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                                                                     Exhibit 4.9

                            COMSTOCK RESOURCES, INC.,

                              SUBSIDIARY GUARANTORS

                                  NAMED HEREIN

                                       and

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.

                                     Trustee

                                   ----------

                                    INDENTURE

                             Dated as of ___________

                                   ----------

                                 DEBT SECURITIES

               Reconciliation and Tie between Trust Indenture Act
           of 1939 and Indenture, dated as of _______________________



        Trust Indenture                                           Indenture
          Act Section                                              Section
- -------------------------------                              -------------------
                                                          
Section 310 (a)(1)
   (a)(2)                                                                    5.7
   (b)                                                                       5.7
Section 311 (a)                                                    5.7, 5.8, 5.9
   (b)                                                                      5.12
Section 312                                                                  6.1
Section 313                                                                  6.2
Section 314 (a)                                                              6.3
   (a)(4)                                                         Not Applicable
   (c)(1)                                                                   14.1
   (c)(2)                                                                   14.1
   (e)                                                                      14.1
Section 315 (a)                                                              5.1
   (b)                                                                      5.13
   (c)                                                                       5.1
   (d)                                                                       5.1
Section 316 (a) (last sentence)                              1.1 ("Outstanding")
   (a)(1)(A)                                                           4.2, 4.12
   (a)(1)(B)                                                                4.13
   (b)                                                                       4.8
   (c)                                                                   41.3(d)
Section 317 (a)(1)                                                           4.3
   (a)(2)                                                                    4.4
   (b)                                                                       9.3
Section 318 (a)                                                         14.10(b)


Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

                                TABLE OF CONTENTS



                                                                                             Page
                                                                                             ----
                                                                                          
ARTICLE I.      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...................     1
Section 1.1        Definitions............................................................     1
Section 1.2        Other Definitions......................................................     8
Section 1.3        Incorporation by Reference of Trust Indenture Act......................     9
Section 1.4        Rules of Construction..................................................     9

ARTICLE II.     THE SECURITIES............................................................    10
Section 2.1        Amount of Securities; Issuable in Series...............................    10
Section 2.2        Form and Dating........................................................    12
Section 2.3        Execution and Authentication...........................................    13
Section 2.4        Registrar and Paying Agent.............................................    13
Section 2.5        Paying Agent To Hold Money in Trust....................................    14
Section 2.6        Securityholder Lists...................................................    14
Section 2.7        Replacement Securities.................................................    14
Section 2.8        Outstanding Securities.................................................    14
Section 2.9        Temporary Securities...................................................    15
Section 2.10       Cancellation...........................................................    15
Section 2.11       Defaulted Interest.....................................................    15
Section 2.12       CUSIP Numbers..........................................................    15

ARTICLE III.    SATISFACTION AND DISCHARGE................................................    16
Section 3.1        Satisfaction and Discharge of Indenture................................    16
Section 3.2        Application of Trust Money.............................................    17

ARTICLE IV.     DEFAULTS AND REMEDIES.....................................................    17
Section 4.1        Events of Default......................................................    17
Section 4.2        Acceleration of Maturity; Rescission and Annulment.....................    18
Section 4.3        Collection of Indebtedness and Suits for Enforcement by Trustee........    20
Section 4.4        Trustee May File Proofs of Claim.......................................    20
Section 4.5        Trustee May Enforce Claims Without Possession of Securities............    21
Section 4.6        Application of Money Collected.........................................    21
Section 4.7        Limitation on Suits....................................................    22
Section 4.8        Unconditional Right of Holders to Receive Principal,
                   Premium and Interest...................................................    22
Section 4.9        Restoration of Rights and Remedies.....................................    22
Section 4.10       Rights and Remedies Cumulative.........................................    23
Section 4.11       Delay or Omission Not Waiver...........................................    23
Section 4.12       Control by Holders.....................................................    23
Section 4.13       Waiver of Past Defaults................................................    23
Section 4.14       Waiver of Stay, Extension or Usury Laws................................    24

ARTICLE V.      THE TRUSTEE...............................................................    24
Section 5.1        Duties of Trustee......................................................    24
Section 5.2        Certain Rights of Trustee..............................................    25
Section 5.3        Trustee Not Responsible for Recitals or Issuance of Securities.........    26
Section 5.4        May Hold Securities....................................................    26



                                        i


                                                                                           
Section 5.5        Money Held in Trust....................................................    26
Section 5.6        Compensation and Reimbursement.........................................    27
Section 5.7        Corporate Trustee Required; Eligibility................................    27
Section 5.8        Conflicting Interests..................................................    28
Section 5.9        Resignation and Removal; Appointment of Successor......................    28
Section 5.10       Acceptance of Appointment by Successor.................................    29
Section 5.11       Merger, Conversion, Consolidation or Succession to Business............    30
Section 5.12       Preferential Collection of Claims Against Company......................    30
Section 5.13       Notice of Defaults.....................................................    30

ARTICLE VI.     HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.........................    31
Section 6.1        Holders' Lists; holder Communications; Disclosure Respecting Holders...    31
Section 6.2        Reports by Trustee.....................................................    31
Section 6.3        Reports by Company.....................................................    31

ARTICLE VII.    CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE......................    32
Section 7.1        Company May Consolidate, etc., Only on Certain Terms...................    32
Section 7.2        Successor Substituted..................................................    33

ARTICLE VIII.   SUPPLEMENTAL INDENTURES...................................................    33
Section 8.1        Supplemental Indentures Without Consent of Holders.....................    33
Section 8.2        Supplemental Indentures with Consent of Holders........................    35
Section 8.3        Execution of Supplemental Indentures...................................    36
Section 8.4        Effects of Supplemental Indentures.....................................    36
Section 8.5        Conformity with Trust Indenture Act....................................    36
Section 8.6        References in Securities to Supplemental Indentures....................    36
Section 8.7        Notice of Supplemental Indentures......................................    36

ARTICLE IX.     COVENANTS.................................................................    36
Section 9.1        Payment of Principal, Premium, if any, and Interest....................    36
Section 9.2        Maintenance of Office or Agency........................................    37
Section 9.3        Money for Security Payments to Be Held in Trust........................    37
Section 9.4        Corporate Existence....................................................    38
Section 9.5        Statement by Officers as to Default....................................    38
Section 9.6        Waiver of Certain Covenants............................................    39
Section 9.7        Additional Amounts.....................................................    39

ARTICLE X.      REDEMPTION OF SECURITIES..................................................    40
Section 10.1       Notice to Trustee......................................................    40
Section 10.2       Selection by Trustee of Securities to Be Redeemed......................    40
Section 10.3       Notice of Redemption...................................................    41
Section 10.4       Deposit of Redemption Price............................................    41
Section 10.5       Securities Payable on Redemption Date..................................    41
Section 10.6       Securities Redeemed in Part............................................    42

ARTICLE XI.     DEFEASANCE AND COVENANT DEFEASANCE........................................    42
Section 11.1       Company's Option to Effect Defeasance of Covenant Defeasance...........    42
Section 11.2       Defeasance and Discharge...............................................    42
Section 11.3       Covenant Defeasance....................................................    43



                                       ii


                                                                                           
Section 11.4       Conditions to Defeasance or Covenant Defeasance........................    43
Section 11.5       Deposited Money and U.S. Government Obligations to Be Held
                   in Trust; Other Miscellaneous Provisions...............................    45
Section 11.6       Reinstatement..........................................................    45

ARTICLE XII.    SUBSIDIARY GUARANTEES.....................................................    46
Section 12.1       Unconditional Guarantee................................................    46
Section 12.2       Subsidiary Guarantors May Consolidate, etc., on Certain Terms..........    47
Section 12.3       Release of Subsidiary Guarantors.......................................    48
Section 12.4       Limitation of Subsidiary Guarantors' Liability.........................    48
Section 12.5       Contribution...........................................................    49
Section 12.6       Subordination of Subsidiary Guarantees.................................    49
Section 12.7       Severability...........................................................    49

ARTICLE XIII.   MISCELLANEOUS.............................................................    49
Section 13.1       Compliance Certificates and Opinions...................................    49
Section 13.2       Form of Documents Delivered to Trustee.................................    50
Section 13.3       Acts of Holders........................................................    50
Section 13.4       Notices, etc. to Trustee, Company and Subsidiary Guarantors............    52
Section 13.5       Notice to Holders; Waiver..............................................    52
Section 13.6       Effect of Headings and Table of Contents...............................    52
Section 13.7       Successors and Assigns.................................................    53
Section 13.8       Severability...........................................................    53
Section 13.9       Benefits of Indenture..................................................    53
Section 13.10      Governing Law; Trust Indenture Act Controls............................    53
Section 13.11      Legal Holidays.........................................................    54
Section 13.12      No Recourse Against Others.............................................    54
Section 13.13      Duplicate Originals....................................................    54
Section 13.14      No Adverse Interpretation of Other Agreements..........................    54

ARTICLE XIV.    SUBORDINATION OF SECURITIES...............................................    54
Section 14.1       Securities Subordinated to Senior Indebtedness.........................    54
Section 14.2       Distribution on Dissolution, Liquidation and Reorganization;
                   Subrogation of Securities..............................................    55
Section 14.3       Payments of Securities Permitted.......................................    57
Section 14.4       Authorization of Holders of Securities to Trustee to
                   Effect Subordination...................................................    57
Section 14.5       Notices to Trustee.....................................................    58
Section 14.6       Trustee as Holder of Senior Indebtedness...............................    58
Section 14.7       Modification of Terms of Senior Indebtedness...........................    59


Appendix A - Form of Security


                                       iii

     THIS INDENTURE, dated as of __________________, is between COMSTOCK
RESOURCES, INC., a Nevada corporation (hereinafter called the "Company"), the
SUBSIDIARY GUARANTORS (as defined hereinafter) and THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee (hereinafter called the "Trustee").

     Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of the Company's [Title of Debt
Security], to be issued, from time to time, in one or more series as in this
Indenture provided (the "Securities"):

                                   ARTICLE I.

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 1.1 Definitions.

     "Act," when used with respect to any Holder, has the meaning specified in
Section 13.3.

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

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

     "Board of Directors" means, with respect to the Company, either the board
of directors of the Company or any duly authorized committee of such board of
directors, and, with respect to any Subsidiary, either the board of directors of
such Subsidiary or any duly authorized committee of that board or, in the case
of a Subsidiary not having a board of directors, the manager or other person
performing a function comparable to a board of directors of a corporation.

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


                                       1

     "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in the cities of New York, New
York or Dallas, Texas are authorized or obligated by law or executive order to
close.

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

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

     "Cash Equivalents" means (i) any evidence of Indebtedness with a maturity
of 90 days or less issued or directly and fully guaranteed or insured by the
United States of America or any agency or instrumentality thereof (provided that
the full faith and credit of the United States of America is pledged in support
thereof); (ii) demand and time deposits and certificates of deposit or
acceptances with a maturity of 90 days or less of any financial institution that
is a member of the Federal Reserve System having combined capital and surplus
and undivided profits of not less than $500,000,000; (iii) commercial paper with
a maturity of 180 days or less issued by a corporation that is not an Affiliate
of the Company and is organized under the laws of any state of the United States
or the District of Columbia and rated at least A-l by S&P or at least P-l by
Moody's; (iv) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clause (i) above entered into
with any commercial bank meeting the specifications of clause (ii) above; (v)
overnight bank deposits and bankers' acceptances at any commercial bank meeting
the qualifications specified in clause (ii) above; (vi) demand and time deposits
and certificates of deposit with any commercial bank organized in the United
States not meeting the qualifications specified in clause (ii) above, provided
that such deposits and certificates support bond, letter of credit and other
similar types of obligations incurred in the ordinary course of business; and
(vii) investments in money market or other mutual funds substantially all of
whose assets comprise securities of the types described in clauses (i) through
(v) above.

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

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

     "Common Stock" of any Person means Capital Stock of such Person that does
not rank prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or


                                       2

involuntary liquidation, dissolution or winding-up of such Person, to shares of
Capital Stock of any other class of such Person.

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

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

     "Corporate Trust Office" means the office of the Trustee at which at any
particular time the trust created by this Indenture is administered, which
office at the date of execution of this Indenture is located at 600 North Pearl
Street - Suite 420, Dallas, Texas 75201.

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

     "Event of Default" has the meaning specified in Section 4.1 hereof.

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

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

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

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

     The term "guarantee" means, as applied to any obligation, (i) a guarantee
(other than by endorsement of negotiable instruments or documents for collection
in the ordinary course of business), direct or indirect, in any manner, of any
part or all of such obligation and (ii) an agreement, direct or indirect,
contingent or otherwise, the practical effect of which is to assure in any way
the payment or performance (or payment of damages in the event of
non-performance) of all or any part of such obligation, including, without
limiting the foregoing, the payment of amounts drawn down under letters of
credit. When used as a verb, "guarantee" has a corresponding meaning.


                                       3

     "Guarantor Senior Debt" means, unless otherwise provided with respect to
the Securities of a series as contemplated by Section 2.1, (1) all Indebtedness
of a Subsidiary Guarantor, whether currently outstanding or hereafter issued,
unless, by the terms of the instrument creating or evidencing such Indebtedness,
it is provided that such Indebtedness is not superior in right of payment to the
Subsidiary Guarantee or to other Indebtedness which is pari passu with or
subordinated to the Subsidiary Guarantee, and (2) any modifications, refunding,
deferrals, renewals or extensions of any such Indebtedness or securities, notes
or other evidence of Indebtedness issued in exchange for such Indebtedness;
provided that in no event shall "Guarantor Senior Debt" include (a) Indebtedness
of a Subsidiary Guarantor owed or owing to any Subsidiary of such Subsidiary
Guarantor or any officer, director or employee of such Subsidiary Guarantor or
any Subsidiary of such Subsidiary Guarantor, (b) Indebtedness to trade creditors
or (c) any liability for taxes owed or owing by a Subsidiary Guarantor.

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

     "Indebtedness" means, with respect to any Person, without duplication, (a)
all liabilities of such Person, contingent or otherwise, for borrowed money or
for the deferred purchase price of Property or services (excluding any trade
accounts payable and other accrued current liabilities incurred and reserves
established in the ordinary course of business) and all liabilities of such
Person incurred in connection with any agreement to purchase, redeem, exchange,
convert or otherwise acquire for value any Capital Stock of such Person, or any
warrants, rights or options to acquire such Capital Stock outstanding on the
date of this Indenture or thereafter, if, and to the extent, any of the
foregoing would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP, (b) all obligations of such Person evidenced
by bonds, notes, debentures or other similar instruments, if, and to the extent,
any of the foregoing would appear as a liability upon a balance sheet of such
Person prepared in accordance with GAAP, (c) all obligations of such Person with
respect to letters of credit, (d) all indebtedness of such Person created or
arising under any conditional sale or other title retention agreement with
respect to Property acquired by such Person (even if the rights and remedies of
the seller or lender under such agreement in the event of default are limited to
repossession or sale of such Property), but excluding trade accounts payable and
reserves established arising in the ordinary course of business, (e) all
Capitalized Lease Obligations of such Person, and (f) all guarantees by such
Person of Indebtedness referred to in this definition.

     "Indenture" means this instrument as originally executed and as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof. The term
"Indenture" shall also include the terms of a particular series of Securities
established as contemplated by Section 2.1.

     "Insolvency or Liquidation Proceeding" means, with respect to any Person,
(a) an insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or similar case or proceeding in connection
therewith, relative to such Person or its creditors, as such, or its assets or
(b) any liquidation, dissolution or other winding-up proceeding of such Person,
whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy or (c) any assignment for the benefit of creditors or any other
marshaling of assets and liabilities of such Person.


                                       4

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

     "Issue Date" means the date on which the Securities were first issued under
this Indenture.

     "Liquid Securities" means securities (i) of an issuer that is not an
Affiliate of the Company, (ii) that are publicly traded on the New York Stock
Exchange, the American Stock Exchange or the Nasdaq National Market and (iii) as
to which the Company is not subject to any restrictions on sale or transfer
(including any volume restrictions under Rule 144 under the Securities Act or
any other restrictions imposed by the Securities Act) or as to which a
registration statement under the Securities Act covering the resale thereof is
in effect for as long as the securities are held; provided that securities
meeting the requirements of clauses (i), (ii) and (iii) above shall be treated
as Liquid Securities from the date of receipt thereof until and only until the
earlier of (a) the date on which such securities are sold or exchanged for cash
or Cash Equivalents and (y) 150 days following the date of receipt of such
securities. If such securities are not sold or exchanged for cash or Cash
Equivalents within 120 days of receipt thereof, for purposes of determining
whether the transaction pursuant to which the Company or a Restricted Subsidiary
received the securities was in compliance with Section 9.16 hereof, such
securities shall be deemed not to have been Liquid Securities at any time.

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

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

     "Obligations" means all obligations for principal, premium, interest,
penalties, fees, indemnifications, payments with respect to any letters of
credit, reimbursements, damages and other liabilities payable under the
documentation governing any Indebtedness.

     "Officers" means, with respect to any Person, the Chief Executive Officer,
the President, any Vice President, the Chief Financial Officer and the Treasurer
of such Person.

