Holders of Securities of such series
as beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them and (vi) the obligations of the Issuers
under Section 3.2 with respect to Securities of such series) and the Trustee,
on demand of the Issuers accompanied by an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent contemplated
by this provision have been complied with, and at the cost and expense of the
Issuers, shall execute proper instruments acknowledging the same, if
<PAGE>
(A) with reference to this provision the Issuers have irrevocably
deposited or caused to be irrevocably deposited with the Trustee as
funds in trust, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of Securities of such series (1)
cash in an amount, or (2) U.S. Government Obligations, maturing as to
principal and interest, if any, at such times and in such amounts as
will insure the availability of cash, or (3) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay (I) the principal of, premium,
if any, and interest, if any, on all Securities of such series on each
date that such principal or interest, if any, is due and payable, and
(II) any mandatory sinking fund payments on the dates on which such
payments are due and payable in accordance with the terms of the
Indenture and the Securities of such series;

(B) such deposit will not result in a breach or violation of, or
constitute a default under, any agreement or instrument to which either
of the Issuers is a party or by which either of the Issuers is bound;
and

(C) the Issuers have delivered to the Trustee an Opinion of
Counsel based on the fact that (1) the Issuers have received from, or
there has been published by, the Internal Revenue Service a ruling or
(2), since the date hereof, there has been a change in the applicable
United States federal income tax law, in either case to the effect that,
and such opinion shall confirm that, the 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 amount 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.

SECTION 10.2 Application by Trustee of Funds Deposited for Payment
of Securities. Subject to Section 10.4, all moneys and U.S. Government
Obligations deposited with the Trustee pursuant to Section 10.1 shall be held
in trust, and such moneys and all moneys from such U.S. Government
Obligations shall be applied by it to the payment, either directly or through
any paying agent (including the Issuers acting as their own paying agent), to
the Holders of the particular Securities of such series for the payment or
redemption of which such moneys and U.S. Government Obligations have been
deposited with the Trustee, of all sums due and to become due thereon for
principal and interest, if any, but such moneys and U.S. Government
Obligations need not be segregated from other funds except to the extent
required by law.

SECTION 10.3 Repayment of Moneys Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture with respect
to Securities of any series, all moneys then held by any paying agent under
the provisions of this Indenture with respect to such series of Securities
shall, upon demand of the Issuers, be repaid to it or paid to the Trustee and
thereupon such paying agent shall be released from all further liability with
respect to such moneys.

SECTION 10.4 Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or
any paying agent for the payment of the principal of, premium, if any, or
<PAGE>
interest, if any, on any Security of any series and not applied but remaining
unclaimed for two years after the date upon which such principal, premium, if
any, or interest, if any, shall have become due and payable, shall, upon the
written request of the Issuers and unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, be
repaid to the Issuers by the Trustee for such series or such paying agent and
the Holder of the Securities 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 any
paying agent with respect to such moneys shall thereupon cease.

SECTION 10.5 Indemnity for U.S. Government Obligations. The
Issuers shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 10.1 or the principal or interest received in
respect of such obligations.

ARTICLE ELEVEN
MISCELLANEOUS PROVISIONS

SECTION 11.1 Partners, Incorporators, Stockholders, Officers and
Directors of Issuers Exempt from Individual Liability. No recourse under or
upon any obligation, covenant or agreement contained in this Indenture, or in
any Security, or because of any indebtedness evidenced thereby, shall be had
against any incorporator, as such or against any past, present or future
stockholder, officer or director, as such, of either of the Issuers or any
partner of either of the Issuers or of any successor, either directly or
through the Issuers or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities by the
Holders thereof and as part of the consideration for the issue of the
Securities.

SECTION 11.2 Provisions of Indenture for the Sole Benefit of
Parties and Holders of Securities. Nothing in this Indenture or in the
Securities, expressed or implied, shall give or be construed to give to any
Person, other than the parties hereto and their successors and the Holders of
the Senior Indebtedness and the Holders of the Securities, any legal or
equitable right, remedy or claim under this Indenture or under any covenant
or provision herein contained, all such covenants and provisions being for
the sole benefit of the parties hereto and their successors and of the
Holders of the Securities.

SECTION 11.3 Successors and Assigns of Issuer Bound by Indenture.
All the covenants, stipulations, promises and agreements in this Indenture
contained by or on behalf of the Issuers shall bind their successors and
assigns, whether so expressed or not.

SECTION 11.4 Notices and Demands on Issuers, Trustee and Holders
of Securities. Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the
Holders of Securities to or on the Issuers, or as required pursuant to the
Trust Indenture Act of 1939, may be given or served by being deposited
postage prepaid, first-class mail (except as otherwise specifically provided
<PAGE>
herein) addressed, in the case of TEC (until another address of TEC is filed
by TEC with the Trustee), to Triton Energy Corporation, 6688 North Central
Expressway, Suite 1400, Dallas, Texas 75206-9926, Attention: Chairman of the
Board, and in the case of TEL (until another address of TEL is filed by TEL
with the Trustee), to Triton Energy Limited, Caledonian House, Mary Street,
P.O. Box 1043, George Town, Grand Cayman, Cayman Islands. Any notice,
direction, request or demand by the Issuers or any Holder of Securities to or
upon the Trustee shall be deemed to have been sufficiently given or served by
being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Trustee
is filed by the Trustee with the Issuer) to United States Trust Company of
New York, 114 West 47th Street, New York, New York 10036
______________________, _______________, _______________, Attention:
Corporate Trust Department.

Where this Indenture provides for notice to Holders of Securities,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each
Holder entitled thereto, at his last address as it appears in the Security
register. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.

In case, by reason of the suspension of or irregularities in
regular mail service, it shall be impracticable to mail notice to the Issuers
when such notice is required to be given pursuant to any provision of this
Indenture, then any manner of giving such notice as shall be reasonably
satisfactory to the Trustee shall be deemed to be sufficient notice.

SECTION 11.5 Officers' Certificates and Opinions of Counsel;
Statements to Be Contained Therein. Upon any application or demand by the
Issuers to the Trustee to take any action under any of the provisions of this
Indenture, or as required pursuant to the Trust Indenture Act of 1939, the
Issuers shall furnish to the Trustee an Officers' Certificate stating that
all conditions precedent provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent have been
complied with, except that in the case of any such application or demand as
to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or
demand, no additional certificate or opinion need be furnished.

Each certificate or opinion provided for in this Indenture (other
than a certificate provided pursuant to Section 4.3(d)) and delivered to the
Trustee with respect to compliance with a condition or covenant provided for
in this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
opinion as to whether or not such covenant or condition has been complied
with, and (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.
<PAGE>
Any certificate, statement or opinion of an officer of either of
the Issuers may be based, insofar as it relates to legal matters, upon a
certificate or opinion of or representations by counsel, unless such officer
knows that the certificate or opinion or representations with respect to the
matters upon which his certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know
that the same are erroneous. Any certificate, statement or opinion of
counsel may be based, insofar as it relates to factual matters, on
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 such Issuer, unless such counsel knows that the certificate,
statement or opinion or representations with respect to the matters upon
which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same
are erroneous.

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

Any certificate or opinion of any independent firm of public
accountants filed with and directed to the Trustee shall contain a statement
that such firm is independent.

SECTION 11.6 Payments Due on Saturdays, Sundays and Holidays. If
the date of maturity of principal of or interest, if any, on the Securities
of any series or the date fixed for redemption, purchase or repayment of any
such Security shall not be a Business Day, then payment of interest, if any,
premium, if any, or principal need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made
on the date of maturity or the date fixed for redemption, purchase or
repayment, and, in the case of payment, no interest shall accrue for the
period after such date.

SECTION 11.7 Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939. If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with another provision included in
this Indenture which is required to be included herein by any of Sections 310
to 317, inclusive, or is deemed applicable to this Indenture by virtue of the
provisions, of the Trust Indenture Act of 1939, such required provision shall
control.

SECTION 11.8 GOVERNING LAW. THIS INDENTURE AND EACH SECURITY
SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND
FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.

SECTION 11.9 Submission to Jurisdiction. TEL hereby irrevocably
submits to the jurisdiction of the courts of the State of New York and of the
courts of the United States of America having jurisdiction in the State of
New York for the purpose of any legal action or proceeding in any such court
with respect to, or arising out of, this Indenture or the Securities. TEL
<PAGE>
designates and appoints Triton Energy Corporation, 6688 North Central
Expressway, Suite 1400, Dallas, Texas 75206-9926, Attention: Robert B.
Holland, III and its successors as TEL's lawful agent in the United States of
America upon which may be served, and which may accept and acknowledge, for
and on behalf of TEL all process in any action, suit or proceedings that may
be brought against TEL in any of the courts referred to in this Section, and
agrees that such service of process, or the acceptance or acknowledgement
thereof by said agent, shall be valid, effective and binding in every
respect; provided, however, that if said agency shall cease for any reason
whatsoever, TEL hereby designates and appoints, without power of revocation,
the Secretary of State of the State of New York to serve as its agent for
service of process. Nothing contained in this Section 11.9 shall limit the
right of the Holders of the Securities or any of them to take proceedings
against TEL in any other court of competent jurisdiction nor, by virtue of
anything contained herein, shall the taking of proceedings in one or more
jurisdictions preclude the taking of proceedings in any other jurisdiction
whether concurrently or not.

SECTION 11.11 Effect of Headings. The Article and Section
headings herein and the Table of Contents are for convenience only and shall
not affect the construction hereof.

ARTICLE TWELVE
REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.1 Applicability of Article. The provisions of this
Article shall be applicable to the Securities of any series which are
redeemable before their maturity or to any sinking fund for the retirement of
Securities of a series except as otherwise specified, as contemplated by
Section 2.3 for Securities of such series.

The notice of redemption to each such Holder shall specify (i) the
principal amount of each Security of such series held by such Holder to be
redeemed, (ii) the date fixed for redemption, (iii) the redemption price,
(iv) the place or places of payment, (v) the CUSIP number relating to such
Securities, (vi) that payment will be made upon presentation and surrender of
such Securities, (vii) whether such redemption is pursuant to the mandatory
or optional sinking fund, or both, if such be the case, (viii) whether
interest, if any, (or, in the case of Original Issue Discount Securities,
<PAGE>
original issue discount) accrued to the date fixed for redemption will be
paid as specified in such notice and (ix) whether on and after said date
interest, if any, (or, in the case of Original Issue Discount Securities,
original issue discount) thereon or on the portions thereof to be redeemed
will cease to accrue. In case any Security of a series is to be redeemed in
part only, the notice of redemption shall state the portion of the principal
amount thereof to be redeemed and shall state that on and after the date
fixed for redemption, upon surrender of such Security, a new Security or
Securities of such series in principal amount equal to the unredeemed portion
thereof will be issued.

The notice of redemption of Securities of any series to be redeemed
at the option of the Issuers shall be given by the Issuers or, at the
Issuers' request, by the Trustee in the name and at the expense of the
Issuers.

On or before the redemption date specified in the notice of
redemption given as provided in this Section 12.2, the Issuers will deposit
with the Trustee or with one or more paying agents (or, if the Issuers are
acting as their own paying agent, set aside, segregate and hold in trust as
provided in Section 3.5) an amount of money sufficient to redeem on the
redemption date all the Securities of such series so called for redemption at
the appropriate redemption price, together with accrued interest, if any, to
the date fixed for redemption. The Issuers will deliver to the Trustee at
least 45 days prior to the date fixed for redemption (unless a shorter notice
period shall be satisfactory to the Trustee) an Officers' Certificate stating
the aggregate principal amount of Securities to be redeemed. In case of a
redemption at the election of the Issuers prior to the expiration of any
restriction on such redemption, the Issuers shall deliver to the Trustee,
prior to the giving of any notice of redemption to Holders pursuant to this
Section, an Officers' Certificate stating that such restriction has been
complied with.

SECTION 12.3 Payment of Securities Called for Redemption. If
notice of redemption has been given as provided by this Article Twelve, the
Securities or portions of Securities specified in such notice shall become
due and payable on the date and at the place or places stated in such notice
at the applicable redemption price, together with interest, if any accrued to
the date fixed for redemption, and on and after said date (unless the Issuers
shall default in the payment of such Securities at the redemption price,
together with interest, if any, accrued to said date) interest, if any (or,
in the case of Original Issue Discount Securities, original issue discount),
on the Securities or portions of Securities so called for redemption shall
cease to accrue, and such Securities shall cease from and after the date
<PAGE>
fixed for redemption (unless an earlier date shall be specified in a Board
Resolution, Officers' Certificate or executed supplemental indenture referred
to in Sections 2.1 and 2.3 by or pursuant to which the form and terms of the
Securities of such series were established) except as provided in Sections
6.5 and 10.4, to be entitled to any benefit or security under this Indenture,
and the Holders thereof shall have no right in respect of such Securities
except the right to receive the redemption price thereof and unpaid interest,
if any, to the date fixed for redemption. On presentation and surrender of
such Securities at a place of payment specified in said notice, said
Securities or the specified portions thereof shall be paid and redeemed by
the Issuers at the applicable redemption price, together with interest, if
any, accrued thereon to the date fixed for redemption; provided that payment
of interest, if any, becoming due on or prior to the date fixed for
redemption shall be payable to the Holders of Securities registered as such
on the relevant record date subject to the terms and provisions of Sections
2.3 and 2.7 hereof.

Upon presentation of any Security redeemed in part only, the
Issuers shall execute and the Trustee shall authenticate and deliver to or on
the order of the Holder thereof, at the expense of the Issuers, a new
Security or Securities of such series, and of like tenor, of authorized
denominations, in principal amount equal to the unredeemed portion of the
Security so presented.

SECTION 12.5 Mandatory and Optional Sinking Funds. The minimum
amount of any sinking fund payment provided for by the terms of the
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by
the terms of the Securities of any series is herein referred to as an
"optional sinking fund payment." The date on which a sinking fund payment is
to be made is herein referred to as the "sinking fund payment date."

On or before the 60th day next preceding each sinking fund payment
date for any series, the Issuers will deliver to the Trustee an Officers'
Certificate (a) specifying the portion of the mandatory sinking fund payment
to be satisfied by payment of cash and the portion to be satisfied by credit
of Securities of such series and the basis for such credit, (b) stating that
none of the Securities of such series to be so credited has theretofore been
so credited, (c) stating that no defaults in the payment of interest or
Events of Default with respect to such series have occurred (which have not
been waived or cured or otherwise ceased to exist) and are continuing, and
(d) stating whether or not the Issuers intend to exercise their right to make
an optional sinking fund payment with respect to such series and, if so,
specifying the amount of such optional sinking fund payment which the Issuers
intend to pay on or before the next succeeding sinking fund payment date.
Any Securities of such series to be credited and required to be delivered to
the Trustee in order for the Issuers to be entitled to credit therefor as
aforesaid which have not theretofore been delivered to the Trustee shall be
delivered for cancellation pursuant to Section 2.10 to the Trustee with such
Officers' Certificate (or reasonably promptly thereafter if acceptable to the
Trustee). Such Officers' Certificate shall be irrevocable and upon its
receipt by the Trustee the Issuers shall become unconditionally obligated to
make all the cash payments or payments therein referred to, if any, on or
before the next succeeding sinking fund payment date. Failure of the
Issuers, on or before any such 60th day, to deliver such Officers'
Certificate and Securities (subject to the parenthetical clause in the second
preceding sentence) specified in this paragraph, if any, shall not constitute
a default but shall constitute, on and as of such date, the irrevocable
election of the Issuers (i) that the mandatory sinking fund payment for such
series due on the next succeeding sinking fund payment date shall be paid
entirely in cash without the option to deliver or credit Securities of such
series in respect thereof, and (ii) that the Issuers will make no optional
sinking fund payment with respect to such series as provided in this Section
12.5.