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

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

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

          (i) Securities theretofore canceled by the Trustee or delivered to the
     Trustee for cancellation;


                                       5

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

          (iii) Securities, except to the extent provided in Sections 11.2 and
     11.3 hereof, with respect to which the Company has effected legal
     defeasance or covenant defeasance as provided in Article XI hereof; and

          (iv) Securities which have been paid pursuant to Section 2.7 hereof or
     in exchange for or in lieu of which other Securities have been
     authenticated and delivered pursuant to this Indenture, other than any such
     Securities in respect of which there shall have been presented to the
     Trustee proof satisfactory to it that such securities are held by a bona
     fide purchaser in whose hands the Securities are valid obligations of the
     Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, consent, notice or waiver hereunder, and for the
purpose of making the calculations required by TIA Section 313, Securities owned
by the Company, any Subsidiary Guarantor or any other obligor upon the
Securities or any Affiliate of the Company, any Subsidiary Guarantor or such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making such
calculation or in relying upon any such request, demand, authorization,
direction, consent, notice or waiver, only Securities which the Trustee knows to
be so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company, any Subsidiary Guarantor or
any other obligor upon the Securities or any Affiliate of the Company, any
Subsidiary Guarantor or such other obligor.

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

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

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

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


                                       6

     "Regular Record Date" for the interest payable on any Interest Payment Date
means ___ or ___ (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date.

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

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

     "S&P" means Standard and Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors.

     "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

     "Securities Act" means the Securities Act of 1933, as amended from time to
time, and any successor act thereto.

     "Senior Indebtedness" means any Indebtedness of the Company (whether
outstanding on the date hereof or hereinafter incurred), unless such
Indebtedness is Subordinated Indebtedness.

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

     "Subordinated Indebtedness" means Indebtedness of the Company or a
Subsidiary Guarantor which is expressly subordinated in right of payment to the
Securities or the Subsidiary Guarantees, as the case may be.

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

     "Subsidiary Guarantee" has the meaning specified in Section 12.1 hereof.

     "Subsidiary Guarantor" means (i) those Subsidiaries designated as such
pursuant to Section 2.1(20), and (ii) any Person that becomes a successor
guarantor of the Securities in compliance with the provisions of Section 12.2
hereof.


                                       7

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

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

     "Unrestricted Subsidiary" means (i) any Subsidiary of the Company that at
the time of determination will be designated an Unrestricted Subsidiary by the
Board of Directors of the Company as provided below and (ii) any Subsidiary of
an Unrestricted Subsidiary. The Board of Directors of the Company may designate
any Subsidiary of the Company as an Unrestricted Subsidiary so long as (a)
neither the Company nor any Restricted Subsidiary is directly or indirectly
liable pursuant to the terms of any Indebtedness of such Subsidiary; and (b) no
default with respect to any Indebtedness of such Subsidiary would permit (upon
notice, lapse of time or otherwise) any holder of any other Indebtedness of the
Company or any Restricted Subsidiary to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its Stated Maturity. Any such designation by the Board of Directors of the
Company shall be evidenced to the Trustee by filing a Board Resolution with the
Trustee giving effect to such designation.

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

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

     Section 1.2 Other Definitions.



Term                            Defined in
- ----                            ----------
                             
"Funding Guarantor"                   12.5
"Global Security"               Appendix A
"OID"                                  2.1
"Paying Agent"                         2.4
"Registrar"                            2.4
"Representative"                      13.2
"Security Register"                    2.4
"Surviving Entity"                  7.1(a)
"U.S. Government Obligations"      11.4(a)



                                       8

     Section 1.3 Incorporation by Reference of Trust Indenture Act.

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

     "indenture securities" means the Securities,

     "indenture security holder" means a Holder,

     "indenture to be qualified" means this Indenture,

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

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

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

     Section 1.4 Rules of Construction.

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

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

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

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

          (d) the masculine gender includes the feminine and the neuter;

          (e) a "day" means a calendar day;

          (f) the term "merger" includes a statutory share exchange and the term
"merged" has a correlative meaning;

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

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


                                       9

                                   ARTICLE II.

                                 THE SECURITIES

     Section 2.1 Amount of Securities; Issuable in Series.

     The aggregate principal amount of Securities Outstanding at any one time is
unlimited except as provided in Section 2.7 hereof. All Securities shall be
identical in all respects other than issue price and issuance dates. The
Securities may be issued in one or more series; provided, however, that any
Securities issued with original issue discount ("OID") for Federal income tax
purposes shall not be issued as part of the same series as any Securities that
are issued with a different amount of OID or are not issued with OID.

     There shall be established in or pursuant to a resolution of the Board of
Directors and, subject to Section 2.3, set forth or determined in the manner
provided in an Officer's Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of such Securities:

               (1) whether such Securities shall be issued as part of a new or
          existing series of Securities and the title of such Securities (which
          shall distinguish the Securities of the series from Securities of any
          other series);

               (2) any limit upon the aggregate principal amount of such
          Securities which may be authenticated and delivered under this
          Indenture.

               (3) the issue price and issuance date of such Securities,
          including the date from which interest on such Securities shall
          accrue;

               (4) if applicable, that such Securities shall be issuable in
          whole or in part in the form of one or more Global Securities, and, in
          such case, the respective depositories for such Global Securities, and
          any transfer of such Global Security in whole or in part may be
          registered, in the name or names of Persons other than the depository
          for such Global Security or a nominee thereof;

               (5) the date or dates on which the principal of the Securities of
          the series is payable or the method of determination thereof;

               (6) the rate or rates at which the Securities of the series shall
          bear interest, if any, or the formula, method or provision pursuant to
          which such rate or rates are determined, the date or dates from which
          such interest shall accrue or the method of determination thereof, the
          Interest Payment Date on which such interest shall be payable and the
          record date for the interest payable on any Interest Payment Date;

               (7) the place or places where, subject to the provisions of
          Section 9.2, the principal of and any premium and interest on
          Securities of the series shall be payable, Securities of the series
          may be surrendered for registration of transfer, Securities of the
          series may be surrendered for exchange and notices, and


                                       10

          demands to or upon the Company in respect of the Securities of the
          series and this Indenture may be served;

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

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

               (10) whether payment of principal of and premium, if any, and
          interest, if any, on the Securities of the series shall be without
          deduction for taxes, assessments or governmental charges paid by
          Holders of the series;

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

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

               (13) if and as applicable, that the Securities of the series
          shall be issuable in whole or in part in the form of one or more
          Global Securities and, in such case, the depositary or depositaries
          for such Global Security or Global Securities and any circumstances in
          which any such Global Security may be transferred to, and registered
          and exchanged for Securities registered in the name of, a Person other
          than the Depositary for such Global Security or a nominee thereof and
          in which any such transfer may be registered;

               (14) any deletions from, modifications of or additions to the
          Events of Default set forth in Section 4.1 or the covenants of the
          Company set forth in Article IX with respect to the Securities of such
          series;

               (15) whether and under what circumstances the Company will pay
          additional amounts on the Securities of the series held by a Person
          who is not a U.S. person in respect of any tax, assessment or
          governmental charge withheld or deducted and, if so, whether the
          Company will have the option to redeem the Securities of the series
          rather than pay such additional amounts;

               (16) if the Securities of the 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;

               (17) if the Securities of the series are to be convertible into
          or exchangeable for any other security or property of the Company,
          including,


                                       11

          without limitation, securities of another Person held by the Company
          or its Affiliates and, if so, the terms thereof;

               (18) if other than as provided in Sections 11.2 and 11.3, the
          means of defeasance or covenant defeasance as may be specified for the
          Securities of the Series;

               (19) if other than the Trustee, the identity of the initial
          Security Registrar and any initial Paying Agent;

               (20) whether the Securities of the series will be guaranteed
          pursuant to the Subsidiary Guarantees, the names of the Subsidiaries
          that will initially be Subsidiary Guarantors and Unrestricted
          Subsidiaries (if there are Subsidiary Guarantees), any modifications
          to the terms of Article XII applicable to the Securities of such
          series and the applicability of any other guarantees; and

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

     All Securities of any one series need not be issued at the same time and,
unless otherwise provided, a series may be reopened, without the consent of the
Holders, for increases in the aggregate principal amount of such series of
Securities and issuances of additional Securities of such series or for the
establishment of additional terms with respect to the Securities of such series.

     If any of the terms of any series are established by action taken pursuant
to a resolution of the Board of Directors, a copy of an appropriate record of
such action shall be certified by the Secretary or any Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate or the trust indenture supplementary thereto setting forth
the terms of the series.

     Notwithstanding anything to the contrary in this Section or otherwise in
this Indenture, any additional issuance of Securities after the Issue Date,
whether such Securities are of the same or a different series than the
Securities first issued under this Indenture, shall be in a principal amount
greater than or equal to $25,000,000.

     Section 2.2 Form and Dating.

     Provisions relating to the Securities of each series are set forth in
Appendix A, which is hereby incorporated in and expressly made a part of this
Indenture. The Securities of each series and the Trustee's certificate of
authentication shall be substantially in the form of Appendix A which is hereby
incorporated in and expressly made a part of this Indenture. The Securities of
each series may have notations, legends or endorsements required by law, stock
exchange rule, agreements to which the Company is subject, if any, or usage,
provided that any such notation, legend or endorsement is in a form reasonably
acceptable to the Company. Each Security shall be dated the date of its
authentication. The terms of the Securities of each series set forth in Appendix
A are part of the terms of this Indenture.


                                       12

     Section 2.3 Execution and Authentication.

     Two Officers of the Company shall sign the Securities for the Company by
manual or facsimile signature. The Company's seal may be impressed, affixed,
imprinted or reproduced on the Securities and may be in facsimile form.

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a written order of the
Company signed by two Officers of the Company for the authentication and
delivery of such Securities, and the Trustee in accordance with such written
order of the Company shall authenticate and deliver such Securities.

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

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

     Section 2.4 Registrar and Paying Agent.

     The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange (the "Registrar") and an
office or agency where Securities may be presented for payment (the "Paying
Agent"). The Registrar shall keep a register (the "Security Register") of the
Securities and of their transfer and exchange. The Company may have one or more
co-registrars and one or more additional paying agents. The term "Paying Agent"
includes any additional paying agent.

     The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of any such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 5.6. The
Company may act as Paying Agent, Registrar, co-registrar or transfer agent.

     The Company initially appoints the Trustee as Registrar and Paying Agent in
connection with the Securities.


                                       13

     Section 2.5 Paying Agent To Hold Money in Trust.

     Not later than 10:00 a.m., Eastern standard time, on each due date of the
principal and interest on any Security, the Company shall deposit with the
Paying Agent a sum sufficient to pay such principal and interest when so
becoming due. The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Securityholders or the Trustee all money held by the Paying Agent for
the payment of principal of or interest on the Securities and shall notify the
Trustee of any default by the Company in making any such payment. If the Company
acts as Paying Agent, it shall segregate the money held by it as Paying Agent
and hold it as a separate trust fund. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed by the Paying Agent. Upon complying with this Section, the
Paying Agent shall have no further liability for the money delivered to the
Trustee.

     Section 2.6 Securityholder Lists.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders. If the Trustee is not the Registrar, the Company shall furnish
to the Trustee, in writing at least five Business Days before each interest
payment date and at such other times as the Trustee may request in writing, a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of Securityholders.

     Section 2.7 Replacement Securities.

     If a mutilated Security is surrendered to the Registrar or if the Holder of
a Security claims that such Security has been lost, destroyed or wrongfully
taken, the Company shall issue and the Trustee shall authenticate a replacement
Security if the requirements of Section 8-405 of the Uniform Commercial Code are
met and the Holder satisfies any other reasonable requirements of the Trustee.
If required by the Trustee or the Company, such Holder shall furnish an
indemnity bond sufficient in the judgment of the Company and the Trustee to
protect the Company, the Trustee, the Paying Agent, the Registrar and any
co-registrar from any loss which any of them may suffer if a Security is
replaced. The Company and the Trustee may charge the Holder for their expenses
in replacing a Security.

     Every replacement Security is an additional obligation of the Company.

     Section 2.8 Outstanding Securities.

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

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


                                       14

     If the Paying Agent segregates and holds in trust, in accordance with this
Indenture, on a redemption date or maturity date money sufficient to pay all
principal and interest payable on that date with respect to the Securities (or
portions thereof) to be redeemed or maturing, as the case may be, and the Paying
Agent is not prohibited from paying such money to the Securityholders on that
date pursuant to the terms of this Indenture, then on and after that date such
Securities (or portions thereof) cease to be outstanding and interest on them
ceases to accrue.

     Section 2.9 Temporary Securities.

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

     Section 2.10 Cancellation.

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

     Section 2.11 Defaulted Interest.

     If the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the persons who are
Securityholders on a subsequent special record date, in each case at the rate
provided in the Securities and in Section 9.1 hereof. The Company shall fix or
cause to be fixed any such special record date and payment date to the
reasonable satisfaction of the Trustee and shall promptly mail to each
Securityholder a notice that states the special record date, the payment date
and the amount of defaulted interest to be paid.

     Section 2.12 CUSIP Numbers.

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


                                       15

                                  ARTICLE III.

                           SATISFACTION AND DISCHARGE

     Section 3.1 Satisfaction and Discharge of Indenture.

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

          (a) either

               (1) all Securities theretofore authenticated and delivered (other
          than (i) Securities which have been replaced as provided in Section
          2.7 hereof and (ii) Securities for whose payment money or United
          States governmental obligations of the type described in clause (i) of
          the definition of Cash Equivalents have theretofore been deposited in
          trust with the Trustee or any Paying Agent or segregated and held in
          trust by the Company and thereafter repaid to the Company or
          discharged from such trust, as provided in Section 9.3 hereof) have
          been delivered to the Trustee for cancellation, or

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

                    (i) have become due and payable, or

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

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

     and the Company, in the case of clause (2)(i), (2)(ii) or (2)(iii) above,
     has irrevocably deposited or caused to be deposited with the Trustee funds
     in an amount sufficient to pay and discharge the entire indebtedness on
     such Securities not theretofore delivered to the Trustee for cancellation,
     for principal (and premium, if any) and interest to the date of such
     deposit (in the case of Securities which have become due and payable) or to
     the Stated Maturity or Redemption Date, as the case may be, together with
     instructions from the Company irrevocably directing the Trustee to apply
     such funds to the payment thereof at maturity or redemption, as the case
     may be;

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


                                       16

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 5.6 hereof and, if money
shall have been deposited with the Trustee pursuant to this Section, the
obligations of the Trustee under Section 3.2 hereof and the last paragraph of
Section 9.3 hereof shall survive.

     Section 3.2 Application of Trust Money.

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

                                   ARTICLE IV.

                              DEFAULTS AND REMEDIES

     Section 4.1 Events of Default.

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

          (a) default in the payment of the principal of or premium, if any, on
any of the Securities when the same becomes due and payable, whether such
payment is due at Stated Maturity, upon redemption, upon acceleration or
otherwise; or

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

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

          (d) the Company or any Subsidiary Guarantor (if applicable) shall fail
to perform or observe any other term, covenant or agreement contained in the
Securities, any Subsidiary Guarantee (if there shall be any) or this Indenture
(other than a default specified in subparagraph (a), (b) or (c) above) for a
period of 60 days after written notice of such failure stating that it is a
"notice of default" hereunder and requiring the Company or such Subsidiary
Guarantor, as the case may be, to remedy the same shall have been given (x) to
the Company by the Trustee or (y) to the Company and the Trustee by the Holders
of at least 25% in aggregate principal amount of the Securities then
Outstanding; or


                                       17

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

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

          (g) the commencement by the Company or any Subsidiary Guarantor (if
applicable) or any other Restricted Subsidiary (if applicable) of a voluntary
case or proceeding under the Federal Bankruptcy Code or any other applicable
federal or state bankruptcy, insolvency, reorganization or other similar law or
any other case or proceeding to be adjudicated bankrupt or insolvent, or the
consent by the Company or any Subsidiary Guarantor (if applicable) or any other
Restricted Subsidiary (if applicable) to the entry of a decree or order for
relief in respect thereof in an involuntary case or proceeding under the Federal
Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by the Company or any
Subsidiary Guarantor (if applicable) or any other Restricted Subsidiary (if
applicable) of a petition or consent seeking reorganization or relief under any
applicable federal or state law, or the consent by it under any such law to the
filing of any such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee or sequestrator (or other
similar official) of the Company or any Subsidiary Guarantor (if applicable) or
any other Restricted Subsidiary (if applicable) or of any substantial part of
its consolidated assets, or the making by it of an assignment for the benefit of
creditors under any such law, or the admission by it in writing of its inability
to pay its debts generally as they become due or taking of corporate action by
the Company or any Subsidiary Guarantor (if applicable) or any other Restricted
Subsidiary (if applicable) in furtherance of any such action.

     Section 4.2 Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default (other than an Event of Default specified in Section
4.1(f) or (g) hereof) occurs and is continuing, the Trustee or the Holders of
not less than 25% in aggregate principal amount of the Securities then
Outstanding, by written notice to the Company (and to the Trustee if such notice
is given by the Holders), may, and the Trustee upon the request of the Holders
of not less than 25% in aggregate principal amount of the Outstanding Securities
shall,


                                       18

by a notice in writing to the Company, declare all unpaid principal of, premium,
if any, and accrued and unpaid interest on all the Securities to be due and
payable immediately, upon which declaration all amounts payable in respect of
the Securities shall be immediately due and payable. If an Event of Default
specified in Section 4.1(f) or (g) hereof occurs and is continuing, the amounts
described above shall become and be immediately due and payable without any
declaration, notice or other act on the part of the Trustee or any Holder.

     Promptly after the occurrence of a declaration of acceleration, the Company
shall notify each holder of Senior Indebtedness thereof, but failure to give any
such notice shall not affect such declaration or its consequences.

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

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

               (1) all overdue interest on all Outstanding Securities,

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

               (3) to the extent that payment of such interest is lawful,
          interest on overdue interest and overdue principal at the rate borne
          by the Securities (without duplication of any amount paid or deposited
          pursuant to clauses (1) and (2) above), and

               (4) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel;

          (b) the rescission would not conflict with any judgment or decree of a
court of competent jurisdiction as certified to the Trustee by the Company; and

          (c) all Events of Default, other than the non-payment of amounts of
principal of (or premium, if any, on) or interest on Securities which have
become due solely by such declaration of acceleration, have been cured or waived
as provided in Section 4.13 hereof.

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


                                       19

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

     The Company covenants that if

          (a) default is made in the payment of any installment of interest on
any Security when such interest becomes due and payable and such default
continues for a period of 60 days, or

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

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

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

     Section 4.4 Trustee May File Proofs of Claim.

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

          (a) to file and prove a claim for the whole amount of principal (and
premium, if any) and interest owing and unpaid in respect of the Securities and
to file such other papers or documents and take any other actions including
participation as a full member of any creditor or other committee as may be
necessary or advisable in order to have the claims of the Trustee


                                       20

(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and of the Holders allowed
in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 5.6 hereof.

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

     Section 4.5 Trustee May Enforce Claims Without Possession of Securities.

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

     Section 4.6 Application of Money Collected.

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

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

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

          THIRD: the balance, if any, to the Company, or to whomsoever may be
     lawfully entitled to receive the same, or as a court of competent
     jurisdiction may direct.


                                       21

     Section 4.7 Limitation on Suits.

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

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

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

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

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

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

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

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

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment, as provided herein (including, if applicable, Article XI hereof) and in
such Security of the principal of (and premium if any, on) and (subject to
Section 2.11 hereof) interest on, such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

     Section 4.9 Restoration of Rights and Remedies.

     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Subsidiary Guarantors, the Trustee and the
Holders shall be restored severally and respectively to their former positions


                                       22

hereunder and thereunder and all rights and remedies of the Trustee and the
Holders shall continue as though no such proceeding had been instituted.

     Section 4.10 Rights and Remedies Cumulative.

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

     Section 4.11 Delay or Omission Not Waiver.

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

     Section 4.12 Control by Holders.

     Subject to Section 5.2(e) and the last paragraph of Section 5.2, the
Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities 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, provided that

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

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

          (c) the Trustee need not take any action which might involve it in
personal liability or expense for which the Trustee has not received a
satisfactory indemnity therefor or be unduly prejudicial to the Holders not
joining therein.

     Section 4.13 Waiver of Past Defaults.

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

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


                                       23

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

     Upon any such waiver, such Default or Event of Default shall cease to exist
for every purpose under this Indenture, but no such waiver shall extend to any
subsequent or other fault or Event of Default or impair any right consequent
thereon.

     Section 4.14 Waiver of Stay, Extension or Usury Laws.

     Each of the Company and the Subsidiary Guarantors covenants (to the extent
that each may lawfully do so) that it will not at any time insist upon, plead or
in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension, or usury law or other law wherever enacted, now or at any time
hereafter in force, which would prohibit or forgive the Company or any
Subsidiary Guarantor from paying all or any portion of the principal of
(premium, if any, on) or interest on the Securities as contemplated herein, or
which may affect the covenants or the performance of this Indenture; and (to the
extent that it may lawfully do so) each of the Company and the Subsidiary
Guarantors hereby expressly waives all benefit or advantage of any such law, and
covenant that they will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

                                   ARTICLE V.

                                   THE TRUSTEE

     Section 5.1 Duties of Trustee.

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

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

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

                    (ii) in the absence of bad faith on its part, the Trustee
               may conclusively rely, and shall be fully protected in so
               relying, as to the truth of the statements and the correctness of
               the opinions expressed therein, upon certificates or opinions
               furnished to the Trustee and conforming to the requirements of
               this Indenture; provided, however, that, in the case of any such
               certificates or opinions which by any provision hereof are
               specifically required to be furnished to the Trustee, the Trustee
               shall examine the certificates and opinions to determine whether
               or not they


                                       24

               conform to the requirements of this Indenture, but the Trustee
               has no obligation to determine the accuracy or completeness
               (other than as to conformity with the requirements of this
               Indenture) of the statements made therein.

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

                    (i) this paragraph shall not limit the effect of Section
               5.1(b);

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

                    (iii) the Trustee shall not be liable with respect to any
               action it takes or omits to take in good faith in accordance with
               a direction received by it pursuant to Section 4.12.

     Section 5.2 Certain Rights of Trustee.

     Subject to the provisions of Section 5.1 hereof:

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

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

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

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

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


                                       25

          (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may reasonably see fit;

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

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

          (i) the Trustee shall not be deemed to have notice or knowledge of any
matter unless a Responsible Officer has actual knowledge thereof or unless
written notice thereof is received by the Trustee at its Corporate Trust Office
and such notice references the Securities generally, the Company or this
Indenture.

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

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

     The recitals contained herein and in the Securities, except for the
Trustee's certificates of authentication, shall be taken as the statements of
the Company or the Subsidiary Guarantors, as the case may be, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture, the
Subsidiary Guarantees (if there shall be any) or the Securities. The Trustee
shall not be accountable for the use or application by the Company of any
Securities or the proceeds thereof.

     Section 5.4 May Hold Securities.

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

     Section 5.5 Money Held in Trust.

     Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any


                                       26

money received by it hereunder except as otherwise agreed with the Company or,
if applicable, any Subsidiary Guarantor.

     Section 5.6 Compensation and Reimbursement.

     The Company agrees:

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

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

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

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

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

     Section 5.7 Corporate Trustee Required; Eligibility.

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


                                       27

examining authority, then for the purposes of this Section 5.7, 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. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

     Section 5.8 Conflicting Interests.

     The Trustee shall comply with the provisions of Section 310(b) of the Trust
Indenture Act; provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.

     Section 5.9 Resignation and Removal; Appointment of Successor.

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

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

          (c) The Trustee may be removed at any time by Act of the Holders of
not less than a majority in aggregate principal amount of the Outstanding
Securities, delivered to the Trustee and to the Company.

          (d) If at any time:

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

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

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

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee, or (ii) subject to TIA Section 315(e), any Holder who has been a bona
fide Holder of a Security for


                                       28

at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

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

          (f) The Company shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee to the Holders of
Securities in the manner provided for in Section 13.5 hereof. Each notice shall
include the name of the successor Trustee and the address of its Corporate Trust
Office.

          (g) Notwithstanding the replacement of the Trustee pursuant to this
Section 5.9, the Company's obligations under Section 5.6 shall continue for the
benefit of the retiring Trustee.

     Section 5.10 Acceptance of Appointment by Successor.

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

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


                                       29

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

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

     Section 5.12 Preferential Collection of Claims Against Company.

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

     Section 5.13 Notice of Defaults.

     Within 90 days after the occurrence of any Default hereunder, the Trustee
shall transmit in the manner and to the extent provided in TIA Section 313(c),
notice of such Default hereunder known to the Trustee, unless such Default shall
have been cured or waived; provided, however, that, except in the case of a
Default in the payment of the principal of (or premium, if any, on) or interest
on any Security, the Trustee shall be protected in withholding such notice if
and so long as the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interest of the
Holders. The Trustee shall not be deemed to have notice of any Default, other
than a Default under 4.1(a) or (b), unless the Trustee shall have been advised
in writing that a Default has occurred. No duty imposed upon the Trustee in this
Indenture shall be applicable with respect to any Default of which the Trustee
is not deemed to have notice.


                                       30

                                   ARTICLE VI.

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     Section 6.1 Holders' Lists; Holder Communications; Disclosure Respecting
Holders.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the Holders. Neither the Company, any Subsidiary Guarantor (if applicable) nor
the Trustee shall be under any responsibility with regard to the accuracy of
such list. If the Trustee is not the Registrar, the Company shall furnish to the
Trustee semi-annually before each Regular Record Date, and at such other times
as the Trustee may reasonably request in writing, a list, in such form as the
Trustee may reasonably request, as of such date of the names and addresses of
the Holders then known to the Company. The Company and the Trustee shall also
satisfy any other requirements imposed upon each of them by TIA Section 312(a).

     Holders may communicate pursuant to Section 312(b) of the TIA with other
Holders with respect to their rights under this Indenture or the Securities.
Every Holder of Securities, by receiving and holding the same, agrees with the
Company, the Subsidiary Guarantors (if applicable), the Registrar and the
Trustee that none of the Company, the Subsidiary Guarantors (if applicable), the
Registrar or the Trustee, or any agent of any of them, shall be held accountable
by reason of the disclosure of any information as to the names and addresses of
the Holders in accordance with TIA Section 312, regardless of the source from
which such information was derived, that each of such Persons shall have the
protection of TIA Section 312(c) and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
TIA Section 312(b).

     Section 6.2 Reports by Trustee.

     Within 60 days after May 15 of each year commencing with _______, the
Trustee shall transmit by mail to the Holders, as their names and addresses
appear in the Security Register, a brief report dated as of such May 15 in
accordance with and to the extent required under TIA Section 313(a). The Trustee
shall also comply with TIA Sections 313(b) and 313(c).

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

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

     Section 6.3 Reports by Company.

     The Company shall:

          (a) file with the Trustee, within 30 days after the Company 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


                                       31

from time to time by rules and regulations prescribe) which the Company may be
required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act; or, if the Company is not required to file information,
documents or reports pursuant to either of said Sections, then the Company shall
file with the Trustee such information, documents or reports as required
pursuant to Section 9.8 hereof;

          (b) 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 the Company
with the conditions and covenants of this Indenture as may be required from time
to time by such rules and regulations; and

          (c) transmit by mail to all Holders, in the manner and to the extent
provided in TIA Section 313(c), such summaries of any information, documents and
reports (without exhibits except to the extent required by TIA Section 313(c))
required to be filed by the Company pursuant to paragraph (a) or (b) of this
Section as may be required by rules and regulations prescribed from time to time
by the Commission.

                                  ARTICLE VII.

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

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

          (a) either (i) if the transaction is a merger or consolidation, the
Company shall be the surviving Person of such merger or consolidation, or (ii)
the Person (if other than the Company) formed by such consolidation or into
which the Company is merged or to which the Properties of the Company or, if
applicable, its Restricted Subsidiaries, as the case may be, are sold, assigned,
conveyed, transferred, leased or otherwise disposed of (any such surviving
Person or transferee Person being called the "Surviving Entity") shall be a
corporation organized and existing under the laws of the United States of
America, any state thereof or the District of Columbia and shall, in either
case, expressly assume by a supplemental indenture to this Indenture executed
and delivered to the Trustee, in form satisfactory to the Trustee, all the
obligations of the Company under the Securities and this Indenture, and, in each
case, this Indenture shall remain in full force and effect;


                                       32

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

          (c) if the Company is not the continuing obligor under this Indenture,
then each Subsidiary Guarantor (if there shall be any), unless it is the
Surviving Entity, shall have by supplemental indenture confirmed that its
Subsidiary Guarantee of the Securities shall apply to the Surviving Entity's
obligations under this Indenture and the Securities; and

          (d) the Company (or the Surviving Entity if the Company is not the
continuing obligor under this Indenture) shall have delivered to the Trustee, in
form and substance reasonably satisfactory to the Trustee, (i) an Officers'
Certificate stating that such consolidation, merger, conveyance, transfer, lease
or other disposition and, if a supplemental indenture is required in connection
with such transaction, such supplemental indenture, comply with this Indenture
and (ii) an Opinion of Counsel stating that the requirements of Section 7.1(a)
have been satisfied. The Trustee may conclusively rely upon such Officers'
Certificate and shall have no duty to investigate the bases for the conclusions
reached therein.

     Section 7.2 Successor Substituted.

     Upon any consolidation of the Company with or merger of the Company into
any other corporation or any sale, assignment, lease, conveyance, transfer or
other disposition of all or substantially all of the Properties of the Company
and, if applicable, its Restricted Subsidiaries on a consolidated basis in
accordance with Section 7.1 hereof, the Surviving Entity shall succeed to, and
be substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such Surviving Entity had been named
as the Company herein, and in the event of any such sale, assignment, lease,
conveyance, transfer or other disposition, the Company (which term shall for
this purpose mean the Person named as the "Company" in the first paragraph of
this Indenture or any successor Person which shall theretofore become such in
the manner described in Section 7.1 hereof), except in the case of a lease,
shall be discharged of all obligations and covenants under this Indenture and
the Securities.

                                  ARTICLE VIII.

                             SUPPLEMENTAL INDENTURES

     Section 8.1 Supplemental Indentures Without Consent of Holders.

     Without the consent of any Holders, the Company, when authorized by a Board
Resolution, each of the Subsidiary Guarantors (if there shall be any), when
authorized by a Board Resolution, and the Trustee upon Company Request, at any
time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:


                                       33

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

          (b) to add to the covenants of the Company such further covenants,
restrictions, conditions or provisions as the Company shall consider to be
appropriate for the benefit of the Holders of all or any series of Securities
(and if such covenants, restrictions, conditions or provisions are to be for the
benefit of less than all series of Securities, stating that such covenants are
expressly being included solely for the benefit of such series) or to surrender
any right or power herein conferred upon the Company and to make the occurrence,
or the occurrence and continuance, of a certain default action 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, 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; or

          (c) to add any additional Events of Default in respect of all or any
series of Securities; or

          (d) to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination shall become effective only when
there is no Security Outstanding of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit of such provision;
or

          (e) to secure the Securities of any series; or

          (f) to establish the form or terms of Securities of any series as
permitted by Section 2.1, including to reopen any series of any Securities as
permitted under Section 2.1; or

          (g) to comply with any requirement of the SEC in connection with
qualifying this Indenture under the TIA or maintaining such qualification
thereafter; or

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

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

          (j) to make or add any Subsidiary as Subsidiary Guarantor or to
evidence the succession of another Person to any Subsidiary Guarantor pursuant
to Section 12.2(b) hereof and the assumption by any such successor of the
covenants and agreements of such Subsidiary


                                       34

Guarantor contained herein, in the Securities and in the Subsidiary Guarantee of
such Subsidiary Guarantor; or

          (k) to release a Subsidiary Guarantor (if there shall be one) from its
Subsidiary Guarantee pursuant to Section 12.3 hereof; or

          (l) to provide for uncertificated Securities in addition to or in
place of certificated Securities.

     Section 8.2 Supplemental Indentures with Consent of Holders.

     With the consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities, by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board
Resolution, each of the Subsidiary Guarantors, when authorized by a Board
Resolution, and the Trustee upon Company Request may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby:

          (a) change the Stated Maturity of the principal of, or any installment
of interest on, any Security, or reduce the principal amount thereof or the rate
of interest thereon or any premium thereon, or change the coin or currency in
which principal of any Security or any premium or the interest on any Security
is payable, or impair the right to institute suit for the enforcement of any
such payment after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date); or

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

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

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

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


                                       35

     Section 8.3 Execution of Supplemental Indentures.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

     Section 8.4 Effects of Supplemental Indentures.

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

     Section 8.5 Conformity with Trust Indenture Act.

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

     Section 8.6 References in Securities to Supplemental Indentures.

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

     Section 8.7 Notice of Supplemental Indentures.

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 8.2 hereof, the
Company shall give notice thereof to the Holders of each Outstanding Security
affected, in the manner provided for in Section 13.5 hereof, setting forth in
general terms the substance of such supplemental indenture.

                                   ARTICLE IX.

                                    COVENANTS

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

     The Company covenants and agrees for the benefit of the Holders that it
will duly and punctually pay the principal of (and premium, if any, on) and
interest on the Securities in accordance with the terms of the Securities and
this Indenture.


                                       36

     Section 9.2 Maintenance of Office or Agency.

     The Company shall maintain an office or agency where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities, the Subsidiary Guarantees and this
Indenture may be served. The New York office of the Trustee shall be such office
or agency of the Company, unless the Company shall designate and maintain some
other office or agency for one or more of such purposes. The Company will give
prompt written notice to the Trustee of any change in the location of any such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the aforementioned office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind any such designation. Further,
if at any time there shall be no such office or agency in The City of New York
where the Securities may be presented or surrendered for payment, the Company
shall forthwith designate and maintain such an office or agency in The City of
New York, in order that the Securities shall at all times be payable in The City
of New York. The Company will give prompt written notice to the Trustee of any
such designation or rescission and any change in the location of any such other
office or agency.

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

     If the Company shall at any time act as its own Paying Agent, it shall, on
or before 10:00 a.m., Eastern time, on each due date of the principal of (and
premium, if any, on) or interest on any of the Securities, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal (and premium, if any) or interest so becoming due until such sum
shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of its action or failure so to act.

     Whenever the Company shall have one or more Paying Agents for the
Securities, it will on or before 10:00 a.m., Eastern time, on each due date of
the principal of (and premium, if any, on), or interest on, any Securities,
deposit with a Paying Agent immediately available funds in a sum sufficient to
pay the principal (and premium, if any) or interest so becoming due, such funds
to be held in trust for the benefit of the Persons entitled to such principal,
premium or interest, and (unless such Paying Agent is the Trustee) the Company
shall promptly notify the Trustee of such action or any failure so to act.

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

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


                                       37

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

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

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
sums. The Trustee and each Paying Agent shall promptly pay to the Company, upon
Company Request, any money held by them (other than pursuant to Article XI) at
any time in excess of amounts required to pay principal, premium, if any, or
interest on the Securities.

     Subject to applicable escheat and abandoned property laws, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any, on) or interest
on any Security and remaining unclaimed for two years after such principal (and
premium, if any) or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease.

     Section 9.4 Corporate Existence.

     Except as expressly permitted by Article VII hereof, the Company shall do
or cause to be done all things necessary to preserve and keep in full force and
effect the corporate existence, rights (charter and statutory) and franchises of
the Company and each Restricted Subsidiary; provided, however, that the Company
shall not be required to preserve any such existence of its Restricted
Subsidiaries, rights or franchises, if the Board of Directors of the Company
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and its Restricted Subsidiaries, taken as
a whole, and that the loss thereof is not disadvantageous in any material
respect to the Holders.