If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date
plus any unused balance of any preceding sinking fund payments made in cash
shall exceed $50,000, or a lesser sum if the Issuers shall so request with
respect to the Securities of any particular series, such cash shall be
applied on the next succeeding sinking fund payment date to the redemption of
Securities of such series at the sinking fund redemption price together with
accrued interest, if any, to the date fixed for redemption. If such amount
shall be $50,000 or less and the Issuers make no such request, then it shall
be carried over until a sum in excess of $50,000 is available. The Trustee
shall select, in the manner provided in Section 12.2, for redemption on such
sinking fund payment date a sufficient principal amount of Securities of such
series to absorb said cash, as nearly as may be, and shall (if requested in
writing by the Issuers) inform the Issuers of the serial numbers of the
Securities of such series (or portions thereof) so selected. The Issuers, or
the Trustee, in the name and at the expense of the Issuers (if the Issuers
shall so request the Trustee in writing) shall cause notice of redemption of
the Securities of such series to be given in substantially the manner
<PAGE>
provided in Section 12.2 (and with the effect provided in Section 12.3) for
the redemption of Securities of such series in part at the option of the
Issuers. The amount of any sinking fund payments not so applied or allocated
to the redemption of Securities of such series shall be added to the next
cash sinking fund payment for such series and, together with such payment,
shall be applied in accordance with the provisions of this Section 12.5. Any
and all sinking fund moneys held on the stated maturity date of the
Securities of any particular series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of particular
Securities of such series shall be applied, together with other moneys, if
necessary, sufficient for the purpose, to the payment of the principal of,
and interest, if any, on, the Securities of such series at maturity.

On or before each sinking fund payment date, the Issuers shall pay
to the Trustee in cash or shall otherwise provide for the payment of all
interest, if any, accrued to the date fixed for redemption on Securities to
be redeemed on such sinking fund payment date.

The Trustee shall not redeem or cause to be redeemed any Securities
of a series with sinking fund moneys or give any notice of redemption of
Securities for such series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default with respect to such series except that, where the giving of
notice of redemption of any Securities shall theretofore have been made, the
Trustee shall redeem or cause to be redeemed such Securities, provided that
it shall have received from the Issuers a sum sufficient for such redemption.
Except as aforesaid, and subject to Article Thirteen, any moneys in the
sinking fund for such series at the time when any such default or Event of
Default known to a Responsible Officer of the Trustee shall occur, and any
moneys thereafter paid into the sinking fund, shall, during the continuance
of such default or Event of Default, be deemed to have been collected under
Article Five and held for the payment of all such Securities. In case such
Event of Default shall have been waived as provided in Article Five or the
default cured on or before the 60th day preceding the sinking fund payment
date in any year, such moneys shall thereafter be applied on the next
succeeding sinking fund payment date in accordance with this Section to the
redemption of such Securities.

ARTICLE THIRTEEN
SUBORDINATION

SECTION 13.1 Securities Subordinated to Senior Indebtedness. (a)
The Issuers covenant and agree, and each Holder of Securities of each series,
by his acceptance thereof, likewise covenants and agrees, that anything in
this Indenture or the Securities of any series to the contrary
notwithstanding, the indebtedness evidenced by the Securities of each series
is subordinate and junior in right of payment, to the extent provided herein,
to all Senior Indebtedness, whether outstanding on the date of execution of
this Indenture or thereafter created, incurred or assumed, and that the
subordination is for the benefit of the holders of Senior Indebtedness but
the Securities shall in all respects rank pari passu with all other Senior
Subordinated Indebtedness. The Securities shall rank senior to all existing
and future Indebtedness that is neither Senior Indebtedness nor Senior
Subordinated Indebtedness and only Indebtedness of an Issuer that is Senior
Indebtedness of such Issuer shall rank senior to the Securities in accordance
with the provisions set forth herein.
<PAGE>
(b) Subject to Section 13.4, if (i) either Issuer shall default in
the payment of any principal of, premium, if any, or interest, if any, on any
Senior Indebtedness of such Issuer when the same becomes due and payable,
whether at maturity or at a date fixed for prepayment or by declaration of
acceleration or otherwise, or (ii) any other default shall occur with respect
to Senior Indebtedness of such Issuer and the maturity of such Senior
Indebtedness has been accelerated in accordance with its terms, then, upon
written notice of such default to such Issuer and the Trustee by the holders
of Senior Indebtedness of such Issuer or any trustee therefor, unless and
until, in either case, the default has been cured or waived or has ceased to
exist, or, any such acceleration has been rescinded or such Senior
Indebtedness has been paid in full, no direct or indirect payment (in cash,
property, securities, by set-off or otherwise) shall be made or agreed to be
made on account of the principal of, premium, if any, or interest, if any, on
any of the Securities, or in respect of any redemption, retirement, purchase
or other acquisition of any of the Securities other than those made in
capital stock of TEL (or cash in lieu of fractional shares thereof).

(c) If any default (other than a default described in paragraph
(b) of this Section 13.1) shall occur under the Senior Indebtedness of an
Issuer, pursuant to which the maturity thereof may be accelerated immediately
without further notice (except such notice as may be required to effect such
acceleration) or the expiration of any applicable grace periods occurs (a
"Senior Nonmonetary Default"), then, upon the receipt by such Issuer and the
Trustee of written notice thereof (a "Payment Notice") from or on behalf of
holders of such Senior Indebtedness specifying an election to prohibit such
payment and other action by such Issuer in accordance with the following
provisions of this paragraph (c), such Issuer may not make any payment or
take any other action that would be prohibited by paragraph (b) of this
Section 13.1 during the period (the "Payment Blockage Period") commencing on
the date of receipt of such Payment Notice and ending on the earlier of (i)
the date, if any, on which the holders of such Senior Indebtedness or their
representative notify the Trustee that such Senior Nonmonetary Default is
cured or waived or ceases to exist or the Senior Indebtedness to which such
Senior Nonmonetary Default relates is discharged or (ii) the 179th day after
the date of receipt of such Payment Notice. Notwithstanding the provisions
described in the immediately preceding sentence, such Issuer may resume
payments on the Securities following such Payment Blockage Period.

(d) If (i) (A) without the consent of an Issuer, a receiver,
conservator, liquidator or trustee of such Issuer or of any of its property
is appointed by the order or decree of any court or agency or supervisory
authority having jurisdiction, and such decree or order remains in effect for
more than 60 days or (B) such Issuer is adjudicated bankrupt or insolvent or
(C) any of its property is sequestered by court order and such order remains
in effect for more than 60 days or (D) a petition is filed against such
Issuer under any state or federal bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution, liquidation or receivership
law of any jurisdiction whether now or hereafter in effect (including without
limitation the Bankruptcy Code), and is not dismissed within 60 days after
such filing; or (ii) an Issuer (A) commences a voluntary case or other
proceeding seeking liquidation, reorganization, arrangement, insolvency,
readjustment of debt, dissolution, liquidation or other relief with respect
to itself or its debt or other liabilities under any bankruptcy, insolvency
or other similar law now or hereafter in effect (including without limitation
the Bankruptcy Code) or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part
<PAGE>
of its property, or (B) consents to any such relief or to the appointment of
or taking possession by any such official in an involuntary case or other
proceeding commenced against it, or (C) fails generally to, or cannot, pay
its debts generally as they become due or (D) takes any corporate action to
authorize or effect any of the foregoing; or (iii) any Subsidiary of an
Issuer takes, suffers or permits to exist any of the events or conditions
referred to in the foregoing clause (i) or (ii), then all Senior Indebtedness
of such Issuer (including any interest thereon accruing after the
commencement of any such proceedings) shall first be paid in full before any
payment or distribution, whether in cash, securities or other property, shall
be made by any Issuer to any Holder of any Securities on account thereof.
Any payment or distribution, whether in cash, securities or other property
(other than securities of such Issuer or any other corporation provided for
by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in these subordination
provisions with respect to the indebtedness evidenced by the Securities to
the payment of all Senior Indebtedness of such Issuer then outstanding and to
any securities issued in respect thereof under any such plan of
reorganization or adjustment) which would otherwise (but for these
subordination provisions) be payable or deliverable in respect of the
Securities of any series shall be paid or delivered directly to the holders
of Senior Indebtedness of such Issuer in accordance with the priorities then
existing among such holders until all Senior Indebtedness of such Issuer
(including any interest thereon accruing after the commencement of any such
proceedings) shall have been paid in full. In the event of any such
proceeding, after payment in full of all sums owing with respect to Senior
Indebtedness of such Issuer, the Holders of the Securities, together with the
holders of any obligations of such Issuer ranking on a parity with the
Securities, shall be entitled to be paid from the remaining assets of such
Issuer the amounts at the time due and owing on account of unpaid principal
of and interest, if any, on the Securities and such other obligations before
any payment or other distribution, whether in cash, property or otherwise,
shall be made on account of any capital stock or any obligations of such
Issuer ranking junior to the Securities and such other obligations.

(e) If, notwithstanding the foregoing, any payment or distribution
of any character, whether in cash, securities or other property (other than
securities of such Issuer or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least
to the extent provided in the subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior
Indebtedness of such Issuer then outstanding and to any securities issued in
respect thereof under any such plan of reorganization or readjustment), shall
be received by the Trustee or any Holder in contravention of any of the terms
hereof, such payment or distribution of securities shall be received in trust
for the benefit of and shall be paid over or delivered and transferred to the
holders of the Senior Indebtedness of such Issuer then outstanding in
accordance with the priorities then existing among such holders for
application to the payment of all Senior Indebtedness of such Issuer
remaining unpaid, to the extent necessary to pay all such Senior Indebtedness
of such Issuer in full. In the event of the failure of the Trustee or any
Holder to endorse or assign any such payment, distribution or security, each
holder of Senior Indebtedness of such Issuer is hereby irrevocably authorized
to endorse or assign the same.

(f) No present or future holder of any Senior Indebtedness of such
Issuer shall be prejudiced in the right to enforce subordination of the
<PAGE>
indebtedness evidenced by the Securities by any act or failure to act on the
part of such an Issuer or any Holder of Securities. Nothing contained herein
shall impair, as between the Issuers and the Holders of Securities of each
series, the obligation of each of the Issuers to pay to such Holders the
principal of and interest, if any, on such Securities or prevent the Trustee
or the Holder from exercising all rights, powers and remedies otherwise
permitted by applicable law or hereunder upon a default or Event of Default
hereunder, all subject to the rights of the holders of the Senior
Indebtedness of such Issuer to remove cash, securities or other property
otherwise payable or deliverable to the Holders.

(g) Senior Indebtedness shall not be deemed to have been paid in
full unless the holders thereof shall have received cash, securities or other
property equal to the amount of such Senior Indebtedness of such Issuer then
outstanding. Upon the payment in full of all Senior Indebtedness of an
Issuer, the Holders of Securities of each series shall be subrogated to all
rights of any holders of such Senior Indebtedness to receive any further
payment or distributions applicable to such Senior Indebtedness until the
indebtedness evidenced by the Securities of such series shall have been paid
in full and such payments or distributions received by such Holders, by
reason of such subrogation, of cash, securities or other property which
otherwise would be paid or distributed to the holders of such Senior
Indebtedness, shall, as between such Issuer and its creditors other than the
holders of such Senior Indebtedness, on the one hand, and such Holders, on
the other hand, be deemed to be a payment by such Issuer on account of Senior
Indebtedness, and not on account of the Securities of such series.

(h) The provisions of this Section 13.1 shall not impair any
rights, interests, remedies or powers of any secured creditor of the Issuers
in respect of any security interest the creation of which is not prohibited
by the provisions of this Indenture.

(i) The securing of any obligations of the Issuers, otherwise
ranking on a parity with the Securities or ranking junior to the Securities,
shall not be deemed to prevent such obligations from constituting,
respectively, obligations ranking on a parity with the Securities or ranking
junior to the Securities.

SECTION 13.2 Reliance on Certificate of Liquidating Agent; Further
Evidence as to Ownership of Senior Indebtedness of the Issuer. Upon any
payment or distribution of assets of an Issuer, the Trustee and the Holders
shall be entitled to rely upon an order or decree issued by any court of
competent jurisdiction in which such dissolution or winding up or liquidation
or reorganization or arrangement proceedings are pending or upon a
certificate of the bankruptcy trustee, receiver, assignee for the benefit of
creditors or other Person making such payment or distribution, delivered to
the Trustee or to the Holders, for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of the Senior
Indebtedness of such Issuer and other indebtedness of such Issuer, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article Thirteen. In the
absence of any such bankruptcy trustee, receiver, assignee or other Person,
the Trustee shall be entitled to rely upon written notice by a Person
representing himself to be a holder of such Senior Indebtedness (or a trustee
or representative on behalf of such holder) as evidence that such Person is a
holder of such Senior Indebtedness (or is such a trustee or representative).
If the Trustee determines, in good faith, that further evidence is required
<PAGE>
with respect to the right of any Person as a holder of such Senior
Indebtedness to participate in any payment or distributions pursuant to this
Article Thirteen, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such Person, as to the extent to which such Person is
entitled to participate in such payment or distribution, and to other facts
pertinent to the rights of such Person under this Article Thirteen, and if
such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to
receive such payment.

SECTION 13.3 Payment Permitted If No Default. Nothing contained
in this Article Thirteen or elsewhere in this Indenture, or in any of the
Securities, shall prevent (a) the Issuers at any time, except during the
pendency of any default with respect to Senior Indebtedness of an Issuer
described in Section 13.1(b) or Section 13.1(c) or of any of the events
described in Section 13.1(d), from making payments of the principal of or
interest, if any, on the Securities, or (b) the application by the Trustee or
any paying agent of any moneys deposited with it hereunder to payments of the
principal of or interest, if any, on the Securities, if, at the time of such
deposit, the Trustee or such paying agent, as the case may be, did not have
the written notice provided for in Section 13.5 of any event prohibiting the
making of such deposit, or if, at the time of such deposit (whether or not in
trust) by the Issuers with the Trustee or paying agent (other than the
Issuers) such payment would not have been prohibited by the provisions of
this Article Thirteen, and the Trustee or any paying agent shall not be
affected by any notice to the contrary received by it on or after such date.

SECTION 13.4 Disputes with Holders of Certain Senior Indebtedness
of the Issuer. Any failure by an Issuer to make any payment on or under any
Senior Indebtedness of such Issuer, other than any Senior Indebtedness of
such Issuer as to which the provisions of this Section 13.4 shall have been
waived by such Issuer in the instrument or instruments by which such Issuer
incurred, assumed, guaranteed or otherwise created such Senior Indebtedness,
shall not be deemed a default under Section 13.1 hereof if (i) such Issuer
shall be disputing its obligation to make such payment or perform such
obligation, and (ii) either (A) no final judgment relating to such dispute
shall have been issued against such Issuer which is in full force and effect
and is not subject to further review, including a judgment that has become
final by reason of the expiration of the time within which a party may seek
further appeal or review, or (B) if a judgment that is subject to further
review or appeal has been issued, such Issuer shall in good faith be
prosecuting an appeal or other proceeding for review, and a stay of execution
shall have been obtained pending such appeal or review.

SECTION 13.5 Trustee Not Charged with Knowledge of Prohibition.
Anything in this Article Thirteen or elsewhere in this Indenture contained to
the contrary notwithstanding, 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 of moneys to or by the Trustee and shall be entitled to assume
conclusively that no such facts exist and that no event specified in clauses
(b) and (c) of Section 13.1 has happened unless and until the Trustee shall
have received an Officers' Certificate to the effect or notice in writing to
that effect signed by or on behalf of the holder or holders, or the
representatives, of Senior Indebtedness of an Issuer who shall have been
certified by such Issuer or otherwise established to the reasonable
satisfaction of the Trustee to be such holder or holders or representatives
<PAGE>
or from any trustee under any indenture pursuant to which such Senior
Indebtedness of the Issuer shall be outstanding; provided, however, that, if
the Trustee shall not have received the Officers' Certificate or notice
provided for in this Section 13.5 at least three Business Days preceding the
date upon which by the terms hereof any moneys become payable for any purpose
(including, without limitation, the payment of either the principal of or
interest, if any, on any Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such moneys and apply the same to the purpose for which they were
received and shall not be affected by any notice to the contrary that may be
received by it within three Business Days preceding such date. Each of the
Issuers shall give prompt written notice to the Trustee and to each paying
agent of any facts that would prohibit any payment of moneys to or by the
Trustee or any paying agent, and the Trustee shall not be charged with
knowledge of the curing of any default or the elimination of any other fact
or condition preventing such payment or distribution unless and until the
Trustee shall have received an Officers' Certificate to such effect.