     Section 9.5 Statement by Officers as to Default.

          (a) The Company shall deliver to the Trustee, within 100 days after
the end of each fiscal year of the Company and within 45 days of the end of each
of the first, second and third quarters of each fiscal year of the Company, an
Officers' Certificate stating that a review of the activities of the Company
and, if applicable, its Restricted Subsidiaries, during the preceding fiscal
quarter or fiscal year, as applicable, has been made under the supervision of
the signing Officers with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of such Officer's knowledge the Company has kept, observed, performed and


                                       38

fulfilled each and every condition and covenant contained in this Indenture and
no Default or Event of Default has occurred and is continuing (or, if a Default
or Event of Default shall have occurred to either such Officer's knowledge,
describing all such Defaults or Events of Default of which such Officer may have
knowledge and what action the Company is taking or proposes to take with respect
thereto). Such Officers' Certificate shall comply with TIA Section 314(a)(4).
For purposes of this Section 9.7(a), such compliance shall be determined without
regard to any period of grace or requirement of notice under this Indenture.

          (b) The Company shall, so long as any of the Securities is
outstanding, deliver to the Trustee, upon any of its Officers becoming aware of
any Default or Event of Default, an Officers' Certificate specifying such
Default or Event of Default and what action the Company proposes to take with
respect thereto, within 10 days of its occurrence.

     Section 9.6 Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 9.4 with respect to the Securities
of any series if before the time for such compliance the Holders of at least a
majority in aggregate principal amount of the Outstanding Securities of all
affected series (voting as one class) shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

     A waiver which changes or eliminates any term, provision or condition 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 the
Holders of Securities of such series with respect to such term, provision or
condition, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other series.

     Section 9.7 Additional Amounts.

     If the Securities of a series provide for the payment of additional amounts
(as provided in Section 2.1), at least 10 days prior to the first Interest
Payment Date with respect to that series of Securities and at least 10 days
prior to each date of payment of principal of, premium, if any, or interest on
the Securities of that series if there has been a change with respect to the
matters set forth in the below-mentioned Officer's Certificate, the Company
shall furnish to the Trustee and the principal Paying Agent, if other than the
Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent
whether such payment of principal of, premium, if any, or interest on the
Securities of that series shall be made to holders of the Securities of that
series without withholding or deduction for or on account of any tax, assessment
or other governmental charge described in the Securities of that series. If any
such withholding or deduction shall be required, then such Officer's Certificate
shall specify by country the amount, if any, required to be withheld or deducted
on such payments to such holders and shall certify the fact that


                                       39

additional amounts will be payable and the amounts so payable to each holder,
and the Company shall pay to the Trustee or such Paying Agent the additional
amounts required to be paid by this Section. The Company covenants to indemnify
the Trustee and any Paying Agent for, and to hold them harmless against, any
loss, liability or expense reasonably incurred without negligence or bad faith
on their part arising out of or in connection with actions taken or omitted by
any of them in reliance on any Officer's Certificate furnished pursuant to this
Section 9.7.

     Whenever in this Indenture there is mentioned, in any context, the payment
of the principal of or any premium, interest or any other amounts on, or in
respect of, any Securities of any series, such mention shall be deemed to
include mention of the payment of additional amounts provided by the terms of
such series established hereby or pursuant hereto to the extent that, in such
context, additional amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of additional amounts
(if applicable) in any provision hereof shall not be construed as excluding the
payment of additional amounts in those provisions hereof where such express
mention is not made.

                                   ARTICLE X.

                            REDEMPTION OF SECURITIES

     Section 10.1 Notice to Trustee.

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 2.1 for Securities of any series) in
accordance with this Article X.

     The Company shall give each notice to the Trustee provided for in this
Section at least 60 days before the Redemption Date unless the Trustee consents
to a shorter period. Such notice shall be accompanied by an Officers'
Certificate and an Opinion of Counsel from the Company to the effect that such
redemption will comply with the conditions herein. Any election to redeem
Securities shall be revocable until the Company gives a notice of redemption
pursuant to Section 10.2 to the Holders of Securities to be redeemed.

     Section 10.2 Selection by Trustee of Securities to Be Redeemed.

     If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected not less than 30 days nor more than
60 days prior to the Redemption Date by the Trustee, pro-rata from the
Outstanding Securities not previously called for redemption, by lot, at random
or by any other method as the Trustee shall deem fair and appropriate and which
may provide for the selection for redemption of portions of the principal of
Securities; provided, however, that any such partial redemption shall be in
integral multiples of $1,000.

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

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to redemption of Securities shall relate, in the case of
any Security redeemed or to be


                                       40

redeemed only in part, to the portion of the principal amount of such Security
which has been or is to be redeemed.

     Section 10.3 Notice of Redemption.

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

     All notices of redemption shall state:

          (a) the Redemption Date;

          (b) the Redemption Price;

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

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

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

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company. Failure to give such
notice by mailing to any Holder of Securities or any defect therein shall not
affect the validity of any proceedings for the redemption of other Securities.

     Section 10.4 Deposit of Redemption Price.

     On or before 10:00 a.m., Eastern time, on any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 9.3 hereof) an amount of money sufficient to pay the Redemption Price
of, and accrued and unpaid interest on, all the Securities which are to be
redeemed on such Redemption Date.

     Section 10.5 Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified (together with accrued and unpaid interest,
if any, to the Redemption Date), and from and after such date (unless the
Company shall default in the payment of the Redemption Price


                                       41

and accrued and unpaid interest) such Securities shall cease to bear interest.
Upon surrender of any such Security for redemption in accordance with said
notice, such Security shall be paid by the Company at the Redemption Price,
together with accrued and unpaid interest, if any, to the Redemption Date.

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

     Section 10.6 Securities Redeemed in Part.

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

                                   ARTICLE XI.

                       DEFEASANCE AND COVENANT DEFEASANCE

     Section 11.1 Company's Option to Effect Defeasance of Covenant Defeasance.

     The provisions of this Article XI shall be applicable for each series of
Securities except as otherwise specified as contemplated by Section 2.1 for
Securities of such series. The Company may, at its option by Board Resolution,
at any time, with respect to the Securities, elect to have either Section 11.2
or Section 11.3 hereof be applied to all Outstanding Securities upon compliance
with the conditions set forth below in this Article XI.

     Section 11.2 Defeasance and Discharge.

     Upon the Company's exercise under Section 11.1 hereof of the option
applicable to this Section 11.2, the Company and the Subsidiary Guarantors shall
be deemed to have been discharged from their respective obligations with respect
to all Outstanding Securities on the date the conditions set forth in Section
11.4 hereof are satisfied (hereinafter, "legal defeasance"). For this purpose,
such legal defeasance means that the Company and the Subsidiary Guarantors shall
be deemed (i) to have paid and discharged their respective obligations under the
Outstanding Securities; provided, however, that the Securities shall continue to
be deemed to be "Outstanding" for purposes of Section 11.5 hereof and the other
Sections of this Indenture referred to in clauses (A) and (B) below, and (ii) to
have satisfied all their other obligations with respect to such Securities and
this Indenture (and the Trustee, at the expense and direction of the Company,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of Outstanding Securities to receive,
solely from the trust fund described in Section 11.4


                                       42

hereof and as more fully set forth in such Section, payments in respect of the
principal of (and premium if any, on) and interest on such Securities when such
payments are due (or at such time as the Securities would be subject to
redemption at the option of the Company in accordance with this Indenture), (B)
the respective obligations of the Company, if applicable, and the Subsidiary
Guarantors under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 4.8, 4.14, 5.6,
5.9, 5.10, 9.2, 9.3, 12.1 (to the extent it relates to the foregoing Sections
and this Article XI), 12.4 and 12.5 hereof, (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder, and (D) the obligations of the
Company and the Subsidiary Guarantors under this Article XI. Subject to
compliance with this Article XI, the Company may exercise its option under this
Section 11.2 notwithstanding the prior exercise of its option under Section 11.3
hereof with respect to the Securities.

     Section 11.3 Covenant Defeasance.

     Upon the Company's exercise under Section 11.1 hereof of the option
applicable to this Section 11.3, the Company and, if applicable, each Subsidiary
Guarantor shall be released from their respective obligations under any covenant
contained in Article VII, in Sections 9.5 through 9.19 and in Section 12.2
hereof with respect to the Outstanding Securities on and after the date the
conditions set forth below are satisfied (hereinafter, "covenant defeasance"),
and the Securities shall thereafter be deemed not to be "Outstanding" for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "Outstanding" for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to the Outstanding
Securities, the Company and, if applicable, each Subsidiary Guarantor may omit
to comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 4.1(c) or 4.1(d) hereof, but, except as specified
above, the remainder of this Indenture and such Securities shall be unaffected
thereby.

     Section 11.4 Conditions to Defeasance or Covenant Defeasance.

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

          (a) The Company or any Subsidiary Guarantor shall irrevocably have
deposited or caused to be deposited with the Trustee (or another trustee
satisfying the requirements of Section 5.7 hereof who shall agree to comply with
the provisions of this Article XI applicable to it) as trust funds in trust for
the purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Securities, (A)
cash in United States dollars in an amount, or (B) U.S. Government Obligations
which through the scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide, not later than one day before the
due date of any payment, money in an amount, or (C) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or
other qualifying


                                       43

trustee) to pay and discharge, the principal of (and premium, if any, on) and
interest on the Outstanding Securities on the Stated Maturity thereof (or
Redemption Date, if applicable), provided that the Trustee shall have been
irrevocably instructed in writing by the Company to apply such money or the
proceeds of such U.S. Government Obligations to said payments with respect to
the Securities. Before such a deposit, the Company may give to the Trustee, in
accordance with Section 10.1 hereof, a notice of its election to redeem all of
the Outstanding Securities at a future date in accordance with Article X hereof,
which notice shall be irrevocable. Such irrevocable redemption notice, if given,
shall be given effect in applying the foregoing. For this purpose, "U.S.
Government Obligations" means securities that are (x) direct obligations of the
United States of America for the timely payment of which its full faith and
credit is pledged or (y) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America the
timely payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act), as custodian with respect to any such U.S. Government
Obligation or a specific payment of principal of or interest on any such U.S.
Government Obligation held by such custodian for the account of the holder of
such depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of principal
of or interest on the U.S. Government Obligation evidenced by such depository
receipt.

          (b) No Default or Event of Default with respect to the Securities
shall have occurred and be continuing on the date of such deposit or, insofar as
Sections 4.1(f) and 4.1(g) are concerned, at any time during the period ending
on the 91st day after the date of such deposit.

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

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

          (e) In the case of an election under Section 11.2 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (i) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (ii) since the date of this Indenture there has been a
change in the applicable federal income tax laws, in either case providing that
the Holders of the Outstanding Securities will not recognize income, gain or
loss for federal income tax purposes as a result of such legal defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such legal defeasance had
not occurred (it being understood that (x) such Opinion of Counsel shall also
state that such ruling or applicable law is consistent with the conclusions


                                       44

reached in such Opinion of Counsel and (y) the Trustee shall be under no
obligation to investigate the basis or correctness of such ruling).

          (f) In the case of an election under Section 11.3 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of the Outstanding Securities will not recognize income, gain or loss
for federal income tax purposes as a result of such covenant defeasance and will
be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such covenant defeasance had not
occurred.

          (g) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, which, taken together, state that all
conditions precedent provided for relating to either the legal defeasance under
Section 11.2 hereof or the covenant defeasance under Section 11.3 (as the case
may be) have been complied with.

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

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

     The Company shall pay and indemnify the Trustee against all taxes, fees or
other charges imposed on or assessed against the U.S. Governmental Obligations
deposited pursuant to Section 11.4 hereof or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the Outstanding Securities.

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

     Section 11.6 Reinstatement.

     If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 11.5 hereof by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's and the Subsidiary Guarantors' obligations
under this Indenture and the Securities shall be revived and


                                       45

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

                                  ARTICLE XII.

                              SUBSIDIARY GUARANTEES

     Section 12.1 Unconditional Guarantee.

     Each Subsidiary Guarantor hereby unconditionally, jointly and severally,
guarantees (each such guarantee being referred to herein as this "Subsidiary
Guarantee," with all such guarantees being referred to herein as the "Subsidiary
Guarantees") to each Holder of Securities authenticated and delivered by the
Trustee of each series to which this Article XII has been made applicable as
provided in Section 2.1(20), and to the Trustee and its successors and assigns,
the full and prompt performance of the Company's obligations under this
Indenture and the Securities and that:

          (a) the principal of (and premium, if any, on) and interest on the
Securities will be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of
and interest on the Securities, if any, to the extent lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and

          (b) in case of any extension of time of payment or renewal of any
Securities or of any such other obligations, the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at Stated Maturity, by acceleration or otherwise; subject,
however, in the case of clauses (a) and (b) above, to the limitations set forth
in Section 12.4 hereof.

     Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and
severally obligated to pay the same immediately. Each Subsidiary Guarantor
hereby agrees that its obligations hereunder shall, to the extent permitted by
law, be unconditional, irrespective of the validity, regularity or
enforceability of the Securities or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Securities with
respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by
law, diligence, presentment, demand of payment, filing of claims with a court in
the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that its Subsidiary


                                       46

Guarantee will not be discharged except by complete performance of the
obligations contained in the Securities, this Indenture and in this Subsidiary
Guarantee. If any Holder or the Trustee is required by any court or otherwise to
return to the Company, any Subsidiary Guarantor, or any custodian, trustee,
liquidator or other similar official acting in relation to the Company or any
Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor
to the Trustee or such Holder, this Subsidiary Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect. Each
Subsidiary Guarantor agrees it shall not be entitled to enforce any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor,
on the one hand, and the Holders and the Trustee, on the other hand, (x) the
maturity of the obligations guaranteed hereby may be accelerated as provided in
Article IV hereof for the purposes of this Subsidiary Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in
respect of the obligations guaranteed hereby, and (y) in the event of any
acceleration of such obligations as provided in Article IV hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by each Subsidiary Guarantor for the purpose of this Subsidiary
Guarantee.

     Section 12.2 Subsidiary Guarantors May Consolidate, etc., on Certain Terms.

          (a) Except as set forth in Article VII hereof, nothing contained in
this Indenture or in any of the Securities shall prevent any consolidation or
merger of a Subsidiary Guarantor with or into the Company or another Subsidiary
Guarantor or shall prevent any sale, conveyance or other disposition of all or
substantially all the Properties of a Subsidiary Guarantor to the Company or
another Subsidiary Guarantor.

          (b) Except as set forth in Article VII hereof, nothing contained in
this Indenture or in any of the Securities shall prevent any consolidation or
merger of a Subsidiary Guarantor with or into a Person other than the Company or
another Subsidiary Guarantor (whether or not Affiliated with the Subsidiary
Guarantor), or successive consolidations or mergers in which a Subsidiary
Guarantor or its successor or successors shall be a party or parties, or shall
prevent any sale, conveyance or other disposition of all or substantially all
the Properties of a Subsidiary Guarantor to a Person other than the Company or
another Subsidiary Guarantor (whether or not Affiliated with the Subsidiary
Guarantor) authorized to acquire and operate the same; provided, however, that
(i) immediately after such transaction, and giving effect thereto, no Default or
Event of Default shall have occurred as a result of such transaction and be
continuing, (ii) such transaction shall not violate any of the covenants of
Sections 9.1 through 9.19 hereof, and (iii) each Subsidiary Guarantor hereby
covenants and agrees that, upon any such consolidation, merger, sale, conveyance
or other disposition, such Subsidiary Guarantor's Subsidiary Guarantee set forth
in this Article XII, and the due and punctual performance and observance of all
of the covenants and conditions of this Indenture to be performed by such
Subsidiary Guarantor, shall be expressly assumed (in the event that the
Subsidiary Guarantor is not the surviving corporation in a merger), by
supplemental indenture satisfactory in form to the Trustee, executed and
delivered to the Trustee, by such Person formed by such consolidation, or into
which the Subsidiary Guarantor shall have merged, or by the Person that shall
have acquired such Property (except to the extent the following Section 12.3
would result in the release of such Subsidiary Guarantee, in which case such
surviving Person or transferee of such Property shall


                                       47

not have to execute any such supplemental indenture and shall not have to assume
such Subsidiary Guarantor's Subsidiary Guarantee). In the case of any such
consolidation, merger, sale, conveyance or other disposition 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 performance of all of the covenants and conditions of this Indenture to
be performed by the Subsidiary Guarantor, such successor Person shall succeed to
and be substituted for the Subsidiary Guarantor with the same effect as if it
had been named herein as the initial Subsidiary Guarantor.

     Section 12.3 Release of Subsidiary Guarantors.

     Upon the sale or disposition (by merger or otherwise) of a Subsidiary
Guarantor (or all or substantially all of its Properties) to a Person other than
the Company or another Subsidiary Guarantor and pursuant to a transaction that
is otherwise in compliance with the terms of this Indenture, including but not
limited to the provisions of Section 12.2 hereof or pursuant to Article VII
hereof, such Subsidiary Guarantor shall be deemed released from its Subsidiary
Guarantee and all related obligations under this Indenture; provided, however,
that any such release shall occur only to the extent that all obligations of
such Subsidiary Guarantor under all of its guarantees of, and under all of its
pledges of assets or other security interests which secure, other Indebtedness
of the Company or any other Restricted Subsidiary shall also be released upon
such sale or other disposition. The Trustee shall deliver an appropriate
instrument evidencing such release upon receipt of a Company Request accompanied
by an Officers' Certificate and an Opinion of Counsel certifying that such sale
or other disposition was made by the Company in accordance with the provisions
of this Indenture. Each Subsidiary Guarantor that is designated as an
Unrestricted Subsidiary in accordance with the provisions of this Indenture
shall be released from its Subsidiary Guarantee and all related obligations
under this Indenture for so long as it remains an Unrestricted Subsidiary. The
Trustee shall deliver an appropriate instrument evidencing such release upon its
receipt of the Board Resolution designating such Unrestricted Subsidiary. Any
Subsidiary Guarantor not released in accordance with this Section 12.3 shall
remain liable for the full amount of principal of (and premium, if any, on) and
interest on the Securities as provided in this Article XII.