SECTION 13.6 Trustee to Effectuate Subordination. Each Holder of
Securities by his acceptance thereof authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to
effectuate the subordination as between such Holder and holders of Senior
Indebtedness of the Issuers as provided in this Article Thirteen and appoints
the Trustee its attorney-in-fact for any and all such purposes.

SECTION 13.7 Rights of Trustee as Holder of Senior Indebtedness of
the Issuer. The Trustee shall be entitled to all the rights set forth in
this Article Thirteen with respect to any Senior Indebtedness of the Issuers
which may at the time be held by it, to the same extent as any other holder
of such Senior Indebtedness and nothing in this Indenture shall deprive the
Trustee of any of its rights as such holder. Nothing in this Article
Thirteen shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 6.6.

SECTION 13.8 Article Applicable 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 Thirteen 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 the paying agent were
named in this Article Thirteen in addition to or in place of the Trustee;
provided, however, that Sections 13.5 and 13.7 shall not apply to the Issuers
if the Issuers act as paying agent.

SECTION 13.9 Subordination Rights Not Impaired by Acts or
Omissions of the Issuers or Holders of Senior Indebtedness. No right of any
present or future holders of any Senior Indebtedness of an Issuer to enforce
subordination as herein provided shall at any time in any way be prejudiced
or impaired by any act or failure to act on the part of an Issuer or by any
act or failure to act, in good faith, by any such holder, or by any
noncompliance by such Issuer with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof which any such holder may have
or be otherwise charged with. The holders of Senior Indebtedness of an
Issuer, may at any time or from time to time and in their absolute direction,
change the manner, place or terms of payment, change or extend the time of
payment of, or renew or alter, any such Senior Indebtedness, or amend or
supplement any instrument pursuant to which any such Senior Indebtedness is
<PAGE>
issued or by which it may be secured, or release any security therefor, or
exercise or refrain from exercising any other of their rights under such
Senior Indebtedness, including, without limitation, the waiver of default
thereunder, all without notice to or assent from the Holders of the
Securities or the Trustee and without affecting the obligations of the
Issuers, the Trustee or the Holders of Securities under this Article
Thirteen.

SECTION 13.10 Trustee Not Fiduciary for Holders of Senior
Indebtedness of the Issuer. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of the Senior Indebtedness of the Issuers, and
shall not be liable to any such holders if it shall mistakenly pay over or
distribute money or assets to Securityholders or the Issuers. With respect
to the holders of Senior Indebtedness of the Issuers, the Trustee undertakes
to perform or to observe only such of its covenants or obligations as are
specifically set forth in this Article Thirteen and no implied covenants or
obligations with respect to holders of such Senior Indebtedness shall be read
into this Indenture against the Trustee.

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

TRITON ENERGY LIMITED, as
Issuer

Attest:____________________ By:___________________________
Title: Title:

TRITON ENERGY CORPORATION, as Issuer

Attest:____________________ By:___________________________
Title: Title:

UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee

Attest:____________________ By:___________________________
Title: Title:
<PAGE>
Exhibit 4.4

TRITON ENERGY LIMITED,

as Issuer

TRITON ENERGY CORPORATION,

as Issuer

AND

UNITED STATES TRUST COMPANY OF NEW YORK,

as Trustee

Form of Senior Subordinated Indenture

Dated as of _______________ ____, 199_

<PAGE>
CROSS REFERENCE SHEET<F1>
_______________

Provisions of Trust Indenture Act of 1939 and Indenture dated as of
_________________, _____, 199_, among TRITON ENERGY LIMITED, TRITON ENERGY
CORPORATION and UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee:

Section of the Act Section of Indenture

310(a)(1), (2) and (5) . . . . . . . . . 6.9
310(a)(3) and (4) . . . . . . . . . . . . Inapplicable
310(b) . . . . . . . . . . . . . . . . . 6.8 and 6.10(a), (b) and (d)
310(c) . . . . . . . . . . . . . . . . . Inapplicable
311(a) . . . . . . . . . . . . . . . . . 6.13
311(b) . . . . . . . . . . . . . . . . . 6.13
311(c) . . . . . . . . . . . . . . . . . Inapplicable
312(a) . . . . . . . . . . . . . . . . . 4.1 and 4.2(a)
312(b) . . . . . . . . . . . . . . . . . 4.2(a) and (b)(i) and (ii)
312(c) . . . . . . . . . . . . . . . . . 4.2(c)
313(a) . . . . . . . . . . . . . . . . . 4.4(a)(i), (ii), (iii), (iv),
(v), (vi) and (vii)
313(a)(5) . . . . . . . . . . . . . . . . Inapplicable
313(b)(1) . . . . . . . . . . . . . . . . Inapplicable
313(b)(2) . . . . . . . . . . . . . . . . 4.4(b)
313(c) . . . . . . . . . . . . . . . . . 4.4(c)
313(d) . . . . . . . . . . . . . . . . . 4.4(d)
314(a) . . . . . . . . . . . . . . . . . 4.3
314(b) . . . . . . . . . . . . . . . . . Inapplicable
314(c)(1) and (2) . . . . . . . . . . . . 11.5
314(c)(3) . . . . . . . . . . . . . . . . Inapplicable
314(d) . . . . . . . . . . . . . . . . . Inapplicable
314(e) . . . . . . . . . . . . . . . . . 11.5
314(f) . . . . . . . . . . . . . . . . . Inapplicable
315(a), (c) and (d) . . . . . . . . . . . 6.1
315(b) . . . . . . . . . . . . . . . . . 5.8
315(e) . . . . . . . . . . . . . . . . . 5.9
316(a)(1) . . . . . . . . . . . . . . . . 5.7
316(a)(2) . . . . . . . . . . . . . . . . Not required
316(a) (last sentence) . . . . . . . . . 7.4
316(b) . . . . . . . . . . . . . . . . . 5.4
317(a) . . . . . . . . . . . . . . . . . 5.2
317(b) . . . . . . . . . . . . . . . . . 3.5(a)
318(a) . . . . . . . . . . . . . . . . . 11.7
<PAGE>
TABLE OF CONTENTS

Page

ARTICLE ONE
DEFINITIONS . . . . . . . . . . . . . . 1
SECTION 1.1 . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . 2
Bankruptcy Code . . . . . . . . . . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . 2
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . 2
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Consolidated Net Tangible Assets . . . . . . . . . . . . . . . . 2
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . 3
Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . 3
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Global Security . . . . . . . . . . . . . . . . . . . . . . . . 3
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Holder of Securities . . . . . . . . . . . . . . . . . . . . . . 3
Securityholder . . . . . . . . . . . . . . . . . . . . . . . . . 3
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Issuer Order . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . 4
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . 4
original issue date . . . . . . . . . . . . . . . . . . . . . . 5
original issue discount . . . . . . . . . . . . . . . . . . . . 5
Original Issue Discount Security . . . . . . . . . . . . . . . . 5
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Periodic Offering . . . . . . . . . . . . . . . . . . . . . . . 5
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . 6
principal . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
principal amount . . . . . . . . . . . . . . . . . . . . . . . . 6
record date . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . 6
Restricted Subsidiary . . . . . . . . . . . . . . . . . . . . . 6
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . 6
Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . 6
Senior Subordinated Indebtedness . . . . . . . . . . . . . . . . 7
Subordinated Indebtedness . . . . . . . . . . . . . . . . . . . 7
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Trust Indenture Act of 1939 . . . . . . . . . . . . . . . . . . 7
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Unrestricted Subsidiary . . . . . . . . . . . . . . . . . . . . 7
U.S. Government Obligations . . . . . . . . . . . . . . . . . . 7
vice president . . . . . . . . . . . . . . . . . . . . . . . . . 7
Yield to Maturity . . . . . . . . . . . . . . . . . . . . . . . 8
<PAGE>
ARTICLE TWO
SECURITIES . . . . . . . . . . . . . . 8
SECTION 2.1 Forms Generally . . . . . . . . . . . . . . . . . 8
SECTION 2.2 Form of Trustee's Certificate of
Authentication . . . . . . . . . . . . . . . 8
SECTION 2.3 Amount Unlimited Issuable in Series . . . . . . . 9
SECTION 2.4 Authentication and Delivery of Securities . . . . 11
SECTION 2.5 Execution of Securities . . . . . . . . . . . . . 14
SECTION 2.6 Certificate of Authentication . . . . . . . . . . 14
SECTION 2.7 Denomination and Date of Securities; Payments
of Interest . . . . . . . . . . . . . . . . . 15
SECTION 2.8 Registration, Transfer and Exchange . . . . . . . 15
SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and
Stolen Securities . . . . . . . . . . . . . . 17
SECTION 2.10 Cancellation of Securities; Disposition
Thereof . . . . . . . . . . . . . . . . . . . 18
SECTION 2.11 Temporary Securities . . . . . . . . . . . . . . 19
SECTION 2.12 CUSIP Numbers . . . . . . . . . . . . . . . . . . 19

ARTICLE THREE
COVENANTS OF THE ISSUERS . . . . . . . . . . 19
SECTION 3.1 Payment of Principal and Interest . . . . . . . . 19
SECTION 3.2 Offices for Notices and Payments, etc . . . . . . 19
SECTION 3.3 No Interest Extension . . . . . . . . . . . . . . 20
SECTION 3.4 Appointments to Fill Vacancies in Trustee's
Office . . . . . . . . . . . . . . . . . . . 20
SECTION 3.5 Provision as to Paying Agent . . . . . . . . . . 20
SECTION 3.6 Condition for Release of TEC . . . . . . . . . . 21

ARTICLE FOUR
SECURITYHOLDERS LISTS AND REPORTS BY THE
ISSUERS AND THE TRUSTEE . . . . . . . . . . . 21
SECTION 4.1 Issuers to Furnish Trustee Information as to
Names and Addresses of Securityholders . . . 21
SECTION 4.2 Preservation and Disclosure of
Securityholders Lists . . . . . . . . . . . . 21
SECTION 4.3 Reports by the Issuer . . . . . . . . . . . . . . 23
SECTION 4.4 Reports by the Trustee . . . . . . . . . . . . . 23

ARTICLE FIVE
REMEDIES OF THE TRUSTEE AND SECURITY HOLDERS
ON EVENT OF DEFAULT . . . . . . . . . . . . 24
SECTION 5.1 Events of Default . . . . . . . . . . . . . . . . 24
SECTION 5.2 Payment of Securities on Default; Suit
Therefor . . . . . . . . . . . . . . . . . . 26
SECTION 5.3 Application of Moneys Collected by Trustee . . . 28
SECTION 5.4 Proceedings by Securityholders . . . . . . . . . 29
SECTION 5.5 Proceedings by Trustee . . . . . . . . . . . . . 29
SECTION 5.6 Remedies Cumulative and Continuing . . . . . . . 29
SECTION 5.7 Direction of Proceedings; Waiver of Defaults
by Majority of Securityholders . . . . . . . 30
SECTION 5.8 Notice of Defaults . . . . . . . . . . . . . . . 30
SECTION 5.9 Undertaking to Pay Costs . . . . . . . . . . . . 31
<PAGE>
ARTICLE SIX
CONCERNING THE TRUSTEE . . . . . . . . . . . 31
SECTION 6.1 Duties and Responsibilities of the Trustee;
During Default; Prior to Default . . . . . . 31
SECTION 6.2 Certain Rights of the Trustee . . . . . . . . . . 32
SECTION 6.3 Trustee Not Responsible for Recitals,
Disposition of Securities or Application
of Proceeds Thereof . . . . . . . . . . . . . 33
SECTION 6.4 Trustee and Agents May Hold Securities;
Collections, etc. . . . . . . . . . . . . . . 33
SECTION 6.5 Moneys Held by Trustee . . . . . . . . . . . . . 34
SECTION 6.6 Compensation and Indemnification of Trustee
and Its Prior Claim . . . . . . . . . . . . . 34
SECTION 6.7 Right of Trustee to Rely on Officers'
Certificate, etc. . . . . . . . . . . . . . . 34
SECTION 6.8 Qualification of Trustee; Conflicting
Interests . . . . . . . . . . . . . . . . . . 35
SECTION 6.9 Persons Eligible for Appointment as Trustee;
Different Trustees for Different Series . . . 35
SECTION 6.10 Resignation and Removal; Appointment of
Successor Trustee . . . . . . . . . . . . . . 35
SECTION 6.11 Acceptance of Appointment by Successor
Trustee . . . . . . . . . . . . . . . . . . . 37
SECTION 6.12 Merger, Conversion, Consolidation or
Succession to Business of Trustee . . . . . . 38
SECTION 6.13 Preferential Collection of Claims Against the
Issuers. . . . . . . . . . . . . . . . . . . 38
SECTION 6.14 Appointment of Authenticating Agent . . . . . . . 38

ARTICLE SEVEN
CONCERNING THE SECURITYHOLDERS . . . . . . . . . 39
SECTION 7.1 Evidence of Action Taken by Securityholders . . . 39
SECTION 7.2 Proof of Execution of Instruments and of
Holding of Securities . . . . . . . . . . . . 39
SECTION 7.3 Holders to be Treated as Owners . . . . . . . . . 40
SECTION 7.4 Securities Owned by Issuers Deemed Not
Outstanding . . . . . . . . . . . . . . . . . 40
SECTION 7.5 Right of Revocation of Action Taken . . . . . . . 40
SECTION 7.6 Record Date for Consents and Waivers . . . . . . 41

ARTICLE EIGHT
SUPPLEMENTAL INDENTURES . . . . . . . . . . . 41
SECTION 8.1 Supplemental Indentures Without Consent of
Securityholders . . . . . . . . . . . . . . . 41
SECTION 8.2 Supplemental Indentures with Consent of
Securityholders . . . . . . . . . . . . . . . 43
SECTION 8.3 Effect of Supplemental Indenture . . . . . . . . 45
SECTION 8.4 Documents to Be Given to Trustee . . . . . . . . 45
SECTION 8.5 Notation on Securities in Respect of
Supplemental Indentures . . . . . . . . . . . 45

ARTICLE NINE
CONSOLIDATION, MERGER, SALE, LEASE,
EXCHANGE OR OTHER DISPOSITION . . . . . . . . . 45
SECTION 9.1 Issuers May Consolidate, etc., on Certain
Terms . . . . . . . . . . . . . . . . . . . . 45
SECTION 9.2 Successor Corporation to be Substituted . . . . . 46
<PAGE>
SECTION 9.3 Opinion of Counsel to be Given Trustee . . . . . 46

ARTICLE TEN
SATISFACTION AND DISCHARGE OF INDENTURE;
COVENANT DEFEASANCE; UNCLAIMED MONEYS . . . . . . . 47
SECTION 10.1 Satisfaction and Discharge of Indenture . . . . . 47
SECTION 10.2 Application by Trustee of Funds Deposited for
Payment of Securities . . . . . . . . . . . . 49
SECTION 10.3 Repayment of Moneys Held by Paying Agent . . . . 49
SECTION 10.4 Return of Moneys Held by Trustee and Paying
Agent Unclaimed for Two Years . . . . . . . . 49
SECTION 10.5 Indemnity for U.S. Government Obligations . . . . 50