     Section 12.4 Limitation of Subsidiary Guarantors' Liability.

     Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby
confirm that it is the intention of all such parties that the guarantee by such
Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a
fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code,
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
any similar federal or state law. To effectuate the foregoing intention, the
Holders and each Subsidiary Guarantor hereby irrevocably agree that the
obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be
limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Subsidiary Guarantor and after giving
effect to any collections from or payments made by or on behalf of any other
Subsidiary Guarantor in respect of the obligations of such other Subsidiary
Guarantor under its Subsidiary Guarantee or pursuant to Section 12.5 hereof,
result in the obligations of such Subsidiary Guarantor under its Subsidiary
Guarantee not constituting such a fraudulent


                                       48

conveyance or fraudulent transfer. This Section 12.4 is for the benefit of the
creditors of each Subsidiary Guarantor.

     Section 12.5 Contribution.

     In order to provide for just and equitable contribution among the
Subsidiary Guarantors, the Subsidiary Guarantors agree, inter se, that in the
event any payment or distribution is made by any Subsidiary Guarantor (a
"Funding Guarantor") under its Subsidiary Guarantee, such Funding Guarantor
shall be entitled to a contribution from each other Subsidiary Guarantor (if
any) in a pro rata amount based on the Adjusted Net Assets of each Subsidiary
Guarantor (including the Funding Guarantor) for all payments, damages and
expenses incurred by that Funding Guarantor in discharging the Company's
obligations with respect to the Securities or any other Subsidiary Guarantor's
obligations with respect to its Subsidiary Guarantee.

     Section 12.6 Subordination of Subsidiary Guarantees.

     The obligations of each Subsidiary Guarantor under the Subsidiary
Guarantees pursuant to this Article XII shall be junior and subordinated to the
prior payment in full in cash of all Guarantor Senior Debt (including interest
after the commencement of any proceeding of the type described in Section 12.1
with respect to such Subsidiary Guarantor at the rate specified in the
applicable Guarantor Senior Debt, whether or not such interest would be an
allowed claim in such proceeding) of such Subsidiary Guarantor, in each case on
the same basis as the Securities are junior and subordinated to Senior
Indebtedness of the Company, as set forth in Article XIV mutatis mutandis. For
the purposes of the foregoing sentence, the Trustee and the Holders shall have
the right to receive and/or retain payments by a Subsidiary Guarantor only at
such times as they receive and/or retain payments and distributions in respect
of the Securities pursuant to this Indenture, including Article XIV hereof.

     Section 12.7 Severability.

     In case any provision of this Subsidiary Guarantee shall be invalid,
illegal or unenforceable, that portion of such provision that is not invalid,
illegal or unenforceable shall remain in effect, and the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

                                  ARTICLE XIII.

                                  MISCELLANEOUS

     Section 13.1 Compliance Certificates and Opinions.

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


                                       49

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

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

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

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

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

     The certificates and opinions provided pursuant to this Section 13.1 and
the statements required by this Section 13.1 shall be satisfactory to the
Trustee and comply in all respects with TIA Sections 314(c) and (e).

     Section 13.2 Form of Documents Delivered to Trustee.

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

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

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

     Section 13.3 Acts of Holders.

          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in


                                       50

person or by agents duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.

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

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

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

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


                                       51

     Section 13.4 Notices, etc. to Trustee, Company and Subsidiary Guarantors.

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

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

               (2) the Company or any Subsidiary Guarantor by the Trustee or by
          any Holder shall be sufficient for every purpose hereunder (unless
          otherwise herein expressly provided) if in writing (in the English
          language) and delivered in person or mailed by certified or registered
          mail (return receipt requested) to the Company or such Subsidiary
          Guarantor, as applicable, addressed to it at the Company's offices
          located at 5300 Town and Country Blvd., Suite 500, Frisco, Texas,
          75034, Attention: Chief Financial Officer, or at any other address
          otherwise furnished in writing to the Trustee by the Company.

     Section 13.5 Notice to Holders; Waiver.

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

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

     Section 13.6 Effect of Headings and Table of Contents.

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


                                       52

     Section 13.7 Successors and Assigns.

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

     Section 13.8 Severability.

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

     Section 13.9 Benefits of Indenture.

     Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person (other than the parties hereto, any Paying Agent, any
Registrar and their successors hereunder, the Holders and, to the extent set
forth in Section 12.4 hereof, creditors of Subsidiary Guarantors and the holders
of Senior Indebtedness) any benefit or any legal or equitable right, remedy or
claim under this Indenture.

     Section 13.10 Governing Law; Trust Indenture Act Controls.

          (a) THIS INDENTURE, THE SUBSIDIARY GUARANTEES AND THE SECURITIES SHALL
BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY. THE COMPANY AND EACH SUBSIDIARY
GUARANTOR IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED
STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, THE
CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE, THE SECURITIES OR THE SUBSIDIARY GUARANTEES, AND THE COMPANY AND EACH
SUBSIDIARY GUARANTOR IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION
OR PROCEEDING MAY BE HEARD AND DETERMINED BY ANY SUCH COURT.

          (b) This Indenture is subject to the provisions of the Trust Indenture
Act that are required to be part of this Indenture and shall, to the extent
applicable, be governed by such provisions. If and to the extent that any
provision of this Indenture limits, qualifies or conflicts with the duties
imposed by operation of Section 318(c) of the Trust Indenture Act, or conflicts
with any provision (an "incorporated provision") required by or deemed to be
included in this Indenture by operation of such Trust Indenture Act section,
such imposed duties or incorporated provision shall control.


                                       53

     Section 13.11 Legal Holidays.

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

     Section 13.12 No Recourse Against Others.

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

     Section 13.13 Duplicate Originals.

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

     Section 13.14 No Adverse Interpretation of Other Agreements.

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

                                  ARTICLE XIV.

                           SUBORDINATION OF SECURITIES

     Section 14.1 Securities Subordinated to Senior Indebtedness.

     (1) The Company, for itself, its successors and assigns, covenants and
agrees, and each Holder of Securities, by his acceptance thereof, likewise
covenants and agrees, that the payment of the principal of and premium, if any,
and interest on each and all of the Securities is hereby expressly subordinated,
to the extent and in the manner hereinafter set forth, in right of payment to
the prior payment in full of all Senior Indebtedness of the Company.

     (2) If (A) the Company shall default in the payment of any principal of,
premium, if any, or interest, if any, on any Senior Indebtedness of the Company
when the same becomes due and payable, whether at maturity or at a date fixed
for prepayment or by declaration of


                                       54

acceleration or otherwise, or (B) any other default shall occur with respect to
Senior Indebtedness of the Company and the maturity of such Senior Indebtedness
has been accelerated in accordance with its terms, then, upon written notice of
such default to the Company and the Trustee by the holders of Senior
Indebtedness of the Company or any trustee therefore, unless and until, in
either case, the default has been cured or waived or has ceased to exists, 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 the Company (or cash
in lieu of fractional shares thereof).

     (3) If any default occurs (other than a default descried in paragraph (2)
of this Section 14.1) under the Senior Indebtedness of the Company, 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 at the
expiration of any applicable grace periods (a "Senior Nonmonetary Default"),
then, upon the receipt by the Company and the Trustee of written notice thereof
(a "Payment Blockage Notice") from or on behalf of holders of such Senior
Indebtedness of the Company specifying an election to prohibit such payment and
other action by the Company in accordance with the following provisions of this
paragraph (3), the Company may not make any payment or take any other action
that would be prohibited by paragraph (2) of this Section 14.1 during the period
(the "Payment Blockage Period") commencing on the date of receipt of such
Payment Blockage Notice and ending on the earlier of (A) the date, if any, on
which the holders of such Senior Indebtedness or their representative notifies
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 (B) the 179th day after the date of receipt of such
Payment Blockage Notice. Notwithstanding the provisions described in the
immediately preceding sentence, the Company may resume payments on the
Securities following such Payment Blockage Period.

     Section 14.2 Distribution on Dissolution, Liquidation and Reorganization;
Subrogation of Securities.

     Upon any distribution of assets of the Company upon any dissolution,
winding up, liquidation or reorganization of the Company, whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment for
the benefit of creditors or any other marshalling of the assets and liabilities
of the Company or otherwise (subject to the power of a court of competent
jurisdiction to make other equitable provision reflecting the rights conferred
in this Indenture upon the Senior Indebtedness of the Company and holders
thereof with respect to the Securities and the Holders thereof by a lawful plan
or reorganization under applicable bankruptcy law),

          (1) the holders of all Senior Indebtedness of the Company shall be
     entitled to receive payment in full of the principal thereof, premium, if
     any, interest, and any interest thereon, due thereon before the Holders of
     the Securities are entitled to receive any payment upon the principal,
     premium, interest of or on the Securities or interest on overdue amounts
     thereof;


                                       55

          (2) any payment or distribution of assets of the Company, a Subsidiary
     Guarantor (if applicable) or any other obligor upon the Securities of any
     kind or character, whether in cash, property or securities, to which the
     Holders of the Securities or the Trustee (on behalf of the Holders) would
     be entitled except for the provisions of this Article XIV shall be paid by
     the liquidating trustee or agent or other person making such payment or
     distribution, whether a trustee in bankruptcy, a receiver or liquidating
     trustee or otherwise, directly to the holders of Senior Indebtedness of the
     Company or their representative or representatives or to the trustee or
     trustees under any indenture under which any instruments evidencing any of
     such Senior Indebtedness may have been issued, ratably according to the
     aggregate amounts remaining unpaid on account of the principal of, premium,
     if any, interest, and any interest thereon, on the Senior Indebtedness of
     the Company held or represented by each, to the extent necessary to make
     payment in full of all Senior Indebtedness of the Company remaining unpaid,
     after giving effect to any concurrent payment or distribution to the
     holders of such Senior Indebtedness; and

          (3) in any event that, notwithstanding the foregoing, any payment or
     distribution of assets of the Company, a Subsidiary Guarantor (if
     applicable) or any other obligor upon the Securities of any kind or
     character, whether in cash, property or securities, shall be received by
     the Trustee (on behalf of the Holders) or the Holders of the Securities
     before all Senior Indebtedness of the Company is paid in full, such payment
     or distribution shall be paid over the holders of such Senior Indebtedness
     or their representative or representatives or to the trustee or trustees
     under any indenture under which any instruments evidencing any of such
     Senior Indebtedness may have been issued, ratably as aforesaid, for
     application to the payment of all Senior Indebtedness remaining unpaid
     until all such Senior Indebtedness shall have been paid in full, after
     giving effect to any concurrent payment or distribution to the holders of
     such Senior Indebtedness.

     Subject to the payment in full of all Senior Indebtedness of the Company,
the Holders of the Securities shall be subrogated to the rights of the holders
of such Senior Indebtedness to receive payments or distributions of cash,
property or securities of the Company applicable to Senior Indebtedness of the
Company until the principal, premium, interest, and interest thereon, of or on
the Securities shall be paid in full and no such payments or distributions to
the Holders of the Securities of cash, property or securities otherwise
distributable to the Senior Indebtedness of the Company shall, as between the
Company, it creditors other than the holders of Senior Indebtedness of the
Company, and the Holders of the Securities, be deemed to be a payment by the
Company to or on account of the Securities. It is understood that the provisions
of this Article XIV are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities, on the one hand, and the
holders of Senior Indebtedness of the Company, on the other hand. Nothing
contained in this Article XIV or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as between the Company, its creditors
other than the holders of Senior Indebtedness of the Company, and the Holders of
the Securities, the obligation of the Company, which is unconditional and
absolute, to pay to the Holders of the Securities the principal, premium,
interest, and any interest thereon, of or on the Securities as and when the same
shall become due and payable in accordance with their terms, or to affect the
relative rights of the Holders of the Securities and creditors of the Company
other


                                       56

than the holders of Senior Indebtedness of the Company, nor shall anything
herein or in the Securities prevent the Trustee or the Holder of any Security
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article XIV of
the holders of such Senior Indebtedness in respect of cash, property or
securities of the Company received upon the exercise of any such remedy. Upon
any payment or distribution of assets of the Company referred to in this Article
XIV, the Trustee shall be entitled to conclusively rely upon a certificate of
the liquidating trustee or agent or other person making any distribution to the
Trustee for the purpose of ascertaining the persons entitled to participate in
such distribution, the holders of Senior Indebtedness of the Company and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon, and all other facts pertinent thereto or
to this Article XIV.

     The Trustee, however, shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness of the Company. The Trustee shall not be liable
to any such holder if it shall pay over or distribute to or on behalf of Holders
of Securities or the Company moneys or assets to which any holder of Senior
Indebtedness of the Company shall be entitled by virtue of this Article XIV. The
rights and claims of the Trustee shall not be subject to the provisions of this
Article XIV.

     If the Trustee or any Holder of Securities does not file a proper claim or
proof of debt in the form required in any proceeding referred to above prior to
30 days before the expiration of the time to file such claim in such proceeding,
then the holder of any Senior Indebtedness of the Company is hereby authorized,
and has the right, to file an appropriate claim or claims for or on behalf of
such Holder of Securities.

     Section 14.3 Payments of Securities Permitted.

     Nothing contained in this Indenture or in any of the Securities shall (1)
affect the obligation of the Company to make, or prevent the Company from
making, at any time except as provided in Sections 14.1 and 14.2, payments of
principal, premium, interest, and any interest thereon, of or on the Securities
or (2) prevent the application by the Trustee of any moneys deposited with it
hereunder to the payment of or on account of the principal, premium, interest or
other amounts, and any interest thereon, of or on the Securities unless the
Trustee shall have received at its Corporate Trust Office written notice of any
event prohibiting the making of such payment five Business Days (A) prior to the
date fixed for such payment, (B) prior to the execution of an instrument to
satisfy and discharge this Indenture or (C) prior to the execution of an
instrument acknowledging the defeasance of such Securities.

     Section 14.4 Authorization of Holders of Securities to Trustee to Effect
Subordination.

     Each Holder of Securities by his acceptance thereof, whether upon original
issue or upon transfer or assignment, authorizes and directs the Trustee on this
behalf to take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article XIV and appoints the Trustee his
attorney-in-fact for any and all such purposes.


                                       57

     Section 14.5 Notices to Trustee.

     The Company shall give prompt written notice to a Responsible Officer of
the Trustee located at the Corporate Trust Office of the Trustee of any fact
known to the Company which would prevent the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this
Article XIV or any other provisions of this Indenture, neither the Trustee nor
any Paying Agent (other than the Company) shall be charged with knowledge of the
existence of any Senior Indebtedness of the Company or of any event which would
prohibit the making of any payment of moneys to or by the Trustee or such Paying
Agent, unless and until the Trustee or such Paying Agent shall have received (in
the case of the Trustee, at its Corporate Trust Office) written notice thereof
from the Company or from the holder of any Senior Indebtedness of the Company or
from the trustee for or representative of any Senior Indebtedness of the Company
together with proof satisfactory to the Trustee of such holding of such Senior
Indebtedness or of the authority of such trustee or representative; provided,
however, that if at least five Business Days prior to the date upon which by the
terms hereof any such moneys may become payable for any purpose (including,
without limitation, the payment of the principal, premium, interest, of or on
any Security, or any interest thereon) or the date on which the Trustee shall
execute an instrument acknowledging satisfaction and discharge of this Indenture
or the defeasance of Securities pursuant to Section 11.2 or the date on which a
deposit pursuant to clause (1) of Section 11.3 is made, a Responsible Officer of
the Trustee shall not have received at its Corporate Trust Office with respect
to such moneys or the moneys deposited with it as a condition to such
satisfaction and discharge or defeasance the notice provided for in this Section
14.5, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such moneys and to apply
the same to the purpose for which they were received, and shall not be affected
by any notice to the contrary, which may be received by it on or after such two
Business Days prior to such date. The Trustee shall be entitled to conclusively
rely on the delivery to it of a written notice by a person representing himself
to be a holder of Senior Indebtedness of the Company (or a trustee or
representative on behalf of such holder) to establish that such a notice has
been given by a holder of Senior Indebtedness of the Company or a trustee or
representative on behalf of any such holder. In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Indebtedness of the Company to
participate in any payment or distribution pursuant to this Article XIV, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness of the
Company held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article XIV 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 14.6 Trustee as Holder of Senior Indebtedness.

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


                                       58

     Section 14.7 Modification of Terms of Senior Indebtedness.

     Any renewal or extension of the time of payment of any Senior Indebtedness
of the Company or the exercise by the holders of Senior Indebtedness of the
Company of any of their rights under any instrument creating or evidencing such
Senior Indebtedness, including without limitation the waiver of default
thereunder, may be made or done all without notice to or assent from Holders of
the Securities or the Trustee.

     No compromise, alteration, amendment, modification, extension, renewal or
other change of, or waiver, consent or other action in respect of, any liability
or obligation under or in respect of, or of any of the terms, covenants or
conditions of any indenture or other instrument under which any Senior
Indebtedness of the Company is outstanding or of such Senior Indebtedness,
whether or not such release is in accordance with the provisions of any
applicable document, shall in any way alter or affect any of the provisions of
this Article XIV or of the Securities relating to the subordination thereof.

     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                  [Remainder of Page Intentionally Left Blank]


                                       59

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

                                        ISSUER:

                                        COMSTOCK RESOURCES, INC.


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


                                        SUBSIDIARY GUARANTORS:

                                        COMSTOCK OIL & GAS, LP


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


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


                                        COMSTOCK OIL & GAS-LOUISIANA, LLC


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


                                        COMSTOCK OFFSHORE, LLC


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


                                        COMSTOCK OIL & GAS GP, LLC


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


                                        COMSTOCK OIL & GAS INVESTMENTS, LLC


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


                                       60

                                        COMSTOCK OIL & GAS HOLDINGS, INC.


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


                                        TRUSTEE:

                                        THE BANK OF NEW YORK TRUST COMPANY, N.A.


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


                                       61

                                                                      APPENDIX A

                    PROVISIONS RELATING TO INITIAL SECURITIES
                             AND EXCHANGE SECURITIES

1.   Definitions.

     1.1  Definitions.

     For the purposes of this Appendix A the following terms shall have the
meanings indicated below:

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

          "Securities" means Securities in the aggregate principal amount of
$________ issued on _________.

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

          "Securities Custodian" means the custodian with respect to a Global
Security (as appointed by the Depository), or any successor person thereto who
shall initially be the Trustee.

     1.2  Other Definitions.



                         Defined in
     Term                 Section:
     ----                ----------
                      
     "Agent Members"       2.1(b)
     "Global Security"     2.1(a)
     "Regulation S"          2.1
     "Rule 144A"             2.1


2.   The Securities.

     2.1  Form and Dating.

          (a) Global Securities. Securities shall be issued initially in the
form of one or more permanent global Securities in definitive, fully registered
form without interest coupons with the global securities legend and restricted
securities legend set forth in Exhibit 1 hereto (each, a "Global Security"),
which shall be deposited on behalf of the purchasers of the Securities
represented thereby with the Securities Custodian, and registered in the name of
the Depository or a nominee of the Depository, duly executed by the Company and
authenticated by the Trustee as provided in this Indenture. The aggregate
principal amount of the Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depository
or its nominee as hereinafter provided.

          (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a
Global Security deposited with or on behalf of the Depository.

          The Company shall execute and the Trustee shall, in accordance with
this Section 2.1(b) and pursuant to an order of the Company, authenticate and
deliver initially one or more Global Securities that (a) shall be registered in
the name of the Depository for such Global Security or Global Securities or the
nominee of such Depository and (b) shall be delivered by the Trustee to such
Depository or pursuant to such Depository's instructions or held by the Trustee
as Securities Custodian.

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

          (c) Certificated Securities. Except as provided in Section 2.3 or 2.4,
owners of beneficial interests in Global Securities will not be entitled to
receive physical delivery of certificated Securities.

     2.2  Authentication.

          The Trustee shall authenticate and deliver: (1) Securities for
original issue in an aggregate principal amount of $_________, and (2)
additional in an unlimited amount (except as otherwise provided in the
Indenture), upon a written order of the Company signed by two Officers of the
Company. Such order shall specify the amount of the Securities to be
authenticated and the date on which the original issue of Securities is to be
authenticated. The aggregate principal amount of Securities outstanding at any
time is unlimited, except as provided otherwise in the Indenture.

     2.3  Transfer and Exchange.

          (a) Transfer and Exchange of Certificated Securities. When
certificated Securities are presented to the Registrar or a co-registrar with a
request:

               (x) to register the transfer of such certificated Securities; or

               (y) to exchange such certificated Securities for an equal
     principal amount of certificated Securities of other authorized
     denominations,

the Registrar or co-registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met;
provided, however, that the certificated Securities surrendered for transfer or
exchange:

               (i) shall be duly endorsed or accompanied by a written instrument
     of transfer in form reasonably satisfactory to the Company and the
     Registrar or co-registrar, duly executed by the Holder thereof or his
     attorney duly authorized in writing; and

               (ii) are being transferred or exchanged pursuant to an effective
     registration statement under the Securities Act, pursuant to Section 2.3(b)
     or pursuant to clause (A) or (B) below, and are accompanied by the
     following additional information and documents, as applicable:

                    (A) if such certificated Securities are being delivered to
          the Registrar by a Holder for registration in the name of such Holder,
          without transfer, a certification from such Holder to that effect; or

                    (B) if such certificated Securities are being transferred to
          the Company, a certification to that effect.

          (b) Restrictions on Transfer of a Certificated Security for a
Beneficial Interest in a Global Security. A certificated Security may not be
exchanged for a beneficial interest in a Global Security except upon
satisfaction of the requirements set forth below. Upon receipt by the Trustee of
a certificated Security, duly endorsed or accompanied by a written instrument of
transfer in form reasonably satisfactory to the Company and the Registrar or
co-registrar, together with written instructions directing the Trustee to make,
or to direct the Securities Custodian to make, an adjustment on its books and
records with respect to such Global Security to reflect an increase in the
aggregate principal amount of the Securities represented by the Global Security,
such instructions to contain information regarding the Depositary account to be
credited with such increase, then the Trustee shall cancel such certificated
Security and cause, or direct the Securities Custodian to cause, in accordance
with the standing instructions and procedures existing between the Depository
and the Securities Custodian, the aggregate principal amount of Securities
represented by the Global Security to be increased by the aggregate principal
amount of the certificated Security to be exchanged and shall credit or cause to
be credited to the account of the Person specified in such instructions a
beneficial interest in the Global Security equal to the principal amount of the
certificated Security so canceled. If no Global Securities are then outstanding
and the Global Security has not been previously exchanged pursuant to Section
2.4, the Company shall issue and the Trustee shall authenticate, upon written
order of the Company in the form of an Officers' Certificate, a new Global
Security in the appropriate principal amount.

          (c) Transfer and Exchange of Global Securities.

               (i) The transfer and exchange of Global Securities or beneficial
     interests therein shall be effected through the Depository, in accordance
     with this Indenture (including applicable restrictions on transfer set
     forth herein, if any) and the

     procedures of the Depository therefor. A transferor of a beneficial
     interest in a Global Security shall deliver a written order given in
     accordance with the Depository's procedures containing information
     regarding the participant account of the Depository to be credited with a
     beneficial interest in the Global Security and such account shall be
     credited in accordance with such instructions with a beneficial interest in
     the Global Security and the account of the Person making the transfer shall
     be debited by an amount equal to the beneficial interest in the Global
     Security being transferred.

               (ii) If the proposed transfer is a transfer of a beneficial
     interest in one Global Security to a beneficial interest in another Global
     Security, the Registrar shall reflect on its books and records the date and
     an increase in the principal amount of the Global Security to which such
     interest is being transferred in an amount equal to the principal amount of
     the interest to be so transferred, and the Registrar shall reflect on its
     books and records the date and a corresponding decrease in the principal
     amount of Global Security from which such interest is being transferred.

               (iii) Notwithstanding any other provisions of this Appendix A
     (other than the provisions set forth in Section 2.4), a Global Security may
     not be transferred as a whole except by the Depository to a nominee of the
     Depository or by a nominee of the Depository to the Depository or another
     nominee of the Depository or by the Depository or any such nominee to a
     successor Depository or a nominee of such successor Depository.

          (d) Cancellation or Adjustment of Global Security. At such time as all
beneficial interests in a Global Security have either been exchanged for
certificated or certificated Securities, redeemed, repurchased or canceled, such
Global Security shall be returned by the Depository to the Trustee for
cancellation or retained and canceled by the Trustee. At any time prior to such
cancellation, if any beneficial interest in a Global Security is exchanged for
certificated Securities, redeemed, repurchased or canceled, the principal amount
of Securities represented by such Global Security shall be reduced and an
adjustment shall be made on the books and records of the Trustee (if it is then
the Securities Custodian for such Global Security) with respect to such Global
Security, by the Trustee or the Securities Custodian, to reflect such reduction.

          (f) Obligations with Respect to Transfers and Exchanges of Securities.

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

               (ii) No service charge shall be made for any registration of
     transfer or exchange, but the Company may require payment of a sum
     sufficient to cover any transfer tax, assessments, or similar governmental
     charge payable in connection therewith (other than any such transfer taxes,
     assessments or similar governmental charge payable upon exchange or
     transfer pursuant to Section 8.6).

               (iii) The Registrar or co-registrar shall not be required to
     register the transfer of or exchange of any Security for a period beginning
     15 days before the mailing of a notice of redemption or an offer to
     repurchase Securities or 15 days before an interest payment date.

               (iv) Prior to the due presentation for registration of transfer
     of any Security, the Company, the Trustee, the Paying Agent, the Registrar
     or any co-registrar may deem and treat the person in whose name a Security
     is registered as the absolute owner of such Security for the purpose of
     receiving payment of principal of and interest on such Security and for all
     other purposes whatsoever, whether or not such Security is overdue, and
     none of the Company, the Trustee, the Paying Agent, the Registrar or any
     co-registrar shall be affected by notice to the contrary.

               (v) All Securities issued upon any transfer or exchange pursuant
     to the terms of this Indenture shall evidence the same debt and shall be
     entitled to the same benefits under this Indenture as the Securities
     surrendered upon such transfer or exchange.

          (g) No Obligation of the Trustee.

               (i) The Trustee shall have no responsibility or obligation to any
     beneficial owner of a Global Security, a member of, or a participant in the
     Depository or any other Person with respect to the accuracy of the records
     of the Depository or its nominee or of any participant or member thereof,
     with respect to any ownership interest in the Securities or with respect to
     the delivery to any participant, member, beneficial owner or other Person
     (other than the Depository) of any notice (including any notice of
     redemption or repurchase) or the payment (or any delay in payment) of any
     amount, under or with respect to such Securities. All notices and
     communications to be given to the Holders and all payments to be made to
     Holders under the Securities shall be given or made only to the registered
     Holders (which shall be the Depository or its nominee in the case of a
     Global Security). The rights of beneficial owners in any Global Security
     shall be exercised only through the Depository subject to the applicable
     rules and procedures of the Depository. The Trustee may rely and shall be
     fully protected in relying upon information furnished by the Depository
     with respect to its members, participants and any beneficial owners.

               (ii) The Trustee shall have no obligation or duty to monitor,
     determine or inquire as to compliance with any restrictions on transfer
     imposed under this Indenture or under applicable law with respect to any
     transfer of any interest in any Security (including any transfers between
     or among Depository participants, members or beneficial owners in any
     Global Security) other than to require delivery of such certificates and
     other documentation or evidence as are expressly required by, and to do so
     if and when expressly required by, the terms of this Indenture, and to
     examine the same to determine substantial compliance as to form with the
     express requirements hereof.

2.4  Certificated Securities.

          (a) A Global Security deposited with the Depository or with the
Trustee as Securities Custodian pursuant to Section 2.1 shall be transferred to
the beneficial owners thereof in the form of certificated Securities in an
aggregate principal amount equal to the principal amount of such Global
Security, in exchange for such Global Security, only if such transfer complies
with Section 2.3 and (i) the Depository notifies the Company that it is
unwilling or unable to continue as a Depository for such Global Security and a
successor depositary for such Global Note is not appointed by the Company within
90 days after delivery of such notice, or (ii) the Depository has ceased to be a
"clearing agency" registered under the Exchange Act, or (iii) the Company
delivers to the Trustee an Officers' certificate notifying the Trustee that it
elects to cause the issuance of certificated Securities in exchange for all
outstanding Global Securities issued under this Indenture, or (iv) there shall
have occurred and be continuing an Event of Default with respect to the
Securities.

          (b) Any Global Security that is transferable to the beneficial owners
thereof pursuant to this Section 2.4 shall be surrendered by the Depository to
the Trustee, to be so transferred, in whole or from time to time in part,
without charge, and the Trustee shall authenticate and deliver, upon such
transfer of each portion of such Global Security, an equal aggregate principal
amount of certificated Securities of authorized denominations. Any portion of a
Global Security transferred pursuant to this Section shall be executed,
authenticated and delivered only in denominations of $1,000 and any integral
multiple thereof and registered in such names as the Depository shall direct.

          (c) Subject to the provisions of Section 2.4(b), the registered Holder
of a Global Security may grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent
Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities.

          (d) In the event of the occurrence of either of the events specified
in Section 2.4(a)(i), (ii), (iii) or (iv), the Company will promptly make
available to the Trustee a reasonable supply of certificated Securities in
definitive, fully registered form without interest coupons.

                           [FORM OF FACE OF SECURITY]

                           [Global Securities Legend]

     Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note 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. Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) ("DTC") to
the issuer or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or such other
name as may be requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or such other entity as may be requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

                           [FORM OF FACE OF SECURITY]

                            COMSTOCK RESOURCES, INC.

                               [TITLE OF SECURITY]

No. _____

                                                                   $____________

                                                            CUSIP No.___________

     Comstock Resources, Inc., a Nevada corporation, promises to pay to
_____________, or registered assigns, the principal sum of _______________
Dollars on ___________.

     Interest Payment Dates: ______ and ______, beginning on __________.

     Record Dates: ______ and ______.

     Additional provisions of this Security are set forth on the other side of
this Security.

     IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed.

                                        Date: __________, ______

                                        COMSTOCK RESOURCES, INC.


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


[CORPORATE SEAL]

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
   as Trustee, certifies
   that this is one of the Securities
   referred to in the Indenture.


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

                       [FORM OF REVERSE SIDE OF SECURITY]

                               [TITLE OF SECURITY]

1. Interest. Comstock Resources, Inc., a Nevada corporation (such corporation,
and its successors and assigns under the Indenture hereinafter referred to,
being herein called the "Company"), promises to pay interest on the principal
amount of this Security at the rate per annum shown above. The Company will pay
interest semiannually on _____ and _____ of each year. Interest on the
Securities will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from ____________. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. The Company shall pay
interest on overdue principal at the rate borne by the Securities.

2. Method of Payment.

     The Company will pay interest on the Securities (except defaulted interest)
to the Persons who are registered holders of Securities at the close of business
on the _____ or _____ next preceding the interest payment date even if
Securities are canceled after the record date and on or before the interest
payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States of America that at the time of payment is legal tender for payment
of public and private debts. Payments in respect of the Securities represented
by a Global Security (including principal, premium and interest) will be made by
wire transfer of immediately available funds to the accounts specified by The
Depository Trust Company. The Company will make all payments in respect of a
certificated Security (including principal, premium and interest), by mailing a
check to the registered address of each Holder thereof; provided, however, that
payments on the Securities may also be made, in the case of a Holder of at least
$1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee
or the Paying Agent to such effect designating such account no later than 30
days immediately preceding the relevant due date for payment (or such other date
as the Trustee may accept in its discretion).

3. Paying Agent and Registrar.

     Initially, The Bank of New York Trust Company, N.A. (the "Trustee") will
act as Paying Agent and Registrar. The Company may appoint and change any Paying
Agent, Registrar or co-registrar without notice. The Company may act as Paying
Agent, Registrar or co-registrar.

4. Indenture.

     The Company issued the Securities under an Indenture dated as of _____ (the
"Indenture"), between the Company, the initial Subsidiary Guarantors and the
Trustee. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of
the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein
have the meanings ascribed thereto in the Indenture. The Securities are subject
to all such

terms, and Securityholders are referred to the Indenture and the TIA for a
statement of those terms.

     The Securities are general unsecured obligations of the Company limited to
$__________ aggregate principal amount at any one time outstanding (subject to
Sections 2.1 and 2.8 of the Indenture). The Indenture also imposes limitations
on the ability of the Company or any Subsidiary Guarantor to consolidate or
merge with or into any other Person or convey, transfer or lease all or
substantially all of the Property of the Company or any Subsidiary Guarantor.

     [If applicable, insert - To guarantee the due and punctual payment of the
principal and interest on the Securities and all other amounts payable by the
Company under the Indenture and the Securities when and as the same shall be due
and payable, whether at maturity, by acceleration or otherwise, according to the
terms of the Securities and the Indenture, the Subsidiary Guarantors will
unconditionally guarantee the Obligations on a joint and several basis pursuant
to the terms of the Indenture.]

5. [If applicable, insert - Optional Redemption.

     The Securities are subject to redemption, at the option of the Company, in
whole or in part, at any time on or after _____ at the following Redemption
Prices (expressed as percentages of principal amount) set forth below if
redeemed during the 12-month period beginning _____ of the years indicated
below:



           Redemption
Year          Price
- ----       ----------
        
_____...      ____%
_____...      ____%


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

6. [If applicable, insert - Sinking Fund.

          The Securities are not subject to any sinking fund.]

7. [If applicable, insert - Notice of Redemption.

     Notice of redemption will be sent at least 30 days but not more than 60
days before the redemption date to each Holder of Securities to be redeemed at
his or her registered address. Securities in denominations larger than $1,000
may be redeemed in part but only in whole multiples of $1,000. If money
sufficient to pay the redemption price of and accrued interest on all Securities
(or portions thereof) to be redeemed on the redemption date is deposited with
the Paying Agent on or before the redemption date and certain other conditions
are satisfied, on and after such date interest ceases to accrue on such
Securities (or such portions thereof) called for redemption.]

8. Denominations; Transfer; Exchange.

     The Securities are in registered form without coupons in denominations of
$1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the Indenture. Upon any transfer or exchange, the
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents and to pay any taxes required by
law or permitted by the Indenture.

9. Persons Deemed Owners.

     The registered Holder of this Security may be treated as the owner of it
for all purposes.

10. Unclaimed Money.

     If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent shall pay the money back to the Company at
its written request unless an abandoned property law designates another Person.
After any such payment, Holders entitled to the money must look only to the
Company and not to the Trustee for payment.

11. Discharge and Defeasance.

     Subject to certain conditions, the Company at any time may terminate some
of or all its obligations under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal and interest on the Securities to redemption or maturity, as the
case may be.