ARTICLE ELEVEN
MISCELLANEOUS PROVISIONS . . . . . . . . . . 50
SECTION 11.1 Partners, Incorporators, Stockholders,
Officers and Directors of Issuers Exempt
from Individual Liability . . . . . . . . . . 50
SECTION 11.2 Provisions of Indenture for the Sole Benefit
of Parties and Holders of Securities . . . . 50
SECTION 11.3 Successors and Assigns of Issuer Bound by
Indenture . . . . . . . . . . . . . . . . . . 50
SECTION 11.4 Notices and Demands on Issuers, Trustee and
Holders of Securities . . . . . . . . . . . . 50
SECTION 11.5 Officers' Certificates and Opinions of
Counsel; Statements to Be Contained
Therein . . . . . . . . . . . . . . . . . . . 51
SECTION 11.6 Payments Due on Saturdays, Sundays and
Holidays . . . . . . . . . . . . . . . . . . 52
SECTION 11.7 Conflict of Any Provision of Indenture with
Trust Indenture Act of 1939 . . . . . . . . . 52
SECTION 11.8 GOVERNING LAW . . . . . . . . . . . . . . . . . . 52
SECTION 11.9 Submission to Jurisdiction . . . . . . . . . . . 52
SECTION 11.10 Counterparts . . . . . . . . . . . . . . . . . . 53
SECTION 11.11 Effect of Headings . . . . . . . . . . . . . . . 53

ARTICLE TWELVE
REDEMPTION OF SECURITIES AND SINKING FUNDS . . . . . . 53
SECTION 12.1 Applicability of Article . . . . . . . . . . . . 53
SECTION 12.2 Notice of Redemption; Partial Redemptions . . . . 53
SECTION 12.3 Payment of Securities Called for Redemption . . . 54
SECTION 12.4 Exclusion of Certain Securities from
Eligibility for Selection for Redemption . . 55
SECTION 12.5 Mandatory and Optional Sinking Funds . . . . . . 55

ARTICLE THIRTEEN
SUBORDINATION . . . . . . . . . . . . . 57
SECTION 13.1 Securities Subordinated to Senior
Indebtedness . . . . . . . . . . . . . . . . 57
SECTION 13.2 Reliance on Certificate of Liquidating Agent;
Further Evidence as to Ownership of Senior
Indebtedness of the Issuer . . . . . . . . . 60
SECTION 13.3 Payment Permitted If No Default . . . . . . . . . 61
SECTION 13.4 Disputes with Holders of Certain Senior
Indebtedness of the Issuer . . . . . . . . . 61
SECTION 13.5 Trustee Not Charged with Knowledge of
Prohibition . . . . . . . . . . . . . . . . . 61
<PAGE>
SECTION 13.6 Trustee to Effectuate Subordination . . . . . . . 62
SECTION 13.7 Rights of Trustee as Holder of Senior
Indebtedness of the Issuer . . . . . . . . . 62
SECTION 13.8 Article Applicable to Paying Agents . . . . . . . 62
SECTION 13.9 Subordination Rights Not Impaired by Acts or
Omissions of the Issuers or Holders of
Senior Indebtedness . . . . . . . . . . . . . 62
SECTION 13.10 Trustee Not Fiduciary for Holders of Senior
Indebtedness of the Issuer . . . . . . . . . 63
<PAGE>
____________________
[FN]
<F1> This Cross Reference Sheet is not part of the Indenture.

TRITON ENERGY LIMITED
TRITON ENERGY CORPORATION
Form of Debt Warrant Agreement<F1>

THIS WARRANT AGREEMENT dated as of __________, 199_ among Triton
Energy Limited, a Cayman Islands company ("TEL"), its wholly owned
subsidiary, Triton Energy Corporation, a Delaware corporation ("TEC", and
together with TEL, the "Companies"); the terms "TEL", "TEC" and the
"Companies" include any successor corporation under the Indenture hereinafter
referred to) and _________________________, as Warrant Agent (herein called
the "Warrant Agent").

WHEREAS, TEL and TEC have entered into an indenture (the "[Senior]
[Senior Subordinated] Indenture") dated as of [FOR SENIOR DEBT:
____________, among TEL, TEC and The Chase Manhattan Bank, as trustee (the
"Senior Trustee")] [FOR SENIOR SUBORDINATED DEBT: ______________, among TEL,
TEC and United States Trust Company of New York, as trustee (the "Senior
Subordinated Trustee"), providing for the issuance from time to time of the
Companies' unsecured joint and several [Senior] [Senior Subordinated]
debentures, notes or other evidences of indebtedness (the "[Senior] [Senior
Subordinated] Debt Securities"), to be issued in one or more series as
provided in the [Senior] [Senior Subordinated] Indenture; [if Warrant
Securities are not under same Indenture as Debt Securities to which they are
attached -- and an Indenture (the "[Senior] [Senior Subordinated] Indenture,"
the Senior and Senior Subordinated Indentures being referred to collectively
as the "Indentures") dated as of ____________ among TEL, TEC and
____________________, as trustee (the "[Senior] [Senior Subordinated]
Trustee," (the Senior and Senior Subordinated Trustees being referred to
collectively as the "Trustee"), providing for the issuance from time to time
of the Companies' joint and several [senior] [senior subordinated]
debentures, notes or other evidences of indebtedness (the "[Senior] [Senior
Subordinated] Debt Securities", the [Senior] and [Senior Subordinated] Debt
Securities being referred to collectively as the "Debt Securities"), to be
issued in one or more series as provided in the [ ]
Indenture]; and

WHEREAS, the Companies propose to sell [if Warrants are sold with
Debt Securities or Preferred Shares -- [title of Debt Securities or Preferred
Shares being offered] (the "Offered Securities") with] warrant certificates
evidencing one or more joint and several warrants (the "Warrants" or
individually a "Warrant") representing the right to purchase [title of Debt
Securities purchasable through exercise of Warrants] (the "Warrant
Securities"), such warrant certificates and other warrant certificates issued
pursuant to this Agreement being herein called the "Warrant Certificates";
and
- - -----------------------------------
[FN]
<F1> Complete or modify the provisions of this Form as appropriate to reflect
the terms of the Warrants, Warrant Securities and Offered Securities.
<PAGE>
WHEREAS, the Companies desire the Warrant Agent to act on behalf of
the Companies in connection with the issuance, exchange, exercise and
replacement of the Warrant Certificates, and in this Agreement wish to set
forth, among other things, the form and provisions of the Warrant
Certificates and the terms and conditions on which they may be issued,
exchanged, exercised and replaced;

NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

ARTICLE I.

ISSUANCE OF WARRANTS AND EXECUTION AND
DELIVERY OF WARRANT CERTIFICATES

SECTION 1.1. Issuance of Warrants. [If Warrants alone -- Upon
issuance, each Warrant Certificate shall evidence one or more Warrants.] [If
Offered Securities and Warrants -- Warrants shall be [initially] issued in
connection with the issuance of the Offered Securities [but shall be
separately transferable on and after _______________ (the "Detachable Date")]
[and shall not be separately transferable] and each Warrant Certificate shall
evidence one or more Warrants.] Each Warrant evidenced thereby shall
represent the right, subject to the provisions contained herein and therein,
to purchase a Warrant Security in the principal amount of ____________. [If
Offered Securities and Warrants -- Warrant Certificates shall be initially
issued in units with the Offered Securities and each Warrant Certificate
included in such a unit shall evidence __________ Warrants for each
[__________ principal amount] [________ shares] of Offered Securities
included in such unit.]

SECTION 1.2. Execution and Delivery of Warrant Certificates. Each
Warrant Certificate, whenever issued, shall be in [registered] [bearer] form
substantially in the form set forth in Exhibit A hereto, shall be dated
____________ and may have such letters, numbers, or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of each of the Companies
executing the same may approve (execution thereof to be conclusive evidence
of such approval) and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Warrants may be listed, or to conform to usage. The
Warrant Certificates shall be executed on behalf of each of the Companies by
[the Chairman of the Board, the President, any Senior Vice President or any
Vice President and by the Secretary or any Assistant Secretary] of each of
the Companies under its respective corporate seal reproduced thereon. Such
signatures may be manual or facsimile signatures of such authorized officers
and may be imprinted or otherwise reproduced in the Warrant Certificates.
The seals of each of the Companies may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced on the
Warrant Certificates.

No Warrant Certificates shall be valid for any purpose, and no
Warrant evidenced thereby shall be exercisable, until such Warrant
Certificate has been countersigned by the manual signature of the Warrant
Agent. Such signature by the Warrant Agent upon any Warrant Certificate
executed by the Companies shall be conclusive evidence that the Warrant
Certificate so countersigned has been duly issued hereunder.

<PAGE>
In case any officer of TEL or TEC, as the case may be, who shall
have signed any of the Warrant Certificates either manually or by facsimile
signature shall cease to be such officer before the Warrant Certificates so
signed shall have been countersigned and delivered by the Warrant Agent, such
Warrant Certificates may be countersigned and delivered notwithstanding that
the person who signed such Warrant Certificates ceased to be such officer of
TEL or TEC, as the case may be; and any Warrant Certificate may be signed on
behalf of TEL or TEC, as the case may be, by such persons as, at the actual
date of the execution of such Warrant Certificate, shall be the proper
officers of TEL or TEC, as the case may be, although at the date of the
execution of this Agreement any such person was not such officer.

The term "holder" or "holder of a Warrant Certificate" as used
herein shall mean [the bearer of such Warrant Certificate] [any person in
whose name at the time any Warrant Certificate shall be registered upon the
books to be maintained by the Warrant Agent for that purpose] [If Offered
Securities and Warrants are not immediately detachable -- or [the bearer]
[upon the register] of the Offered Securities prior to the Detachable Date.
[Prior to the Detachable Date, the Companies will, or will cause the
registrar of the Offered Securities to, make available at all times to the
Warrant Agent such information as to holders of the Offered Securities with
Warrants as may be necessary to keep the Warrant Agent's records up to
date]].

SECTION 1.3. Issuance of Warrant Certificates. Warrant
Certificates evidencing the right to purchase an aggregate principal amount
not exceeding ____________ aggregate principal amount of Warrant Securities
(except as provided in Sections 1.4, 2.3(c), 3.2 and ____) may be executed by
the Companies and delivered to the Warrant Agent upon the execution of this
Warrant Agreement or from time to time thereafter. The Warrant Agent shall,
upon receipt of Warrant Certificates duly executed on behalf of the
Companies, countersign Warrant Certificates evidencing Warrants representing
the right to purchase up to __________ principal amount of Warrant Securities
and shall deliver such Warrant Certificates to or upon the order of the
Companies. Subsequent to such issuance of the Warrant Certificates, the
Warrant Agent shall countersign a Warrant Certificate only if the Warrant
Certificate is issued in exchange or substitution for one or more previously
countersigned Warrant Certificates or in connection with their transfer, as
hereinafter provided or as provided in Section 2.3(c).

SECTION 1.4. Temporary Warrant Certificate. Pending the
preparation of definitive Warrant Certificates, the Companies may execute,
and upon the order of the Companies, the Warrant Agent shall authenticate and
deliver, temporary Warrant Certificates which are printed, lithographed,
typewritten, mimeographed or otherwise produced substantially of the tenor of
the definitive Warrant Certificate in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Warrant Certificates may determine, as evidenced
by their execution of such Warrant Certificates.

If temporary Warrant Certificates are issued, the Companies will
cause definitive Warrant Certificates to be prepared without unreasonable
delay. After the preparation of definitive Warrant Certificates, the
temporary Warrant Certificates shall be exchangeable for definitive Warrant
Certificates upon surrender of the temporary Warrant Certificates at the
corporate trust office of the Warrant Agent [or _______________], without
charge to the Holder. Upon surrender for cancellation of any one or more

<PAGE>
temporary Warrant Certificates the Companies shall execute and the Warrant
Agent shall authenticate and deliver in exchange therefor definitive Warrant
Certificates representing the same aggregate number of Warrants. Until so
exchanged, the temporary Warrant Certificates shall in all respects be
entitled to the same benefits under this Agreement as definitive Warrant
Certificates.

ARTICLE II.

WARRANT PRICE, DURATION AND
EXERCISE OF WARRANTS

SECTION 2.1. Warrant Price. During the period from ____________,
through and including ____________, the exercise price of each Warrant shall
be __________ plus [accrued amortization of the original issue discount]
[accrued interest] from ____________. During the period from __________,
through and including __________, the exercise price of each Warrant will be
__________ plus [accrued amortization of the original issue discount]
[accrued interest] from ____________. [In each case, the original issue
discount will be amortized at a ____% annual rate, computed on an annual
basis using the "interest" method and using a 360-day year consisting of
twelve 30-day months]. Such purchase price of Warrant Securities is referred
to in this Agreement as the "Warrant Price". [The original issue discount
for each __________ principal amount of Warrant Securities is ____________.]

SECTION 2.2. Duration of Warrants. Each Warrant may be exercised
in whole at any time, as specified herein, on or after [the date thereof]
[____________] and at or before 5 P.M., [New York City time], on ____________
[or such later date as the Companies may designate, by notice to the Warrant
Agent and the holders of Warrant Certificates mailed to their addresses as
set forth in the record books of the Warrant Agent] (the "Expiration Date").
Each Warrant not exercised at or before 5 P.M., [New York City time], on the
Expiration Date shall become void, and all rights of the holder of the
Warrant Certificate evidencing such Warrant under this Agreement shall cease.

SECTION 2.3. Exercise of Warrants. (a) During the period
specified in Section 2.2 any whole number of Warrants may be exercised by
providing certain information as set forth on the reverse side of the Warrant
Certificate and by paying in full, in lawful money of the United States of
America [in cash or by certified check or official bank check or by bank wire
transfer, in each case,] [by bank wire transfer] [in immediately available
funds] the Warrant Price for each Warrant exercised, to the Warrant Agent at
its corporate trust office [or at ____________], provided that such exercise
is subject to receipt within five business days of such [payment] [wire
transfer] by the Warrant Agent of the Warrant Certificate with the form of
election to purchase Warrant Securities set forth on the reverse side of the
Warrant Certificate properly completed and duly executed [including any
applicable certifications if the Warrant Securities are issuable in bearer
form]. The date on which payment in full of the Warrant Price is received by
the Warrant Agent shall, subject to receipt of the Warrant Certificate as
aforesaid, be deemed to be the date on which the Warrant is exercised. The
Warrant Agent shall deposit all funds received by it in payment of the
Warrant Price in an account of the Companies maintained with it and shall
advise the Companies by telephone at the end of each day on which a [payment]
[wire transfer] for the exercise of Warrants is received of the amount so
deposited to its account. The Warrant Agent shall promptly confirm such
telephone advice to the Companies in writing.
<PAGE>
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Companies and the [Trustee under the Indenture
relating to the Warrant Securities] of (i) the number of Warrants exercised,
(ii) the instructions of each holder of the Warrant Certificates evidencing
such Warrants with respect to delivery of the Warrant Securities to which
such holder is entitled upon such exercise, (iii) delivery of Warrant
Certificates evidencing the balance, if any, of the Warrants remaining after
such exercise, and (iv) such other information as the Companies or such
Trustee shall reasonably require.

(c) As promptly as practicable after the exercise of any Warrant,
the Companies shall issue, pursuant to the Indenture, in authorized
denominations to or upon the order of the holder of the Warrant Certificate
evidencing such Warrant, the Warrant Securities to which such holder is
entitled, in fully registered form, registered in such name or names as may
be directed by such holder. If fewer than all of the Warrants evidenced by
such Warrant Certificate are exercised, the Companies shall execute, and an
authorized officer of the Warrant Agent shall manually countersign and
deliver, a new Warrant Certificate evidencing the number of such Warrants
remaining unexercised.

(d) The Companies shall not be required to pay any stamp or other
tax or other governmental charge required to be paid in connection with any
transfer involved in the issue of the Warrant Securities, and in the event
that any such transfer is involved, the Companies shall not be required to
issue or deliver any Warrant Security until such tax or other charge shall
have been paid or it has been established to the Companies' satisfaction that
no such tax or other charge is due.

ARTICLE III.

OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES

SECTION 3.1. No Rights as Warrant Securityholder Conferred by
Warrants or Warrant Certificates. No Warrant Certificates or Warrant
evidenced thereby shall entitle the holder thereof to any of the rights of a
holder of Warrant Securities, including, without limitation, the right to
receive the payment of principal of, premium, if any, or interest on Warrant
Securities or to enforce any of the covenants in the Indenture relating to
the Warrant Securities.

SECTION 3.2. Lost, Stolen, Mutilated or Destroyed Warrant
Certificates. Upon receipt by the Warrant Agent of evidence reasonably
satisfactory to it and the Companies of the Ownership of and the loss, theft,
destruction or mutilation of any Warrant Certificate and of indemnity
reasonably satisfactory to the Warrant Agent and the Companies, and, in the
case of mutilation, upon surrender thereof to the Warrant Agent for
cancellation, then, in the absence of notice to the Companies or the Warrant
Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Companies shall execute, and an authorized officer of the
Warrant Agent shall manually countersign and deliver, in exchange for or in
lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a new
Warrant Certificate of the same tenor and evidencing a like number of
Warrants. Upon the issuance of any new Warrant Certificate under this
Section, the Companies may require the payment of a sum sufficient to cover
<PAGE>
any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Warrant Agent)
in connection therewith. Every substitute Warrant Certificate executed and
delivered pursuant to this Section in lieu of any lost, stolen or destroyed
Warrant Certificate shall represent an additional contractual obligation of
the Companies, whether or not the lost, stolen or destroyed Warrant
Certificate shall be at any time enforceable by anyone, and shall be entitled
to the benefits of this Agreement equally and proportionately with any and
all other Warrant Certificates duly executed and delivered hereunder. The
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement of
mutilated, lost, stolen or destroyed Warrant Certificates.

SECTION 3.3. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a
Warrant Certificate, without the consent of the Warrant Agent, the Trustee,
the holder of any Warrant Securities or the holder of any other Warrant
Certificate, may, in his own behalf and for his own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Companies
suitable to enforce, or otherwise in respect of, his right to exercise the
Warrants evidenced by his Warrant Certificate in the manner provided in his
Warrant Certificate and in this Agreement.

SECTION 3.4. Consolidation, Merger, Sale or Conveyance. If at any
time there shall be a consolidation merger, sale or conveyance to which
Article ___ of the Indenture relating to the Warrant Securities applies, then
in any such event the successor or assuming company referred to therein shall
succeed to and be substituted for TEL or TEC, as the case may be, with the
same effect, subject to such Indenture, as if it had been named herein and in
the Warrant as TEL or TEC, as the case may be; TEL or TEC, as the case may
be, shall thereupon be relieved of any further obligation hereunder or under
the Warrants, and TEL or TEC, as the case may be, as the predecessor company
may thereupon or at any time thereafter be dissolved, wound up or liquidated.
Such successor or assuming corporation thereupon may cause to be signed, and
may issue either in its own name or in the name of TEL or TEC, as the case
may be, any or all of the Warrants issuable hereunder which theretofore shall
not have been signed by TEL or TEC, as the case may be, and may execute and
deliver Warrant Securities in its own name pursuant to such Indenture, in
fulfillment of its obligations to deliver Warrant Securities upon exercise of
the Warrants. All the Warrants so issued shall in all respects have the same
legal rank and benefit under this Agreement as the Warrants theretofore or
thereafter issued in accordance with the terms of this Agreement as though
all of such Warrants had been issued at the date of the execution hereof. In
any case of any such consolidation, merger, sale or conveyance, such changes
in phraseology and form (but not in substance) may be made in the Warrants
thereafter to be issued as may be appropriate.

The Warrant Agent may receive a written opinion of legal counsel as
conclusive evidence that any such consolidation, merger, sale or conveyance
complies with the provisions of this Section 3.4 and such Indenture.

<PAGE>
ARTICLE IV.

EXCHANGE AND TRANSFER
OF WARRANT CERTIFICATES.

SECTION 4.1. Exchange and Transfer of Warrant Certificates, [If
Offered Securities with Warrants which are immediately detachable -- Upon]
[If Offered Securities with Warrants which are not immediately detachable --
Prior to the Detachable Date a Warrant Certificate may be exchanged or
transferred only together with the Offered Security to which the Warrant
Certificate was initially attached, and only for the purpose of effecting or
in conjunction with an exchange or transfer of such Offered Security. Prior
to any Detachable Date, each transfer of the Offered Security on the register
of the Offered Securities shall operate also to transfer the related Warrant
Certificates. After the Detachable Date upon] surrender at the corporate
trust office of the Warrant Agent [or ________], Warrant Certificates
evidencing Warrants may be exchanged for Warrant Certificates in other
denominations evidencing such Warrants [or the transfer thereof may be
registered in whole or in part]; provided that such other Warrant
Certificates evidence the same aggregate number of Warrants as the Warrant
Certificates so surrendered. [The Warrant Agent shall keep, at its corporate
trust office [and at ________], books in which, subject to such reasonable
regulations as it may prescribe, it shall register Warrant Certificates and
exchanges and transfers of outstanding Warrant Certificates, upon surrender
of the Warrant Certificates to the Warrant Agent at its corporate trust
office [or ________] for exchange or registration of transfer, properly
endorsed or accompanied by appropriate instruments of registration of
transfer and written instructions for transfer, all in form satisfactory to
the Companies and the Warrant Agent.] No service charge shall be made for
any exchange [or registration of transfer] of Warrant Certificates, but the
Companies may require payment of a sum sufficient to cover any stamp or other
tax or other governmental charge that may be imposed in connection with any
such exchange [or registration of transfer]. Whenever any Warrant
Certificates are so surrendered for exchange [or registration of transfer],
an authorized officer of the Warrant Agent shall manually countersign and
deliver to the person or persons entitled thereto a Warrant Certificate or
Warrant Certificates duly authorized and executed by the Companies, as so
requested. The Warrant Agent shall not be required to effect any exchange
[or registration of transfer] which will result in the issuance of a Warrant
Certificate evidencing a fraction of a Warrant or a number of full Warrants
and a fraction of a Warrant. All Warrant Certificates issued upon any
exchange [or registration of transfer] of Warrant Certificates shall be the
valid obligations of the Companies, evidencing the same obligations, and
entitled to the same benefits under this Agreement, as the Warrant
Certificate surrendered for such exchange [or registration of transfer].

SECTION 4.2. Treatment of Holders of Warrant Certificates. [If
Offered Securities and Warrants are not immediately detachable -- Prior to
the Detachable Date, the Companies, the Warrant Agent and all other persons
may treat the owner of the Offered Security as the owner of the Warrant
Certificates initially attached thereto for any purpose or as the person
entitled to exercise the rights represented by the Warrants evidenced by such
Warrant Certificates, any notice to the contrary notwithstanding. After the
Detachable Date,] [if registered Warrants -- and prior to due presentment of
a Warrant Certificate for registration for registration of transfer,] the
Companies, the Warrant Agent and all other persons may treat the holder of a

<PAGE>
Warrant Certificate as the owner thereof for any purpose and as the person
entitled to exercise the rights represented by the Warrants evidenced
thereby, any notice to the contrary notwithstanding.

SECTION 4.3. Cancellation of Warrant Certificates. Any Warrant
Certificates surrendered for exchange[, registration of transfer] or exercise
of the Warrants evidenced thereby shall, if surrendered to the Companies, be
delivered to the Warrant Agent and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly cancelled by the Warrant
Agent and shall not be reissued and, except as expressly permitted by this
Agreement, no Warrant Certificate shall be issued hereunder in exchange or in
lieu thereof. The Warrant Agent shall deliver to the Companies from time to
time or otherwise dispose of cancelled Warrant Certificates in a manner
satisfactory to the Companies.

ARTICLE V.

CONCERNING THE WARRANT AGENT.

SECTION 5.1. Warrant Agent. The Companies hereby appoint
__________________________ as Warrant Agent of the Companies in respect of
the Warrants and the Warrant Certificates upon the terms and subject to the
conditions herein set forth; and __________________________ hereby accepts
such appointment. The Warrant Agent shall have the powers and authority
granted to and conferred upon it in the Warrant Certificates and hereby and
such further powers and authority to act on behalf of the Companies as the
Companies may hereafter grant to or confer upon it. All of the terms and
provisions with respect to such powers and authority contained in the Warrant
Certificates are subject to and governed by the terms and provisions hereof.

SECTION 5.2. Conditions of Warrant Agent's Obligations. The
Warrant Agent accepts its obligations herein set forth upon the terms and
conditions hereof, including the following to all of which the Companies
agree and to all of which the rights hereunder of the holders from time to
time of the Warrant Certificates shall be subject:

(a) Compensation and Indemnification. The Companies agree promptly to
pay the Warrant Agent the compensation to be agreed upon with the Company for
all services rendered by the Warrant Agent and to reimburse the Warrant Agent
for reasonable out-of-pocket expenses (including counsel fees) incurred by
the Warrant Agent in connection with the services rendered hereunder by the
Warrant Agent. The Companies also agree to indemnify the Warrant Agent for,
and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Warrant Agent, arising out
of or in connection with its acting as Warrant Agent hereunder, as well as
the costs and expenses of defending against any claim of such liability.

(b) Agent for the Companies. In acting under this Warrant Agreement
and in connection with the Warrant Certificates, the Warrant Agent is acting
solely as agent of the Companies and does not assume any obligations or
relationship of agency or trust for or with any of the holders of Warrant
Certificates or beneficial owners of Warrants.

(c) Counsel. The Warrant Agent may consult with counsel satisfactory
to it, and the written advice of such counsel shall be full and complete

<PAGE>
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance with the advice of
such counsel.

(d) Documents. The Warrant Agent shall be protected and shall incur no
liability for or in respect of any action taken or thing suffered by it in
reliance upon any Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the
proper parties.

(e) Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest in,
Warrants, with the same rights that it or they would have if it were not the
Warrant Agent hereunder, and, to the extent permitted by applicable law, it
or they may engage or be interested in any financial or other transaction
with the Companies and may act on, or as depositary, trustee or agent for,
any committee or body of holders of Warrant Securities or other obligations
of the Companies as freely as if it were not the Warrant Agent hereunder.
Nothing in the Warrant Agreement shall be deemed to prevent the Warrant Agent
from acting as Trustee under any of the Indentures.

(f) No Liability for Interest. Unless otherwise agreed with the
Companies, the Warrant Agent shall have no liability for interest on any
monies at any time received by it pursuant to any of the provisions of this
Agreement or of the Warrant Certificates.

(g) No Liability for Invalidity. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the
Warrant Certificates (except as to the Warrant Agent's countersignature
thereon).

(h) No Responsibility for Representations. The Warrant Agent shall not
be responsible for any of the recitals or representations herein or in the
Warrant Certificates (except as to the Warrant Agent's countersignature
thereon), all of which are made solely by the Companies.

(i) No Implied Obligations. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read
into this Agreement or the Warrant Certificates against the Warrant Agent.
The Warrant Agent shall not be under any obligation to take any action
hereunder which may tend to involve it in any expense or liability, the
payment of which within a reasonable time is not, in its reasonable opinion,
assured to it. The Warrant Agent shall not be accountable or under any duty
or responsibility for the use by the Companies of any of the Warrant
Certificates authenticated by the Warrant Agent and delivered by it to the
Companies pursuant to this Agreement or for the application by the Companies
of the proceeds of the Warrant Certificates. The Warrant Agent shall have no
duty or responsibility in case of any default by the Companies in the
performance of its covenants or agreements contained herein or in the Warrant
Certificates or in the case of the receipt of any written demand from a
holder of a Warrant Certificate with respect to such default, including,
without limiting the generality of the foregoing, any duty or responsibility
to initiate or attempt to initiate any proceedings at law or otherwise or,
except as provided in Section 6.2 hereof, to make any demand upon the
Companies.

<PAGE>
SECTION 5.3. Resignation and Appointment of Successor. (a) The
Companies agree, for the benefit of the holders from time to time of the
Warrant Certificates, that there shall at all times be a Warrant Agent
hereunder until all the Warrants have been exercised or are no longer
exercisable.

(b) The Warrant Agent may at any time resign as such agent by
giving written notice to the Companies of such intention on its part,
specifying the date on which its desired resignation shall become effective;
provided that such date shall not be less than three months after the date on
which such notice is given unless the Companies otherwise agree. The Warrant
Agent hereunder may be removed at any time by the filing with it of an
instrument in writing signed by or on behalf of the Companies and specifying
such removal and the date when it shall become effective. Such resignation
or removal shall take effect upon the appointment by the Companies, as
hereinafter provided, of a successor Warrant Agent (which shall be a bank or
trust company authorized under the laws of the jurisdiction of its
organization to exercise corporate trust powers) and the acceptance of such
appointment by such successor Warrant Agent. The obligation of the Companies
under Section 5.2(a) shall continue to the extent set forth therein
notwithstanding the resignation or removal of the Warrant Agent.

(c) In case at any time the Warrant Agent shall resign, or shall
be removed, or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or shall commence a voluntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or under any other
applicable Federal or State bankruptcy, insolvency or similar law or shall
consent to the appointment of or taking possession by a receiver, custodian,
liquidator, assignee, trustee, sequestrator (or other similar official) of
the Warrant Agent or its property or affairs, or shall make an assignment for
the benefit of creditors, or shall admit in writing its inability to pay its
debts generally as they become due, or shall take corporate action in
furtherance of any such action, or a decree or order for relief by a court
having jurisdiction in the premises shall have been entered in respect of the
Warrant Agent in an involuntary case under the Federal bankruptcy laws, as
now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or similar law; or a decree or order by a court having
jurisdiction in the premises shall have been entered for the appointment of a
receiver, custodian, liquidator, assignee, trustee, sequestrator (or similar
official) of the Warrant Agent or of its property or affairs, or any public
officer shall take charge or control of the Warrant Agent or of its property
or affairs for the purpose of rehabilitation, conservation, winding up or
liquidation, a successor Warrant Agent, qualified as aforesaid, shall be
appointed by the Companies by an instrument in writing, filed with the
successor Warrant Agent. Upon the appointment as aforesaid of a successor
Warrant Agent and acceptance by the successor Warrant Agent of such
appointment, the Warrant Agent shall cease to be Warrant Agent hereunder.

(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Companies an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with
all the authority, rights, powers, trusts, immunities, duties and obligations
of such predecessor with like effect as if originally named Warrant Agent
hereunder, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to transfer,

<PAGE>
deliver and pay over, and such successor Warrant Agent shall be entitled to
receive, all monies, securities and other property on deposit with or held by
such predecessor, as Warrant Agent hereunder.

(e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party or any corporation
to which the Warrant Agent shall be a party, or any corporation to which
substantially all the assets and business of the Warrant Agent, provided that
it shall be qualified as aforesaid, shall be the successor Warrant Agent
under this Agreement without the execution or filing of any paper or any
further act on the part of any of the parties hereto.

ARTICLE VI.

MISCELLANEOUS

SECTION 6.1. Amendment. (a) This Agreement may be amended by the
parties hereto, without the consent of the holder of any Warrant Certificate,
for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained herein, or making any other
provisions with respect to matters or questions arising under this Agreement
as the Companies and the Warrant Agent may deem necessary or desirable;
provided that such action shall not affect adversely the interests of the
holders of the Warrant Certificates.

(b) The Companies and the Warrant Agent may modify or amend this
Agreement and the Warrant Certificates, with the consent of not fewer than a
majority in number of the then outstanding unexercised Warrants affected by
such modification or amendment, for any purpose; provided, however, that no
such modification or amendment that decreases or increases the Exercise
Price, shortens the period of time during which the Warrants may be exercised
or otherwise materially and adversely affects the exercise rights of the
Holders or reduces the percentage of outstanding Warrants the consent of the
holder of which is required for modification or amendment of this Agreement
or the Warrant Certificates, may be made without the consent of each holder
affected thereby.