12. Amendment, Waiver.

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

13. Defaults and Remedies.

     As set forth in the Indenture, an Event of Default is generally (i) failure
to pay principal upon maturity, redemption or otherwise; (ii) default for 30
days in payment of interest on any of the Securities; (iii) default in the
performance of agreements relating to mergers, consolidations and sales of all
or substantially all assets; (iv) failure for 60 days after notice to comply
with any other covenants in the Indenture, any Subsidiary Guarantee (if there
shall be any) or the Securities; (v) the failure of any Subsidiary Guarantee (if
there shall be any) to be in full force and effect (except as permitted by the
Indenture); and (vi) certain events of bankruptcy, insolvency or reorganization
of the Company or any Restricted Subsidiary. If any Event of Default occurs and
is continuing, the Trustee or the holders of at least 25% in aggregate principal
amount of the Outstanding Securities may declare the principal amount of all the
Securities to be due and payable immediately, except that (i) in the case of an
Event of Default arising from certain events of bankruptcy, insolvency or
reorganization of the Company or any Restricted Subsidiary, the principal amount
of the Securities will become due and payable immediately without further action
or notice, and (ii) in the case of an Event of Default which relates to certain
payment defaults or the acceleration with respect to certain Indebtedness, any
such Event of Default and any consequential acceleration of the Securities will
be automatically rescinded if any such Indebtedness is repaid or if the default
relating to such Indebtedness is cured or waived and if the holders thereof have
accelerated such Indebtedness then such holders have rescinded their declaration
of acceleration. No Holder may pursue any remedy under the Indenture unless the
Trustee shall have failed to act after notice from such Holder of an Event of
Default and written request by Holders of at least 25% in aggregate principal
amount of the Outstanding Securities, and the offer to the Trustee of indemnity
reasonably satisfactory to it; however, such provision does not affect the right
to sue for enforcement of any overdue payment on a Security by the Holder
thereof. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the Outstanding Securities may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders notice of
any continuing default (except default in payment of principal, premium or
interest) if it determines in good faith that withholding the notice is in the
interest of the Holders. The Company is required to file annual and quarterly
reports with the Trustee as to the absence or existence of defaults.

14. Trustee Dealings with the Company.

     Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.

15. No Recourse Against Others.

     A director, officer, employee, incorporator, stockholder or Affiliate of
the Company or any Subsidiary Guarantor, as such, past, present or future shall
not have any personal liability under this Security or any other Security or the
Indenture by reason of his or its status as such director, officer, employee,
incorporator, stockholder or Affiliate, or any liability for any obligations of
the Company or any Subsidiary Guarantor under the Securities or the Indenture or

for any claim based on, in respect of, or by reason of such obligations or their
creation. Each Holder, by accepting this Security, waives and releases all such
liability. Such waiver and release are part of the consideration for the
issuance of this Security.

16. Authentication.

     This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

17. Abbreviations.

     Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

18. Governing Law.

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

19. CUSIP Numbers.

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     THE COMPANY WILL FURNISH TO ANY HOLDER OF SECURITIES UPON WRITTEN REQUEST
AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE
TEXT OF THIS SECURITY.

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

             _______________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. No.)

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

Date:                                   Your Name:
                                        (Print exactly as your name appears on
                                        the face of this Security)


                                        Your Signature:
                                        (Sign exactly as your name appears on
                                        the face of this Security)


                                        Signature Guarantee:
                                        Signature must be guaranteed by a
                                        participant in a recognized signature
                                        guaranty medallion program or other
                                        signature acceptable to Trustee

In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Securities and the last date, if any, on which such Securities were
owned by the Company or any Affiliate of the Company, the undersigned confirms
that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

          (1)  [ ]  to the Company or any subsidiary thereof; or

          (2)  [ ]  pursuant to an effective registration statement under the
                    Securities Act of 1933; or

          (3)  [ ]  inside the United States to a "qualified institutional
                    buyer" (as defined in Rule 144A under the Securities Act of
                    1933) that purchases for its own account or for the account
                    of a qualified institutional buyer to whom notice is given
                    that such transfer is being made in reliance on Rule 144A,
                    in each case pursuant to and in compliance with Rule 144A
                    under the Securities Act of 1933; or

          (4)  [ ]  outside the United States in an offshore transaction within
                    the meaning of Regulation S under the Securities Act in
                    compliance with Rule 904 under the Securities Act of 1933;
                    or

          (5)  [ ]  inside the United States to an institutional "accredited
                    investor" (as defined in Rule 501(a)(1), (2), (3) or (7)
                    under the Securities Act of 1933) that has furnished to the
                    trustee a signed letter containing certain representations
                    and agreements (the form of which letter can be obtained
                    from the Trustee) and, if such transfer is in respect an
                    aggregate principal amount of Securities less than $100,000,
                    an opinion of counsel satisfactory to the Company to the
                    effect that such transfer is in compliance with the
                    Securities Act; or

          (6)  [ ]  pursuant to another available exemption from registration
                    provided by Rule 144 under the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered holder thereof; provided, however, that if box (6) is
checked, the Trustee may require, prior to registering any such transfer of the
Securities, such legal opinions, certifications and other information as the
Company has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933.


                                        ----------------------------------------
                                        Your Signature

              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Security
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.

Dated: ________________

                                        NOTICE: To be executed by an executive
                                                officer

                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

          The initial principal mount of this Global Security is $ [________].
The following increases or decreases in this Global Security have been made:



                                                                       Principal amount of
                                                Amount of increase     this Global Security   Signature of authorized
Date of    Amount of decrease in Principal     in Principal Amount        following such        signatory of Trustee
Exchange    Amount of this Global Security   of this Global Security   decrease or increase   or Securities Custodian
- --------   -------------------------------   -----------------------   --------------------   -----------------------
                                                                                  

                                                                     Exhibit 5.1

                                [LLS LETTERHEAD]

                                 October 4, 2005

Comstock Resources, Inc.
5300 Town and Country Blvd., Suite 500
Frisco, TX  75034

      Re: Registration Statement on Form S-3

Ladies and Gentlemen:

      This Firm has acted as counsel to Comstock Resources, Inc., a Nevada
corporation (the "Company"), and its subsidiary guarantor co-registrants (the
"Co-Registrants"), in connection with the Registration Statement on Form S-3
(the "Registration Statement") to be filed by the Company and the Co-Registrants
with the Securities and Exchange Commission on the date hereof. The Registration
Statement relates to the issuance and sale from time to time, pursuant to Rule
415 of the General Rules and Regulations promulgated under the Securities Act of
1933, as amended (the "Securities Act"), of the following securities with an
aggregate initial public offering price of up to $500,000,000: (i) shares of
common stock of the Company, $0.50 par value per share ("Common Stock"); (ii)
shares of preferred stock of the Company, $10.00 par value per share (the
"Preferred Stock"), in one or more series; (iii) senior or subordinated debt
securities of the Company, in one or more series (the "Debt Securities"); (iv)
warrants to purchase debt or equity securities of the Company ("Warrants"); (v)
units consisting of one or more Warrants, Debt Securities, Guarantees (as
defined below), shares of Preferred Stock, shares of Common Stock or any
combination of such securities ("Units"); and (vi) guarantees of the Company's
Debt Securities (the "Guarantees") by the Co-Registrants (items (i) through (vi)
above are collectively referred herein to as the "Securities").

      The Debt Securities and the Guarantees will be issued pursuant to an
indenture (the "Indenture"), to be entered into by the Company, each of the
Co-Registrants, as guarantors, and a financial institution to be named therein,
as trustee (the "Trustee"), substantially in the form attached as Exhibit 4.6 to
the Registration Statement, and as the same may hereafter be supplemented from
time to time, among other things at the time of and in connection with the
issuance of the Debt Securities and any Guarantees.

      The Warrants will be issued pursuant to a warrant agreement (the "Warrant
Agreement") by and between the Company and a warrant agent.

      In rendering the opinions contained herein, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of: (i) the
Restated Articles of Incorporation and Bylaws of the Company, each as amended to
date and currently in effect, and similar organizational documents for each of
the Co-Registrants; (ii) the Registration Statement; (iii) the prospectus
contained in the Registration Statement (the "Prospectus"); and (iv) such other
documents and records of the Company, such certificates and statements of public
officials and of officers and other representatives of the Company and all such
other documents, agreements, records or certificates as we have deemed necessary
or appropriate as a basis for the opinions set forth herein.



Comstock Resources, Inc.
October 4, 2005
Page 2

      In rendering the opinions contained herein, we have, with your permission,
made the following assumptions: (i) all documents submitted to or reviewed by
us, including all amendments and supplements thereto, are accurate and complete
and, if not originals, are true, correct and complete copies of the originals;
(ii) the signatures on each of such documents by the parties thereto are
genuine; (iii) each individual who signed such documents had the legal capacity
to do so; and (iv) all persons who signed such documents on behalf of a business
entity were duly authorized to do so. We have assumed that there are no
amendments, modifications or supplements to such documents other than those
amendments, modifications and supplements that are known to us.

      In rendering the opinions expressed in paragraphs 3 through 6 below with
respect to the Securities therein referred to, we have additionally assumed
that: (i) the Trustee identified in the Indenture will have all requisite power
and authority to execute, deliver and perform its obligations under the
Indenture; (ii) at the time of execution of the Indenture, the execution and
delivery thereof and the performance of such obligations will have been duly
authorized by all necessary action on the Trustee's part and the Indenture will
have been duly delivered by it; (iii) at the time of execution of the Indenture,
the Indenture will be enforceable against the Trustee in accordance with the
terms thereof; (iv) any supplemental indenture to the Indenture and any Board
Resolution (as defined in the Indenture) and/or Officer's Certificate (as
defined in the Indenture) executed and delivered pursuant to the Indenture, in
any such case, pursuant to which any Debt Securities and Guarantees are issued,
will comply with the Indenture as theretofore supplemented, and the form and
terms of such Debt Securities and Guarantees will comply with the Indenture as
then supplemented (including by such supplemental indenture) and any such Board
Resolution and/or Officer's Certificate; (v) each of the Company and the
Co-Registrants is and at all times material hereto will be a corporation or
limited liability company (as applicable) duly organized and validly existing
under the laws of the jurisdiction under which it is currently organized; and
(vi) the indenture actually entered into by the Company, the Co-Registrants and
Trustee will not deviate in any material or substantial respect from the
Indenture contained as Exhibit 4.6 to the Registration Statement, such that any
deviation would alter our opinions contained herein.

      Based upon and subject to the foregoing, and subject also to the
limitations and other assumptions and qualifications set forth herein, we are of
the opinion that:

      1. With respect to any offering of Common Stock (the "Offered Common
Stock"), when (i) the Registration Statement, as finally amended (including all
necessary post-effective amendments), has become effective under the Securities
Act; (ii) an appropriate prospectus supplement or term sheet with respect to the
Offered Common Stock has been prepared, delivered and filed in compliance with
the Securities Act and the applicable rules and regulations thereunder; (iii) if
the Offered Common Stock is to be sold pursuant to a firm commitment
underwritten offering, an underwriting agreement with respect to the Offered
Common Stock has been duly authorized, executed and delivered by the Company and
the other parties thereto; (iv) the Board of Directors, including any
appropriate committee appointed thereby, and appropriate officers of the Company
have taken all necessary corporate action to approve the issuance of the offered
Common Stock and related matters; (v) the terms of the issuance and sale of the
Offered Common Stock have been duly established in conformity with the Restated
Articles of Incorporation and the Bylaws of the Company, each as amended and
then in effect, so as not to (A) violate any applicable law, (B) violate the
Restated Articles of Incorporation or the Bylaws of the Company, each as amended
and then in effect, or (C) result in a default under or breach of any agreement
or instrument binding upon the Company and so as to comply with any requirement
or restriction imposed by any court or governmental body having jurisdiction
over the Company; and (vi) certificates representing the shares of



Comstock Resources, Inc.
October 4, 2005
Page 3

Offered Common Stock are duly executed, countersigned, registered and delivered
upon payment of the agreed upon consideration therefor, the shares of Offered
Common Stock (including any Common Stock duly issued upon conversion, exchange
or exercise of any Debt Securities or Preferred Stock), when issued and sold in
accordance with the applicable underwriting agreement with respect to the
Offered Common Stock or any other duly authorized, executed and delivered valid
and binding purchase or agency agreement, will be duly authorized, validly
issued, fully paid and nonassessable, provided that the consideration therefore
is not less than the par value thereof.

      2. With respect to the offering of shares of any series of Preferred Stock
(the "Offered Preferred Stock"), when (i) the Registration Statement, as finally
amended (including all necessary post-effective amendments), has become
effective under the Securities Act; (ii) an appropriate prospectus supplement or
term sheet with respect to the shares of the Offered Preferred Stock has been
prepared, delivered and filed in compliance with the Securities Act and the
applicable rules and regulations thereunder; (iii) if the Offered Preferred
Stock is to be sold pursuant to a firm commitment underwritten offering, an
underwriting agreement with respect to the shares of the Offered Preferred Stock
has been duly authorized, executed and delivered by the Company and the other
parties thereto; (iv) the Board of Directors, including any appropriate
committee appointed thereby, and appropriate officers of the Company have taken
all necessary corporate action to approve the issuance and terms of the shares
of the Offered Preferred Stock and related matters, including the adoption of a
Certificate of Designation for the Offered Preferred Stock in accordance with
the applicable provisions of Nevada law (the "Certificate of Designation"); (v)
the filing of the Certificate of Designation with the Secretary of State of the
State of Nevada has duly occurred; (vi) the terms of the Offered Preferred Stock
and of their issuance and sale have been duly established in conformity with the
Company's Restated Articles of Incorporation, including the Certificate of
Designation relating to the Offered Preferred Stock, and the Bylaws of the
Company, each document as amended and then in effect on such date, so as not to
(A) violate any applicable law, (B) the Restated Articles of Incorporation or
the Bylaws of the Company, each document as amended and then in effect on such
date, or (C) result in a default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the Company;
and (vii) certificates representing the shares of the Offered Preferred Stock
are duly executed, countersigned, registered and delivered upon payment of the
agreed-upon consideration therefor, the shares of the Offered Preferred Stock
(including any Preferred Stock duly issued conversion, exchange or exercise of
any Debt Securities or Preferred Stock), when issued or sold in accordance with
the applicable underwriting agreement or any other duly authorized, executed and
delivered valid and binding purchase or agency agreement, will be duly
authorized, validly issued, fully paid and nonassessable, provided that the
consideration therefore is not less than the par value thereof.

      3. With respect to any series of Debt Securities (the "Offered Debt
Securities"), when (i) the Registration Statement, as finally amended (including
all necessary post-effective amendments), has become effective under the
Securities Act and the applicable Indenture has been qualified under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"); (ii) an
appropriate prospectus supplement or term sheet with respect to the Offered Debt
Securities has been prepared, delivered and filed in compliance with the
Securities Act and the applicable rules and regulations thereunder; (iii) if the
Offered Debt Securities are to be sold pursuant to a firm commitment
underwritten offering, an underwriting agreement with respect to the Offered
Debt Securities has been duly authorized, executed and delivered by the Company
and the other parties thereto; (iv) the Board of Directors, including any
appropriate committee appointed thereby, and appropriate officers of the Company
have taken all necessary corporate




Comstock Resources, Inc.
October 4, 2005
Page 4

action to approve the issuance and terms of the Offered Debt Securities and
related matters; (v) the terms of the Offered Debt Securities and of their
issuance and sale have been duly established in conformity with the applicable
Indenture so as not to (A) violate any applicable law, (B) violate the Restated
Articles of Incorporation or the Bylaws of the Company, in each case as amended
and in effect on such date, or (C) result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company; and (vi) the Offered Debt Securities have been
duly executed and authenticated in accordance with the provisions of the
applicable Indenture and duly delivered to the purchasers thereof upon payment
of the agreed-upon consideration therefor, the Offered Debt Securities
(including any Debt Securities duly issued upon conversion, exchange or exercise
of any Debt Securities or Preferred Stock), when issued and sold in accordance
with the applicable Indenture and the applicable underwriting agreement, if any,
or any other duly authorized, executed and delivered valid and binding purchase
or agency agreement, will be valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective terms,
except to the extent that enforcement thereof may be limited by (a) bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, (b)
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity), (c) public policy considerations which may
limit the rights of the parties to obtain further remedies, (d) the waivers of
any usury defense contained in the Indenture which may be unenforceable, (e)
requirements that a claim with respect to any Offered Debt Securities
denominated other than in United States dollars (or a judgment denominated other
than in United States dollars in respect of such claim) be converted into United
States dollars at a rate of exchange prevailing on a date determined pursuant to
applicable law, and (f) governmental authority to limit, delay, or prohibit the
making of payments outside the United States or in foreign currencies, currency
units or composite currencies (collectively, these qualifications and
limitations are referred to herein as the "Enforceability Qualifications").

      4. With respect to Warrants to be issued under a Warrant Agreement (the
"Offered Warrants"), when (i) the Registration Statement, as finally amended
(including all necessary post-effective amendments), has become effective under
the Securities Act; (ii) an appropriate prospectus supplement or term sheet with
respect to the Offered Warrants has been prepared, delivered and filed in
compliance with the Securities Act and the applicable rules and regulations
thereunder; (iii) the Company's Board of Directors, including any appropriate
committee appointed thereby, and appropriate officers of the Company have taken
all necessary corporate action to approve the issuance and terms of such Offered
Warrants, the terms of the offering thereof and related matters, (iv) the
Warrant Agreement has been duly authorized and validly executed and delivered by
the Company and the warrant agent under the Warrant Agreement; (v) the terms of
the issuance and sale of the Offered Warrants have been duly established in
conformity with the Restated Articles of Incorporation and the Bylaws of the
Company, each as amended and then in effect, so as not to (A) violate any
applicable law, (B) violate the Restated Articles of Incorporation or the Bylaws
of the Company, each as amended and then in effect, or (C) result in a default
under or breach of any agreement or instrument binding upon the Company and so
as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company; and (vi) such Offered
Warrants have been duly executed, issued and delivered in accordance with the
terms of the Warrant Agreement and the applicable definitive purchase,
underwriting or similar agreement approved by the Board of Directors of the
Company, upon payment (or delivery) of the consideration therefor provided for
therein, such Offered Warrants will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
their respective terms, subject to the Enforceability Qualifications.