SECTION 6.2. Notices and Demands to the Companies and Warrant
Agent. If the Warrant Agent shall receive any notice or demand addressed to
the Companies by the holder of a Warrant Certificate pursuant to the
provisions of the Warrant Certificates, the Warrant Agent shall promptly
forward such notice or demand to the Companies.

SECTION 6.3. Addresses. Any communication from the Companies to
the Warrant Agent with respect to this Agreement shall be addressed to
____________________________________, _____________, Attention:
____________________. Any communication from the Warrant Agent to TEL with
respect to this Agreement shall be addressed to Triton Energy Limited,
Caledonian House, Mary Street, P.O. Box 1043, George Town, Grand Cayman,
Cayman Islands and any communication from the Warrant Agent to TEC with
respect to this Agreement shall be addressed to Triton Energy Corporation,
6688 North Central Expressway, Suite 1400, Dallas, Texas 75206, Attention:

<PAGE>
________________ (or such other address as shall be specified in writing by
the Warrant Agent or by the Companies).

SECTION 6.4. Applicable Law. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder
and of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the laws of the State of New York.

SECTION 6.5. Delivery of Prospectus. The Companies will furnish
to the Warrant Agent sufficient copies of a prospectus relating to the
Warrant Securities deliverable upon exercise of the Warrants (the
"Prospectus"), and the Warrant Agent agrees that upon the exercise of any
Warrant, the Warrant Agent will deliver to the holder of the Warrant
Certificate evidencing such Warrant, prior to or concurrently with the
delivery of the Warrant Securities issued upon such exercise, a Prospectus.
The Warrant Agent shall not, by reason of any such delivery, assume any
responsibility for the accuracy or adequacy of such Prospectus.

SECTION 6.6. Obtaining of Governmental Approvals. The Companies
will from time to time take all action which may be necessary to obtain and
keep effective any and all permits, consents and approvals of governmental
agencies and authorities and securities acts filings under United States
Federal and State laws (including without limitation a registration statement
in respect of the Warrants and Warrant Securities under the Securities Act of
1933), which may be or become requisite in connection with the issuance,
sale, transfer, and delivery of the Warrant Securities issued upon exercise
of the Warrant Certificates, the exercise of the Warrants, the issuance,
sale, transfer and delivery of the Warrants or upon the expiration of the
period during which the Warrants are exercisable.

SECTION 6.7. Persons Having Rights under Warrant Agreement.
Nothing in this Agreement shall give to any person other than the Companies,
the Warrant Agent and the holders of the Warrant Certificates any right,
remedy or claim under or by reason of this Agreement.

SECTION 6.8. Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.

SECTION 6.9. Counterparts. This Agreement may be executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the
same instrument.

SECTION 6.10. Inspection of Agreement. A copy of this Agreement
shall be available at all reasonable times at the principal corporate trust
office of the Warrant Agent for inspection by the holder of any Warrant
Certificate. The Warrant Agent may require such holder to submit his Warrant
Certificate for inspection by it.

IN WITNESS WHEREOF, Triton Energy Limited, Triton Energy
Corporation and ______________________________ have caused this Agreement to
be signed by their respective duly authorized officers, and their respective
corporate seals to be affixed hereunto, and the same to be attested by their

<PAGE>
respective Secretaries or one of their respective Assistant Secretaries, all
as of the day and year first above written.

TRITON ENERGY LIMITED

By _____________________

Title:
Attest:

_________________________
Title:

TRITON ENERGY CORPORATION

By _____________________
Title:
Attest:

_________________________
Title:

[WARRANT AGENT]

_________________________ By _________________________
Title: Title:

Attest:

_________________________
Title:
</TABLE>
<PAGE>
Exhibit A

FORM OF WARRANT CERTIFICATE
[Face of Warrant Certificate]

[Form of Legend if Offered Prior to _______________ this
Securities with Warrants which are Warrant Certificate cannot be
not immediately detachable. transferred or exchanged unless
attached to a [Title of Offered
Securities].]

[Form of Legend if Warrants are Prior to _______________, Warrants
not immediately exercisable. evidenced by this Warrant
Certificate cannot be exercised.]

EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN

TRITON ENERGY CORPORATION
TRITON ENERGY LIMITED
WARRANTS TO PURCHASE
[Title of Warrant Securities]

VOID AFTER 5 P.M. [NEW YORK CITY TIME], ON _______________

No. __________ __________ Warrants

This certifies that [the bearer is the] [
or registered assigns is the registered] owner of the above indicated
number of Warrants, each Warrant entitling such owner [if Offered Securities
with Warrants which are not immediately detachable -- , subject to the
[bearer] [registered owner] qualifying as a "holder" of this Warrant
Certificate, as hereinafter defined] to purchase, at any time [after 5 P.M.,
[New York City time], on _______________ and] on or before 5 P.M., [New York
City time], on _______________, __________ principal amount of joint and
several [Title of Warrant Securities] (the "Warrant Securities"), of Triton
Energy Limited ("TEL") and Triton Energy Corporation ("TEC", and together
with TEL, the "Companies"), issued and to be issued under the Indenture (as
hereinafter defined), on the following basis: during the period from
_______________, through and including _______________ the exercise price of
each Warrant will be ________ plus [accrued amortization of the original
issue discount] [accrued interest] from _______________; during the period
from _______________, through and including _______________, the exercise
price of each Warrant will be ________ plus [accrued amortization of the
original issue discount] [accrued interest] from _______________; [in each
case, the original issue discount will be amortized at a ___% annual rate,
computed on an annual basis using the "interest" method and using a 360-day
year consisting of twelve 30-day months] (the "Warrant Price"). [The
original issue discount for each ________ principal amount of Warrant
Securities is ________.] The holder may exercise the Warrants evidenced
hereby by providing certain information set forth on the back hereof,
including any applicable certifications if the Warrant Securities are
issuable in bearer form, and by paying in full in lawful money of the United
<PAGE>
States of America [in cash or by certified check or official bank check or by
bank wire transfer, in each case,] [by bank wire transfer] in immediately
available funds, the Warrant Price for each Warrant exercised to the Warrant
Agent (as hereinafter defined) and by surrendering this Warrant Certificate,
with the purchase form on the back hereof duly executed, at the corporate
trust office of ____________________, or its successor as warrant agent (the
"Warrant Agent"), [or ____________] currently at the address specified on the
reverse hereof, and upon compliance with and subject to the conditions set
forth herein and in the Warrant Agreement (as hereinafter defined).

The term "holder" as used herein shall mean [if Offered Securities
with Warrants which are not immediately detachable -- , prior to ____________
(the "Detachable Date"), the registered owner of the Companies' [title of
Offered Securities] to which this Warrant Certificate is initially attached,
and after such Detachable Date,] [the bearer of this Warrant Certificate]
[the person in whose name at the time this Warrant Certificate shall be
registered upon the books to be maintained by the Warrant Agent for that
purpose pursuant to Section 4.1 of the Warrant Agreement].

Any whole number of Warrants evidenced by this Warrant Certificate
may be exercised to purchase Warrant Securities in registered form in
denominations of ____________ and any integral multiples thereof. Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the holder hereof a new Warrant
Certificate evidencing the number of Warrants remaining unexercised.

This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ____________ (the "Warrant Agreement") among
TEL, TEC and the Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the
holder of this Warrant Certificate consents by acceptance hereof. Copies of
the Warrant Agreement are on file at the above-mentioned office of the
Warrant Agent [and at _______________].

The Warrant Securities to be issued and delivered upon the exercise
of the Warrants evidenced by this Warrant Certificate will be issued under
and in accordance with an indenture (the "Indenture"), dated as of [FOR
SENIOR DEBT: ________________, among TEL, TEC and The Chase Manhattan Bank]
[FOR SENIOR SUBORDINATED DEBT: _______________, among TEL, TEC and United
States Trust Company of New York] as trustee (the "Trustee"), and will be
subject to the terms and provisions contained in the Indenture. Copies of
the Indenture and the form of the Warrant Securities are on file at the
corporate trust office of the Trustee [and at _______________].

[If Offered Securities with Warrants which are not immediately
detachable -- Prior to ____________, this Warrant Certificate may be
exchanged or transferred only together with the [Title of Offered Securities]
("Offered Securities") to which this Warrant Certificate was initially
attached, and only for the purpose of effecting, or in conjunction with, an
exchange or transfer of such Offered Security. After such date, this] [if
Offered Securities with Warrants which are immediately detachable -- Transfer
of this] Warrant Certificate may be registered when this Warrant Certificate
is surrendered at the corporate trust office of the Warrant Agent [or
____________] by the registered owner or his assigns, in person or by an
attorney duly authorized in writing, in the manner and subject to the
limitations provided in the Warrant Agreement.] [effected by delivery and the
<PAGE>
Companies and the Warrant Agent may treat the bearer hereof as the owner for
all purposes.]

[If Offered Securities with Warrants which are not immediately
detachable -- Except as provided in the immediately preceding paragraph,
after] [If Offered Securities with Warrants which are immediately detachable
or Warrants alone -- After] countersignature by the Warrant Agent and prior
to the expiration of this Warrant Certificate, this Warrant Certificate may
be exchanged at the corporate trust office of the Warrant Agent [or
____________] for Warrant Certificates representing the same aggregate number
of Warrants.

This Warrant Certificate shall not entitle the holder hereof to any
of the rights of a holder of the Warrant Securities, including, without
limitation, the right to receive payments of principal of, premium, if any,
or interest, if any, on the Warrant Securities or to enforce any of the
covenants of the Indenture.

This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.

Dated as of ____________, 199_.

TRITON ENERGY LIMITED

By: _____________________
Attest:

_____________________________

Countersigned:

TRITON ENERGY CORPORATION

By: _____________________
Attest:

_____________________________

Countersigned:

[WARRANT AGENT],
As Warrant Agent

By: _________________________
Authorized Signature
<PAGE>
[Reverse of Warrant Certificate]
Instructions for Exercise of Warrant

To exercise the Warrants evidenced hereby, the holder must pay in
Dollars [in cash or by certified check or official bank check or by bank wire
transfer] [by bank wire transfer] [in immediately available funds] the
Warrant Price in full for Warrants exercised to _____________________,
[corporate trust department] [insert address of Warrant Agent], Attn.
__________ [or ____________], which [payment] [wire transfer] must specify
the name of the holder and the number of Warrants exercised by such holder.
In addition, the holder must complete the information required below and
present this Warrant Certificate in person or by mail (certified or
registered mail is recommended) to the Warrant Agent at the appropriate
address set forth below. This Warrant Certificate, completed and duly
executed, must be received by the Warrant Agent within five business days of
the [payment] [wire transfer].

To Be Executed Upon Exercise of Warrant

The undersigned hereby irrevocably elects to exercise ____________
Warrants, evidenced by this Warrant Certificate, to purchase ____________
principal amount of the [Title of Warrant Securities ] (the "Warrant
Securities") of Triton Energy Limited and Triton Energy Corporation and
represents that he has tendered payment for such Warrant Securities in
Dollars [in cash or by certified check or official bank check or by bank wire
transfer, in each case] [by bank wire transfer] in immediately available
funds to the order of Triton Energy Limited and Triton Energy Corporation,
c/o _________________________, [address of Warrant Agent], in the amount of
____________ in accordance with the terms hereof. The undersigned requests
that said principal amount of Warrant Securities be in the authorized
denominations, registered in such names and delivered all as specified in
accordance with the instructions set forth below.

If the number of Warrants exercised is less than all of the
Warrants evidenced hereby, the undersigned requests that a new Warrant
Certificate representing the remaining Warrants evidenced hereby be issued
and delivered to the undersigned unless otherwise specified in the
instructions below.

Dated: ________________________ Name__________________________

_______________________________ Address_______________________
(Insert Social Security or Other
Identifying Number of Holder) _______________________

[If registered Warrant -- Signature_____________________
Signature Guaranteed [If registered Warrant --
_____________________________] (Signature must conform in
all respects to name of holder
as specified on face of this
Warrant Certificate and must bear
a signature guarantee by a bank,
trust company or member broker
of the New York, Midwest or
Pacific Stock Exchanges]

</TABLE>

<PAGE>
The Warrants evidenced hereby may be exercised at the following
addresses:

By hand at ___________________________________
___________________________________
___________________________________
___________________________________

By mail at ___________________________________
___________________________________
___________________________________
___________________________________

[Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificated evidencing unexercised Warrants -- complete
as appropriate.]
<PAGE>
Assignment

[Form of Assignment To Be Executed If Holder
Desires To Transfer Warrants Evidenced Hereby]

FOR VALUE RECEIVED ______________________________ hereby sells,
assigns and transfers unto

______________________________ ______________________________
(Please print name) (Please insert social security
or other identifying number)
______________________________
(Address)

______________________________
(City, including zip code)

the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint _______________ Attorney, to transfer said
Warrant Certificate on the Books of the Warrant Agent with full power of
substitution in the premises.

Dated:

________________________________________
Signature

(Signature must conform in all respects
to name of holder as specified on the
face of this Warrant Certificate and must
bear a signature guarantee by a bank,
trust company or member broker of the New
York, Midwest or Pacific Stock Exchange)
Signature Guaranteed

______________________________
</TABLE>
<PAGE>
Exhibit 4.9

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

TRITON ENERGY LIMITED,

TRITON ENERGY CORPORATION

and

[WARRANT AGENT]
As Warrant Agent

______________

Warrant Agreement -- Debt Securities

Dated as of , 199_

______________

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

Exhibit 5.1

February 14, 1997

Triton Energy Corporation
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206

Triton Energy Limited
Caledonian House
Mary Street, P.O. Box 1043
George Town
Grand Cayman, Cayman Islands

Ladies and Gentlemen:

This opinion is delivered in connection with the Registration

Statement on Form S-3 (the "Registration Statement") filed under the

Securities Act of 1933, as amended (the "Act"), by Triton Energy Limited, a

Cayman Islands company ("TEL"), and Triton Energy Corporation, a Delaware

corporation ("TEC") (which Registration Statement constitutes Post-Effective

Amendment No. 2 to Registration Statement No. 33-55347 of TEC, and Post-

Effective Amendment No. 3 to Registration Statement No. 33-69230 of TEC) and

which Registration Statement relates to (i) unsecured joint and several debt

securities of TEL and TEC ("Joint and Several Debt Securities"), warrants to

purchase Joint and Several Debt Securities ("Joint and Several Warrants") to

be issued and sold by TEL and TEC from time to time pursuant to Rule 415

under the Act for an aggregate initial offering price not to exceed $300

million and (ii) preference shares, par value $.01 per share, of TEL

("Preference Shares"), ordinary shares, par value $.01 per share, of TEL

("Ordinary Shares"), unsecured debt securities of TEL ("TEL Debt Securities,"

and together with the "Joint and Several Debt Securities," the "Debt
<PAGE>
Securities") and warrants to purchase Preference Shares, Ordinary Shares or

TEL Debt Securities ("TEL Warrants"), to be issued and sold by TEL from time

to time pursuant to Rule 415 under the Act for an aggregate initial offering

price not to exceed $200 million.

We have examined (i) the Registration Statement, (ii) the form

of Senior Indenture to be executed by TEC, TEL and The Chase Manhattan Bank,

as trustee (the "Joint and Several Senior Debt Indenture"), (iii) the form of

Senior Subordinated Indenture to be executed by TEC, TEL, and United States

Trust Company of New York, as trustee (the "Joint and Several Senior

Subordinated Debt Indenture"), (iv) the form of Senior Indenture to be

executed by TEL and The Chase Manhattan Bank, as trustee (the "TEL Senior

Debt Indenture"), (v) the form of Senior Subordinated Indenture to be

executed by TEL and United States Trust Company of New York, as trustee (the

"TEL Senior Subordinated Indenture"), and (vi) the form of Subordinated

Indenture to be executed by TEL and The Chase Manhattan Bank, as trustee (the

"TEL Subordinated Indenture"). In addition, we have examined, and have

relied as to matters of fact upon, originals or copies, certified or

otherwise identified to our satisfaction, of such corporate records,

agreements, documents and other instruments and such certificates or

comparable documents of public officials and of officers and representatives

of TEC and TEL, and have made such other and further investigations, as we

have deemed relevant and necessary as a basis for the opinions hereinafter

set forth.

In such examination, we have assumed the genuineness of all

signatures, the legal capacity of natural persons, the authenticity of all

documents submitted to us as originals, the conformity to original documents

of all documents submitted to us as certified or photostatic copies, and the

authenticity of the originals of such latter documents.
<PAGE>
We have also assumed that (i) the Registration Statement, and

any amendments thereto (including post-effective amendments), will have

become effective under the Act, (ii) a prospectus supplement (a "Prospectus

Supplement") will have been prepared and filed with the Commission describing

the Debt Securities and/or Joint and Several Warrants offered thereby, (iii)

all Debt Securities and Joint and Several Warrants issued will be issued and

sold in compliance with applicable federal and state securities laws and

solely in the manner stated in the Registration Statement and the appropriate

Prospectus Supplement, and (iv) a definitive purchase, underwriting or

similar agreement with respect to any Debt Securities or Joint and Several

Warrants offered will have been duly authorized and validly executed and

delivered by TEC and the other parties thereto.

Based upon the foregoing, and subject to the qualifications and

limitations stated herein, we are of the opinion that:

1. With respect to Joint and Several Debt Securities
to be issued under the Joint and Several Senior Debt Indenture, when
(i) the Joint and Several Senior Debt Indenture has been duly
authorized and validly executed and delivered by TEC and TEL to the
trustee, (ii) the TEC Senior Debt Indenture has been duly qualified
under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), (iii) the Board of Directors of each of TEL (the "TEL
Board") and TEC (the "TEC Board") has taken all necessary corporate
action to approve the issuance and terms of such Joint and Several
Debt Securities, the terms of the offering thereof and related matters
and (iv) such Joint and Several Debt Securities have been duly
executed, authenticated, issued and delivered in accordance with the
provisions of the Joint and Several Senior Debt Indenture and the
applicable definitive purchase, underwriting or similar agreement
approved by each of the TEL Board and the TEC Board upon payment of
the consideration therefor provided for therein, such Joint and
Several Debt Securities will be legally issued by TEC and will
constitute valid and legally binding joint and several obligations of
each of TEL and TEC, enforceable against each of them in accordance
with their terms.

2. With respect to Joint and Several Debt Securities
to be issued under the Joint and Several Senior Subordinated Debt
Indenture, when (i) the Joint and Several Senior Subordinated Debt
Indenture has been duly authorized and validly executed and delivered
by TEC and TEL to the trustee, (ii) the Joint and Several Senior
Subordinated Debt Indenture has been duly qualified under the Trust
Indenture Act, (iii) each of the TEL Board and the TEC Board has taken
all necessary corporate action to approve the issuance and terms of
<PAGE>
such Joint and Several Debt Securities, the terms of the offering
thereof and related matters and (iv) such Joint and Several Debt
Securities have been duly executed, authenticated, issued and
delivered in accordance with the provisions of the Joint and Several
Senior Subordinated Debt Indenture and the applicable definitive
purchase, underwriting or similar agreement approved by each of the
TEL Board and the TEC Board upon payment of the consideration therefor
provided for therein, such Joint and Several Debt Securities will be
legally issued by TEC and will constitute valid and legally binding
joint and several obligations of each of TEL and TEC, enforceable
against each of them in accordance with their terms.

3. With respect to the Joint and Several Warrants,
when (i) each of the TEL Board and the TEC Board has taken all
necessary corporate action to approve the creation of and issuance and
terms of the Joint and Several Warrants, the terms of the offering
thereof and related matters, (ii) the Warrant Agreement relating to
the Joint and Several Warrants (the "Joint and Several Warrant
Agreement") has been duly authorized and validly executed and
delivered by TEC, TEL and the Warrant Agent appointed by TEL and TEC,
and (iii) the Joint and Several Warrants or certificates representing
the Joint and Several Warrants have been duly executed, countersigned,
registered and delivered in accordance with the Joint and Several
Warrant Agreement and the applicable definitive purchase, underwriting
or similar agreement approved by each of the TEL Board and the TEC
Board upon payment of the consideration therefor provided for therein,
the Joint and Several Warrants will be duly authorized and validly
issued by TEC.

4. With respect to TEL Debt Securities to be issued
under the TEL Senior Debt Indenture, when (i) the TEL Senior Debt
Indenture has been duly authorized and validly executed and delivered
by TEL to the trustee, (ii) the TEL Senior Debt Indenture has been
duly qualified under the Trust Indenture Act, (iii) the TEL Board has
taken all necessary corporate action to approve the issuance and terms
of such TEL Debt Securities, the terms of the offering thereof and
related matters and (iv) such TEL Debt Securities have been duly
executed, authenticated, issued and delivered in accordance with the
provisions of the TEL Senior Debt Indenture and the applicable
definitive purchase, underwriting or similar agreement approved by the
TEL Board upon payment of the consideration therefor provided for
therein, such TEL Debt Securities will constitute valid and legally
binding obligations of TEL, enforceable against TEL in accordance with
their terms.

5. With respect to TEL Debt Securities to be issued
under the TEL Senior Subordinated Debt Indenture, when (i) the TEL
Senior Subordinated Debt Indenture has been duly authorized and
validly executed and delivered by TEL to the trustee, (ii) the TEL
Senior Subordinated Debt Indenture has been duly qualified under the
Trust Indenture Act, (iii) the TEL Board has taken all necessary
corporate action to approve the issuance and terms of such TEL Debt
Securities, the terms of the offering thereof and related matters and
(iv) such TEL Debt Securities have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the TEL
Senior Subordinated Debt Indenture and the applicable definitive
purchase, underwriting or similar agreement approved by the TEL Board
<PAGE>
upon payment of the consideration therefor provided for therein, such
TEL Debt Securities will constitute valid and legally binding
obligations of TEL, enforceable against TEL in accordance with their
terms.

6. With respect to TEL Debt Securities to be issued
under the TEL Subordinated Debt Indenture, when (i) the TEL
Subordinated Debt Indenture has been duly authorized and validly
executed and delivered by TEL to the trustee, (ii) the TEL
Subordinated Debt Indenture has been duly qualified under the Trust
Indenture Act, (iii) the TEL Board has taken all necessary corporate
action to approve the issuance and terms of such TEL Debt Securities,
the terms of the offering thereof and related matters and (iv) such
TEL Debt Securities have been duly executed, authenticated, issued and
delivered in accordance with the provisions of the TEL Subordinated
Debt Indenture and the applicable definitive purchase, underwriting or
similar agreement approved by the TEL Board upon payment of the
consideration therefor provided for therein, such TEL Debt Securities
will constitute valid and legally binding obligations of TEL,
enforceable against TEL in accordance with their terms.

Our opinions set forth in paragraphs 1, 2, 4, 5 and 6, above

are subject to the effects of bankruptcy, insolvency, fraudulent conveyance,

reorganization, moratorium and other similar laws relating to or affecting

creditors' rights generally, general equitable principles (whether considered

in a proceeding in equity or at law) and an implied covenant of good faith

and fair dealing.

We are members of the Bar of the State of New York and we do

not express any opinion herein concerning any law other than the law of the

State of New York and the Delaware General Corporation Law.

We hereby consent to the filing of this opinion of counsel as

Exhibit 5.1 to the Registration Statement and to the use of our name under

the caption "Legal Matters" in the Prospectus forming a part of the

Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett

SIMPSON THACHER & BARTLETT

Exhibit 5.2

W.S. WALKER & COMPANY
Attorneys-at-Law
Caledonian House, P.O. Box 265
George Town, Grand Cayman
Cayman Islands
Tel: (809) 949-0100 Fax: (809) 949-7886
Internet: [email protected]

Our Ref: GWP/dw/T183-10663

February 10, 1997

Triton Energy Corporation
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206-9926
U.S.A.

Triton Energy Limited
Caledonian House, Mary Street
P.O. Box 1043
George Town
Grand Cayman
CAYMAN ISLANDS

Dear Sirs:

This opinion is delivered in connection with the Registration Statement on
Form S-3 (the "Registration Statement") filed under the Securities Act of
1933, as amended (the "Act"), by Triton Energy Limited, a Cayman Islands
company ("TEL"), and Triton Energy Corporation, a Delaware corporation
("TEC"), (which Registration Statement constitutes Post-Effective Amendment
No. 2 to Registration Statement No. 33-55347 of TEC and Post-Effective
Amendment No. 3 to Registration Statement No. 33-69230 of TEC) and which
Registration Statement relates to (i) unsecured joint and several debt
securities of TEL and TEC ("Joint and Several Debt Securities") and (ii)
warrants to purchase Joint and Several Debt Securities ("Joint and Several
Debt Warrants") to be issued and sold by TEL and TEC from time to time
pursuant to Rule 415 under the Act for an aggregate initial offering price
not to exceed $400 million and (i) preference shares, par value $0.01 per
share, of TEL ("Preference Shares"), (ii) ordinary shares, par value $0.01
per share, of TEL ("Ordinary Shares"), (iii) unsecured debt securities of TEL
("TEL Debt Securities") and (iv) warrants to purchase Preference Shares,
Ordinary Shares and TEL Debt Securities ("TEL Warrants", and together with
the Joint and Several Debt Warrants, the "Warrants"), to be issued and sold
by TEL from time to time pursuant to Rule 415 under the Act for an aggregate
initial offering price not to exceed $200 million.

For the purposes of giving this opinion, we have examined the documents (the
"Documents") listed in Schedule 1 hereto.

In giving this opinion we have relied upon the assumption set out in Schedule
2 hereto, which we have not independently verified.
<PAGE>
We are Attorneys-at-Law in the Cayman Islands and express no opinion as to
any laws other than the laws of the Cayman Islands in force and as
interpreted at the date hereof. Except as explicitly stated herein, we
express no opinion in relation to any representation or warranty contained in
the documents nor upon the commercial terms of the transactions contemplated
by the documents.

Based upon the foregoing examinations and assumptions and upon such searches
as we have conducted and having regard to legal considerations which we deem
relevant, we are of the opinion that under the law of the Cayman Islands:

1. With respect to the Joint and Several Debt Securities to be issued under
the Joint and Several Senior Debt Indenture, when (i) the Board of
Directors of TEL or a committee thereof properly empowered (such Board
of Directors or committee being hereinafter referred to as the "TEL
Board") has taken all necessary corporate action to approve the terms of
the Joint and Several Senior Debt Indenture and the issue of such Joint
and Several Debt Securities in accordance with the terms of the offering
thereof and related matters, (ii) the Joint and Several Senior Debt
Indenture has been validly executed and delivered by TEL to the trustee,
and (iii) such Joint and Several Debt Securities have been duly
executed, authenticated, issued and delivered in accordance with the
provisions of the Joint and Several Senior Debt Indenture and the
applicable definitive purchase, underwriting or similar agreement
approved by the TEL Board upon payment of the consideration therefor
provided for therein, such Joint and Several Debt Securities will be
legally issued by TEL.

2. With respect to Joint and Several Debt Securities to be issued under the
Joint and Several Senior Subordinated Debt Indenture, when (i) the TEL
Board has taken all necessary corporate action to approve the terms of
the Joint and Several Senior Subordinated Debt Indenture and the issue
of such Joint and Several Debt Securities in accordance with the terms
of the offering thereof and related matters, and (ii) the Joint and
Several Senior Subordinated Debt Indenture has been validly executed and
delivered by TEL to the trustee, and (iii) such Joint and Several Debt
Securities have been duly executed, authenticated, issued and delivered
in accordance with the provisions of the Joint and Several Senior
Subordinated Debt Indenture and the applicable definitive purchase,
underwriting or similar agreement approved by the TEL Board upon payment
of the consideration therefor provided for therein, such Joint and
Several Debt Securities will be legally issued by TEL.

3. With respect to TEL Debt Securities to be issued under the Tel Senior
Debt Indenture, when (i) the TEL Board has taken all necessary corporate
action to approve the terms of the TEL Senior Debt Indenture and the
issue of such TEL Debt Securities in accordance with the terms of the
offering thereof and related matters (ii) the TEL Senior Debt Indenture
has been validly executed and delivered by TEL to the trustee, and (iii)
such TEL Debt Securities have been duly executed, authenticated, issued
and delivered in accordance with the provisions of the TEL Senior Debt
Indenture and the applicable definitive purchase, underwriting or
similar agreement approved by the TEL Board upon payment of the
consideration therefor provided for therein, such TEL Debt Securities
will be legally issued by TEL.
<PAGE>
4. With respect to TEL Debt Securities to be issued under the TEL Senior
Subordinated Debt Indenture, when (i) the TEL Board has taken all
necessary corporate action to approve the terms of the TEL Senior
Subordinated Debt Indenture and the issue of such TEL Debt Securities in
accordance with the terms of the offering thereof and related matters
(ii) the TEL Senior Subordinated Debt Indenture has been validly
executed and delivered by TEL to the Trustee, and (iii) such TEL Debt
Securities have been duly executed, authenticated, issued and delivered
in accordance with the provisions of the TEL Senior Subordinated Debt
Indenture and the applicable definitive purchase, underwriting or
similar agreement approved by the TEL Board upon payment of the
consideration therefor provided for therein, such TEL Debt Securities
will be legally issued by TEL.

5. With respect to TEL Debt Securities to be issued under the TEL
Subordinated Debt Indenture, when (i) the TEL Board has taken all
necessary corporate action to approve the terms of the TEL Subordinated
Debt Indenture and the issue of such TEL Debt Securities in accordance
with the terms of the offering thereof and related matters, (ii) the TEL
Subordinated Debt Indenture has been validly executed and delivered by
TEL to the Trustee, and (iii) such TEL Debt Securities have been duly
executed, authenticated, issued and delivered in accordance with the
provisions of the TEL Subordinated Debt Indenture and the applicable
definitive purchase, underwriting or similar agreement approved by the
TEL Board upon payment of the consideration therefor provided for
therein, such TEL Debt Securities will be legally issued by TEL.

6. With respect to the Ordinary Shares, when (i) the TEL Board has taken
all necessary corporate action to approve the issuance of and the terms
of the offering of the Ordinary Shares and related matters, and (ii)
certificates representing the Ordinary Shares have been duly executed,
countersigned, registered and delivered either (a) in accordance with
the applicable definitive purchase, underwriting or similar agreement
approved by the TEL Board upon payment of the consideration therefor
provided for therein, or (b) upon conversion or exercise of any other
Security, in accordance with the terms of such Security or the
instrument governing such Security providing for such conversion or
exercise as approved by the TEL Board, for the consideration approved by
the TEL Board, the Ordinary Shares will be duly authorized, validly
issued, fully paid and non-assessable.

7. With respect to the Preference Shares, when (i) the TEL Board has taken
all necessary corporate action to approve the issuance and terms of the
Preference Shares, the terms of the offering thereof and related
matters, including the adoption of resolutions establishing the terms of
such Preference Shares, and (ii) certificates representing the
Preference Shares have been executed, countersigned, registered and
delivered either (a) in accordance with the applicable definitive
purchase, underwriting or similar agreement approved by the TEL Board
upon payment of the consideration therefor provided for therein, or (b)
upon conversion or exercise of any other Security, in accordance with
the terms of such Security or the instrument governing such Security
providing for such conversion or exercise as approved by the TEL Board,
for the consideration approved by the TEL Board, the Preference Shares
will be duly authorized, validly issued, fully paid and non-assessable.
<PAGE>
8. With respect to the Warrants, when (i) the TEL Board has taken all
necessary corporate action to approve the creation of and issuance and
terms of the Warrants, the terms of the offering thereof and related
matters, (ii) the Warrant Agreement or Agreements relating to the
Warrants have been duly authorized and validly executed and delivered by
TEL and the Warrant Agent appointed by TEC and TEL, and (iii) the
Warrants or certificates representing the Warrants have been duly
executed, countersigned, registered and delivered in accordance with the
appropriate Warrant Agreement or Agreements and the applicable
definitive purchase underwriting or similar agreement approved by the
TEL Board upon payment of the consideration therefor provided for
therein, the Warrants will be duly authorized and validly issued by TEL.

This opinion is limited to the matters referred to herein and shall not be
construed as extending to any other matter or document not referred to
herein. This opinion is given solely for your benefit and the benefit of
your legal advisers acting in that capacity in relation to this transaction
and may not be relied upon by any other person without our prior written
consent. This opinion is governed by and shall be construed in accordance
with the laws of the Cayman Islands.

We hereby consent to the filing of this opinion as Exhibit 5.2 to the
Registration Statement and all references to our name in the Registration
Statement.

Yours faithfully,

/s/ W.S. WALKER & COMPANY

W.S. Walker & Company
<PAGE>
Schedule 1

1. The Memorandum and Articles of Association of TEL;

2. The Registration Statement;

3. the form of Senior Indenture to be executed by TEC, TEL and The Chase
Manhattan Bank, as trustee;

4. the form of Senior Subordinated Indenture to be executed by TEC, TEL and
United States Trust Company of New York, as trustee;

5. the form of Senior Indenture to be executed by TEL and The Chase
Manhattan Bank, as trustee;

6. the form of Senior Subordinated Indenture to be executed by TEL and
United States Trust Company of New York, as Trustee;

7. the form of Subordinated Indenture to be executed by TEL and The Chase
Manhattan Bank, as trustee;

8. the form of Warrant Agreement for Joint and Several Debt Securities;

9. the form of Warrant Agreement for TEL Debt Securities;

10. the form of Warrant Agreement for Preference Shares and Ordinary Shares;

11. such other documents as we have considered necessary for the purposes of
rendering this opinion.
<PAGE>
Schedule 2

Assumptions

The opinions hereinbefore given are based upon the following assumptions;

1. There are no provisions of the laws of any jurisdiction outside the
Cayman Islands which would be contravened by the execution or delivery
of the Documents and that, in so far as any obligation expressed to be
incurred under the Documents is to be performed in or is otherwise
subject to the laws of any jurisdiction outside the Cayman Islands, its
performance will not be illegal by virtue of the laws of that
jurisdiction.

2. All authorizations, approvals, consents, licences and exemptions
required by and all filings and other requirements of each of the
parties to the Documents outside the Cayman Islands to ensure the
legality and validity of the Documents will be duly obtained, made or
fulfilled and will remain in full force and effect and that any
conditions to which they are subject will be satisfied.

3. None of the parties to any of the Documents will be

(a) a "person in Iraq" as that term is defined in The Iraq and Kuwait
(United Nations Sanctions) (Dependent Territories) Order 1990 or an
"Iraqi person" as defined in The Iraq (United Nations)
(Sequestration of Assets) (Dependent Territories) Order 1993 or a
person resident in the Republic of Iraq for the purposes of The
Caribbean Territories (Control of Gold, Securities, Payment and
Credits: Kuwait and Republic of Iraq) Order 1990; or

(b) a "person connected with Libya" as that term is defined in The
Libya (United Nations Sanctions) (Dependent Territories) Order
1992.

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on Form S-3 of
our report dated February 9, 1996, appearing on page F-2 of Triton Energy
Corporation's Annual Report on Form 10-K for the year ended December 31,
1995. We also consent to the reference to us under the heading "Experts" in
such Prospectuses.

PRICE WATERHOUSE LLP

/s/ Price Waterhouse LLP

Dallas, Texas
February 14, 1997

Exhibit 23.4

[letterhead of DeGolyer and MacNaughton]

February 13, 1997

Triton Energy Limited
Caledonian House
Mary Street
P.O. Box 1043
George Town
Grand Cayman, Cayman Islands

Triton Energy Corporation
6688 North Central Expressway
Suite 400
Dallas, Texas 75206

Gentlemen:

We hereby consent to the incorporation by reference from Triton
Energy Corporation's Annual Report on Form 10-K for the year ended December
31, 1995 (the "Form 10-K"), of certain data from our report dated February
12, 1996, entitled "Appraisal Report as of December 31, 1995 on Certain
Properties in Colombia owned by Triton Colombia Incorporated" and the
specific references to our firm under the caption "Properties--Reserves" in
Item 2 of the Form 10-K in the Registration Statement of Triton Energy
Limited and Triton Energy Corporation (the "Companies") on Form S-3 (the
"Registration Statement") relating to an offering of the Companies'
securities to be filed in February 1997.

We further consent to the references to our firm and inclusion of
certain data from our report dated February 13, 1997, entitled "Appraisal
Report as of December 31, 1996 on Certain Properties in Colombia owned by
Triton Colombia Incorporated" under the captions "The Company--Recent
Developments--Reserves" and "Experts" in the Registration Statement.
Our estimates of reserves, however, for the Cusiana and Cupiagua fields
have been aggregated in the Registration Statement with other Colombian
reserves for which we have not prepared estimates.

Very truly yours,

/s/ DeGolyer and MacNaughton
DeGOLYER and MacNAUGHTON

Exhibit 25.1
_______________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_____________________________
FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
_______________________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________

________________________________________
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)

William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
________________________________________________________
TRITON ENERGY CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 75-1151855
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) tification No.)

6688 North Central Expressway
Suite 1400
Dallas, Texas 75206-9926
(Address of principal executive offices) (Zip Code)
_______________________________________________________
TRITON ENERGY LIMITED
(Exact name of obligor as specified in its charter)

Cayman Islands Not Applicable
(State or other jurisdiction of (I.R.S. employer
incorporation or organization( entification No.)
Caledonian House
Mary Street, P.O. Box 1043
George Town, Grand Cayman, Cayman Islands Not Applicable
(Address of principal executive offices) (Zip Code)

_______________________________________________________
Senior Debt Securities
(Title of the indenture securities)
_______________________________________________________
<PAGE>
GENERAL

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or

supervising authority to which it is

subject.

New York State Banking Department, State

House, Albany, New York 12110. Board of

Governors of the Federal Reserve System,

Washington, D.C., 20551 Federal Reserve

Bank of New York, District No. 2, 33

Liberty Street, New York, N.Y.

Federal Deposit Insurance Corporation,

Washington, D.C., 20429.

(b) Whether it is authorized to exercise

corporate trust powers.

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee,

describe each such affiliation.

None.
<PAGE>
Item 16. List of Exhibits

List below all exhibits filed as a part of this
Statement of Eligibility.

1. A copy of the Articles of Association of the
Trustee as now in effect, including the Organization Certificate and the
Certificates of Amendment dated February 17, 1969, August 31, 1977, December
31, 1980, September 9, 1982, February 28, 1985, December 2, 1991 and July 10,
1996 (see Exhibit 1 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).

2. A copy of the Certificate of Authority of the
Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection
with Registration Statement No. 33-50010, which is incorporated by
reference).

3. None, authorization to exercise corporate trust powers
being contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see
Exhibit 4 to Form T-1 filed in connection with Registration Statement No.
333-06249, which is incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of
the Act (see Exhibit 6 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).

7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of
1939 the Trustee, The Chase Manhattan Bank, a corporation organized and
existing under the laws of the State
of New York, has duly caused this statement of eligibility to be signed on
its behalf by the undersigned, thereunto duly authorized, all in the City of
New York and State of New York, on the 27th day of January, 1997.
THE CHASE MANHATTAN BANK

By /s/L. O'Brien
L. O'Brien
Senior Trust Officer
<PAGE>
Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business September 30, 1996, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

[CAPTION]
<TABLE>

Dollar Amounts
ASSETS in Millions
<C> <S>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin . . . . . . $ 11,095
Interest-bearing balances . . . . . . . . . . . . . . . . . . . 4,998
Securities:
Held to maturity securities . . . . . . . . . . . . . . . . . . . . 3,231
Available for sale securities . . . . . . . . . . . . . . . . . . . 38,078
Federal Funds sold and securities purchased under agreements to
resell in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBF's:
Federal funds sold . . . . . . . . . . . . . . . . . . . . . . 8,018
Securities purchased under agreements to resell . . . . . . . . 731
Loans and lease financing receivables:
Loans and leases, net of unearned income . . . . . . . . . . . $ 130,513
Less: Allowance for loan and lease losses . . . . . . . . . . . 2,938
Less: Allocated transfer risk reserve . . . . . . . . . . . . . 27
Loans and leases, net of unearned income, allowance, and reserve
127,548
Trading Assets . . . . . . . . . . . . . . . . . . . . . . . . . . 48,576
Premises and fixed assets (including capitalized leases) . . . . . 2,850
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . 300
Investments in unconsolidated subsidiaries and associated companies 92
Customer's liability to this bank on acceptances outstanding . . . 2,777
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . 1,361
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,204

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 261,859

LIABILITIES
Deposits

In domestic offices . . . . . . . . . . . . . . . . . . . . . . $ 80,163
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . $ 30,596
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . 49,567
In foreign offices, Edge and Agreement subsidiaries, and IBF's 65,173
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . $ 3,616
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . 61,557

Federal funds purchased and securities sold under agreements to
repurchase in domestic offices of the bank and of its Edge
and Agreement subsidiaries, and in IBF's Federal funds
purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,594
Securities sold under agreements to repurchase . . . . . . . . 14,110
Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . 2,200
Trading liabilities . . . . . . . . . . . . . . . . . . . . . . . . 30,136
Other Borrowed money:
With a remaining maturity of one year or less . . . . . . . . . 16,895
With a remaining maturity of more than one year . . . . . . . . 449
Mortgage indebtedness and obligations under capitalized leases . . 49
Bank's liability on acceptances executed and outstanding . . . . . 2,764

Subordinated notes and debentures . . . . . . . . . . . . . . . . . 5,471
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 13,997

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . 246,001

Limited-Life Preferred stock and related surplus . . . . . . . . . 550

EQUITY CAPITAL
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,209<PAGE>
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,176
Undivided profits and capital reserves . . . . . . . . . . . . . . 4,385
Net unrealized holding gains (Losses) on available-for-sale
securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . (481)
Cumulative foreign currency translation adjustments . . . . . . . . 19

TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . . . . 15,308

TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK AND EQUITY
CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 261,859
</TABLE>

I, Joseph L. Sclafani, S.V.P. & Controller of the above-
named bank, do hereby declare that this Report of
Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory
authority and is true to the best of my knowledge and
belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )

Exhibit 25.4
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
__________________________

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
__________________________
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) _______
__________________________

UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)

New York 13-3818954
(Jurisdiction of incorporation (I.R.S. Employer
if not a U.S. national bank) Identification Number)
114 West 47th Street 10036-1532
New York, New York (Zip Code)
(Address of principal
executive offices)

__________________________
Triton Energy Corporation
(Exact name of obligor as specified in its charter
Texas 75-1151855
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

6688 North Central Expressway
Suite 1400
Dallas, Texas 75206-9926
(Address of principal executive offices) (Zip code)

__________________________
Triton Energy Limited
(Exact name of obligor as specified in its charter)
Cayman Islands N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Caledonian House
P.O. Box 1043, George Town
Grand Cayman, Cayman Islands
British West Indies N/A
Address of principal executive offices) (Zip code)

__________________________
Senior Subordinated
(Title of the indenture securities)
<PAGE>
GENERAL

1. General Information

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to
which it is subject.

Federal Reserve Bank of New York (2nd District), New York, New York
(Board of Governors of the Federal Reserve System).
Federal Deposit Insurance Corporation, Washington, D. C.
New York State Banking Department, Albany, New York

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

2. Affiliations with the Obligor

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

3,4,5,6,7,8,9,10,11,12,13,14 and 15.

The Triton Energy Corporation and Triton Energy Limited is currently not
in default under any of its outstanding securities for which United
States Trust Company of New York is Trustee. Accordingly, responses to
Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 of Form T-1 are not
required under General Instruction B.
<PAGE>
16. List of Exhibits

T-1.1 -- Organization Certificate, as amended, issued by the State
of New York Banking Department to transact business as a
Trust Company, is incorporated by reference to Exhibit T-
1.1 to Form T-1 filed on September 15, 1995 with the
Commission pursuant to the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990
(Registration No.
33-97056).

T-1.2 -- Included in Exhibit T-1.1.

T-1.3 -- Included in Exhibit T-1.1.

T-1.4 -- The By-Laws of United States Trust Company of New York,
as amended, is incorporated by reference to Exhibit T-1.4
to Form T-1 filed on September 15, 1995 with the
Commission pursuant to the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990
(Registration No.
33-97056).

T-1.6 -- The consent of the trustee required by Section 321(b) of
the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990.

T-1.7 -- A copy of the latest report of condition of the trustee
pursuant to law or the requirements of its supervising or
examining authority.

NOTE

As of January 27, 1997, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U. S. Trust
Corporation. The term "trustee" in Item 2, refers to each of United
States Trust Company of New York and its parent company, U. S. Trust
Corporation.

In answering Item 2 in this statement of eligibility, as to matters
peculiarly within the knowledge of the obligor or its directors, the
trustee has relied upon information furnished to it by the obligor and
will rely on information to be furnished by the obligor and the trustee
disclaims responsibility for the accuracy or completeness of such
information.

_____________________
<PAGE>
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, United States Trust Company of New York, a corporation
organized and existing under the laws of the State of New York, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York, and
State of New York, on the 27th day of January, 1997.

UNITED STATES TRUST COMPANY OF
NEW YORK, Trustee

By: /s/ Gerard F. Ganey
Gerard F. Ganey
Senior Vice President
<PAGE>
EXHIBIT T-1.7

UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
(IN THOUSANDS)

<C> <S>
ASSETS
Cash and Due from Banks . . . . . . . . . . . . . . . . $ 38,257

Short-Term Investments . . . . . . . . . . . . . . . . 82,377

Securities, Available for Sale . . . . . . . . . . . . 861,975

Loans . . . . . . . . . . . . . . . . . . . . . . . . . 1,404,930
Less: Allowance for Credit Losses 13,048
Net Loans . . . . . . . . . . . . . . . . . . . . . 1,391,882
Premises and Equipment . . . . . . . . . . . . . . . . 60,012
Other Assets . . . . . . . . . . . . . . . . . . . . . 133,673
Total Assets . . . . . . . . . . . . . . . . . . . $2,568,176

LIABILITIES
Deposits:
Non-Interest Bearing . . . . . . . . . . . . . . . $ 466,849
Interest Bearing . . . . . . . . . . . . . . . . . 1,433,894
Total Deposits . . . . . . . . . . . . . . 1,900,743

Short-Term Credit Facilities . . . . . . . . . . . . . 369,045
Accounts Payable and Accrued Liabilities . . . . . . . 143,604
Total Liabilities . . . . . . . . . . . . . . . . . $2,413,392

STOCKHOLDER'S EQUITY
Common Stock . . . . . . . . . . . . . . . . . . . . . 14,995
Capital Surplus . . . . . . . . . . . . . . . . . . . . 42,394
Retained Earnings . . . . . . . . . . . . . . . . . . . 98,402
Unrealized Gains (Losses) on Securities Available for
Sale, Net of Taxes . . . . . . . . . . . . . . . . . . (1,007)
Total Stockholder's Equity . . . . . . . . . . . . . . 154,784
Total Liabilities and Stockholder's Equity . . . . $2,568,176
</TABLE>
<PAGE>
Exhibit T-1.6

The consent of the trustee required by Section 321(b) of the Act.

United States Trust Company of New York
114 West 47th Street
New York, NY 10036

September 1, 1995

Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549

Gentlemen:

Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of

1939, as amended by the Trust Indenture Reform Act of 1990, and subject to

the limitations set forth therein, United States Trust Company of New York

("U.S. Trust") hereby consents that reports of examinations of U.S. Trust by

Federal, State, Territorial or District authorities may be furnished by such

authorities to the Securities and Exchange Commission upon request therefor.

Very truly yours,

UNITED STATES TRUST COMPANY
OF NEW YORK

By: S/Gerard F. Ganey
Senior Vice President