Comstock Resources, Inc.
October 4, 2005
Page 5

      5. With respect to any Units, to be offered (the "Offered Units"), when
(i) the Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Securities Act; (ii)
an appropriate prospectus supplement or term sheet with respect to the Offered
Units has been prepared, delivered and filed in compliance with the Securities
Act and the applicable rules and regulations thereunder; (iii) the Company's
Board of Directors, including any appropriate committee appointed thereby, and
appropriate officers of the Company have taken all necessary corporate action to
authorize and approve (A) the issuance and terms of the Offered Units, (B) the
issuance and terms of any Warrants which are a component of the Units, the terms
of the offering thereof and related matters, and the execution and delivery of
any related Warrant Agreement, (C) the issuance and terms of any applicable
series of any Debt Securities which are a component of the Units, the terms of
the offering thereof and related matters, and the execution and delivery of the
applicable Indenture and any applicable supplemental indenture and (D) the
issuance and terms of any Preferred Stock or Common Stock which are a component
of the Units, the terms of the offering thereof and related matters, (iv) the
terms of the issuance and sale of the Offered Units have been duly established
in conformity with the Restated Articles of Incorporation and the Bylaws of the
Company, each as amended and then in effect, so as not to (A) violate any
applicable law, (B) violate the Restated Articles of Incorporation or the Bylaws
of the Company, each as amended and then in effect, or (C) result in a default
under or breach of any agreement or instrument binding upon the Company and so
as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company; and (v) all of the
parties duly execute and deliver, and in the case of the applicable series of
Debt Securities, duly authenticate, (A) the applicable Offered Units, (B) such
Warrants and Warrant Agreement, (C) such series of Debt Securities and Indenture
(and such Indenture is qualified under the Trust Indenture Act) and any
applicable supplemental indenture and (D) such Preferred Stock and Common Stock,
and each such Security is issued, in each case upon payment of the consideration
therefor provided for in the applicable definitive purchase, underwriting or
similar agreement approved by the Board of Directors of the Company and
otherwise in accordance with the provisions of the applicable Warrant Agreement,
in the case of the Warrants, the applicable Indenture and any applicable
supplemental indenture, in the case of a series of Debt Securities, or the
Company's Restated Articles of Incorporation and Bylaws (as amended to such date
and then in effect), in the case of such Preferred Stock and Common Stock, such
Offered Units will constitute valid and legally binding obligations of the
Company, enforceable against the Company in accordance with their respective
terms, subject to the Enforceability Qualifications.

      6. With respect to the Guarantees, when (i) the Registration Statement, as
finally amended (including all necessary post-effective amendments), has become
effective under the Securities Act; (ii) an appropriate prospectus supplement or
term sheet with respect to any Debt Securities for which the Guarantees relate
has been prepared, delivered and filed in compliance with the Securities Act and
the applicable rules and regulations thereunder; (iii) the Company and each
Co-Registrant, and each of their respective board of directors, including any
appropriate committee appointed thereby, and appropriate officers or managers
(as applicable), have taken of all necessary corporate action to authorize and
approve the issuance and terms of the Guarantees and the Debt Securities to
which they pertain, the terms of the offering thereof and related matters, (iv)
the terms of the issuance and sale of the Guarantees have been duly established
in conformity with the Articles of Incorporation and the Bylaws (or similar
organizational documents) of each Co-Registrant, each as amended and then in
effect, so as not to (A) violate any applicable law, (B) violate the Restated
Articles of Incorporation or the Bylaws (or similar organizational documents) of
each Co-Registrant, each as amended and then in effect, or (C) result in a
default under or breach of any agreement or instrument binding upon the Company
or any Co-



Comstock Resources, Inc.
October 4, 2005
Page 6

Registrant and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the Company or any
Co-Registrant; (v) the applicable Indenture as then and theretofore
supplemented, pursuant to which the Guarantees will be issued, has been
qualified under the Trust Indenture Act and (vi) such Debt Securities and such
Guarantees are duly executed, issued and delivered in each case in accordance
with the terms of the applicable Indenture (as supplemented) and the applicable
purchase, underwriting or similar agreement and payment (or delivery) of the
consideration therefor provided for therein, such Guarantees will constitute
valid and legally binding obligations of the applicable Co-Registrant,
enforceable against each Co-Registrant in accordance with their respective
terms, subject to the Enforceability Qualifications.

      In rendering the opinions expressed above, we have assumed that, at or
prior to the time of the delivery of any such Security, there shall not have
occurred any change in law affecting the validity or enforceability of such
Security.

      With respect to any agreement or instrument (other than the Indenture)
reviewed by us, that by its terms or otherwise is governed by the law of any
jurisdiction other than the laws of the State of Texas, our opinion herein is
based solely on our understanding of the plain language of such agreement or
instrument and we do not express our opinion with respect to the interpretation,
validity, binding nature or enforceability of any such agreement or instrument,
and we do not assume any responsibility with respect to the affect on the
opinions or statements set forth herein of any interpretation thereof
inconsistent with such understanding.

      We are members of the State Bar of Texas and we do not express any opinion
herein with respect to the law of any jurisdiction other than the State of
Texas, applicable federal law, and the General Corporation Law of the State of
Nevada. To the extent to which the opinions set forth herein regarding the
Indenture relate to matters of New York law, we have assumed, with your express
permission and without opining, that the applicable laws of the State of New
York are the same in substance and in effect as the relevant laws of the State
of Texas.

      This opinion is intended solely for your benefit. It is not to be quoted
in whole or in part, disclosed, made available to or relied upon by any other
person, firm or entity without our express prior written consent. This opinion
is limited to the specific opinions expressly stated herein, and no other
opinion is implied or may be inferred beyond the specific opinions expressly
stated herein.

      This opinion is based upon our knowledge of the law and facts relevant to
the transactions herein referenced as of the date hereof. We assume no duty to
update or supplement this opinion to reflect any facts or circumstances that may
hereafter come to our attention or to reflect any changes in any law that may
hereafter occur or become effective.



Comstock Resources, Inc.
October 4, 2005
Page 7

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the heading "Legal
Matters" in the Prospectus. In giving this consent, we do not thereby admit that
we are included in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Securities
and Exchange Commission.

                                              Respectfully submitted,

                                              LOCKE LIDDELL & SAPP LLP

                                              By:  /s/ Jack E. Jacobsen
                                                 ------------------------------
                                                   Jack E. Jacobsen
                                                   Partner

                                                                               .
                                                                               .
                                                                               .

                                                                    Exhibit 12.1

                    COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

                 COMPUTATION OF EARNINGS TO FIXED CHARGES RATIO



                                                                                                    Six Months Ended
                                                                  Year Ended                            June 30,
                                           -----------------------------------------------------  --------------------
                                              2000       2001       2002       2003       2004      2004       2005
                                           ---------  ---------  ---------  ---------  ---------  ---------  ---------
                                                                                        
Ratio of Earnings to Fixed Charges
     Fixed charges
        Interest expense                   $  25,819  $  22,098  $  31,252  $  29,860  $  21,182  $  10,791  $  10,517
        Capitalized interest
            expense                                -        230        281        422        363        187        207
        Preferred stock dividends              2,471      1,604      1,604        573          -          -          -
        Rental expense deemed
             interest                              -          -          -          -          -          -          -
                                           ---------  ---------  ---------  ---------  ---------  ---------  ---------
     Total fixed charges                   $  28,290  $  23,932  $  33,137  $  30,855  $  21,545  $  10,978  $  10,724
                                           =========  =========  =========  =========  =========  =========  =========

     Earnings, as Defined:
        Income from continuing
             operations before income
             taxes                            63,034     53,085     19,350     82,949     73,209     29,205      8,877
        Interest expense                      25,819     22,098     31,252     29,860     21,182     10,791     10,517
        Rental expense deemed interest             -          -          -          -          -          -          -
                                           ---------  ---------  ---------  ---------  ---------  ---------  ---------
        Earnings, as defined(1)            $  88,853  $  75,183  $  50,602  $ 112,809  $  94,391  $  39,996  $  19,394
                                           =========  =========  =========  =========  =========  =========  =========

Ratio of earnings to fixed charges(2)           3.1x       3.1x       1.5x       3.7x       4.4x       3.6x       1.8x
                                           =========  =========  =========  =========  =========  =========  =========


- --------------------
(1)   Earnings represent income before income taxes from continuing operations
      before fixed charges

(2)   For the purposes of calculating the ratio of earnings to fixed charges,
      fixed charges include interest expense, capitalized interest expense,
      preferred stock dividends and that portion of non-capitalized rental
      expense deemed to be the equivalent of interest. Earnings represent income
      before income taxes from continuing operations before fixed charges.

                                                                    Exhibit 15.1

                                 October 4, 2005

Comstock Resources, Inc.
5300 Town and Country Boulevard
Suite 500
Frisco, Texas 75034

Shareholders and Board of Directors
Comstock Resources, Inc.

      We are aware of the incorporation by reference in the Registration
Statement on From S-3 for the registration of up to $500,000,000 of securities
of Comstock Resources, Inc. of our reports dated May 9, 2005 and August 10, 2005
relating to the unaudited consolidated interim financial statements of Comstock
Resources, Inc. that are included in its Form 10-Q's for the quarters ended
March 31, 2005 and June 30, 2005, respectively.

                                  /s/ Ernst & Young LLP

Dallas, Texas

                                                                    Exhibit 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Comstock Resources,
Inc. for the registration of up to $500,000,000 of securities and to the
incorporation by reference therein of our reports dated March 19, 2005, with
respect to the consolidated financial statements of Comstock Resources, Inc.,
Comstock Resources, Inc. management's assessment of the effectiveness of
internal control over financial reporting, and the effectiveness of internal
control over financial reporting of Comstock Resources, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 2004, filed with the
Securities and Exchange Commission.

                              /s/ Ernst & Young LLP

Dallas, Texas 75201

October 4, 2005

                                                                    Exhibit 23.3

The Board of Directors
Comstock Resources, Inc.

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      We consent to the incorporation by reference in the registration statement
on Form S-3 of our report dated March 19, 2003, with respect to the consolidated
statements of operations, stockholders' equity and comprehensive income, and
cash flows of Comstock Resources, Inc. for the year ended December 31, 2002,
which report appears in the December 31, 2004 Annual Report on Form 10-K of
Comstock Resources, Inc., and to the reference to our firm under the heading
"Experts" in the prospectus.
                                                                    /s/ KPMG LLP

Dallas, Texas
October 4, 2005

                                                                    Exhibit 23.4

                [LETTERHEAD OF LEE KEELING AND ASSOCIATES, INC.]

                  CONSENT OF INDEPENDENT PETROLEUM CONSULTANTS

      As independent petroleum consultants, we consent to the references to our
firm, to our estimates of reserves and value of reserves and to our report on
reserves as of December 31, 2004 incorporated by reference into the prospectus
contained in the Registration Statement on Form S-3 filed with the Securities
and Exchange Commission on or about October 4, 2005 and any subsequent
amendments thereto.

                                    Lee Keeling and Associates, Inc.

                                    /s/ Lee Keeling and Associates, Inc.

Tulsa, Oklahoma
October 4, 2005

                                                                      EXHIBIT 25

================================================================================
                                  UNITED STATES
                       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 BANK OF NEW YORK TRUST COMPANY, N.A.

               (Exact name of trustee as specified in its charter)

                                                         95-3571558
(Jurisdiction of incorporation or organization           (I.R.S. employer
if not a U.S. national bank)                             identification no.)

700 SOUTH FLOWER STREET
SUITE 500
LOS ANGELES, CALIFORNIA                                  90017
(Address of principal executive offices)                 (Zip code)

                    The Bank of New York Trust Company, N.A.

                       600 North Pearl Street - Suite 420

                               Dallas, Texas 75201

                                  866-691-3390

            (Name, Address and Telephone Number of Agent for Service)

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

                            COMSTOCK RESOURCES, INC.

               (Exact name of obligor as specified in its charter)

          NEVADA                                         94-1667468
(State or other jurisdiction of                          (I.R.S. employer
incorporation or organization)                           identification no.)

          5300 TOWN AND COUNTRY BLVD., SUITE 500         75034
                      FRISCO, TEXAS                      (Zip code)
         (Address of principal executive offices)



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

                       COMSTOCK OIL & GAS LOUISIANA, LLC


                                                        
(Exact name of obligor as specified in its charter)  Nevada   26-0012430 (I.R.S. employer
(State or other jurisdiction of                               identification no.)
incorporation or organization)


          5300 TOWN AND COUNTRY BLVD., SUITE 500              75034
                      FRISCO, TEXAS                           (Zip code)
               (Address of principal executive offices)

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

                             COMSTOCK OFFSHORE, LLC


                                                        
(Exact name of obligor as specified in its charter)  Nevada   75-2733811
(State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                                identification no.)


          5300 TOWN AND COUNTRY BLVD., SUITE 500              75034
                      FRISCO, TEXAS                           (Zip code)
               (Address of principal executive offices)

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

                           COMSTOCK OIL & GAS GP, LLC


                                                        
(Exact name of obligor as specified in its charter)  Nevada   NOT APPLICABLE
(State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                                identification no.)


          5300 TOWN AND COUNTRY BLVD., SUITE 500              75034
                      FRISCO, TEXAS                           (Zip code)
               (Address of principal executive offices)

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

                       COMSTOCK OIL & GAS INVESTMENTS, LLC


                                                        
(Exact name of obligor as specified in its charter)  Nevada   90-0155903
(State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                                identification no.)


          5300 TOWN AND COUNTRY BLVD., SUITE 500              75034
                      FRISCO,  TEXAS                          (Zip code)
               (Address of principal executive offices)

                                     - 2 -


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

                        COMSTOCK OIL & GAS HOLDINGS, INC.


                                                        
(Exact name of obligor as specified in its charter)  Nevada   75-2968982
(State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                                identification no.)


          5300 TOWN AND COUNTRY BLVD., SUITE 500              75034
                      FRISCO, TEXAS                           (Zip code)
               (Address of principal executive offices)

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

                      DEBT SECURITIES - SHELF REGISTRATION

                       (TITLE OF THE INDENTURE SECURITIES)

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

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.



           Name                                            Address
- -------------------------------------------     --------------------------------
                                             
Comptroller of the Currency
United States Department of the Treasury        Washington, D.C. 20219

Federal Reserve Bank                            San Francisco, California 94105

Federal Deposit Insurance Corporation           Washington, D.C. 20429


      (b)   WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

      Yes.

2.    AFFILIATIONS WITH OBLIGOR.

      IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
      AFFILIATION.

      None.

                                     - 3 -


16.   LIST OF EXHIBITS.

      EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
      INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
      7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
      229.10(d).

      1.    A copy of the articles of association of The Bank of New York Trust
            Company, N.A. (Exhibit 1 to Form T-1 filed with Registration
            Statement No. 333-121948 on January 11, 2005).

      2.    A copy of certificate of authority of the trustee to commence
            business. (Exhibit 2 to Form T-1 filed with Registration Statement
            No. 333-121948 on January 11, 2005).

      3.    A copy of the authorization of the trustee to exercise corporate
            trust powers. (Exhibit 3 to Form T-1 filed with Registration
            Statement No. 333-121948 on January 11, 2005).

      4.    A copy of the existing by-laws of the trustee. (Exhibit 4 to Form
            T-1 filed with Registration Statement No. 333-121948 on January 11,
            2005).

      6.    The consent of the trustee required by Section 321(b) of the Act.
            (Exhibit 6 to Form T-1 filed with Registration Statement No.
            333-121948 on January 11, 2005).

      7.    A copy of the latest report of condition of the Trustee published
            pursuant to law or to the requirements of its supervising or
            examining authority (Exhibit 7 filed herewith).

                                     - 4 -


                                    SIGNATURE

      Pursuant to the requirements of the Act, the trustee, The Bank of New York
Trust Company, N.A., a banking association organized and existing under the laws
of the United States of America, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
The City of Dallas, and State of Texas, on the 29th day of September, 2005.

                                        THE BANK OF NEW YORK TRUST COMPANY, N.A.

                                        By:  /s/ PATRICK T GIORDANO
                                             ----------------------------------
                                        Name: Patrick T Giordano
                                        Title: Vice President

                                      - 5 -


                                                                       EXHIBIT 7

                       Consolidated Report of Condition of
                    THE BANK OF NEW YORK TRUST COMPANY, N.A.
            of 700 S. Flower Street, 2nd Floor, Los Angeles, CA 90017

      At the close of business June 30, 2005, published in accordance with
Federal regulatory authority instructions.



                                                                                Dollar Amounts
                                                                                 in Thousands
                                                                                --------------
                                                                             
ASSETS

Cash and balances due from
        depository institutions:
        Noninterest-bearing balances
         and currency and coin..................................................      6,951
        Interest-bearing balances...............................................          0
Securities:
        Held-to-maturity securities.............................................        121
        Available-for-sale securities...........................................     62,361
Federal funds sold and securities
        purchased under agreements to resell:
        Federal funds sold......................................................     28,000
        Securities purchased under agreements to resell.........................     84,000
Loans and lease financing receivables:
        Loans and leases held for sale..........................................          0
        Loans and leases,
         net of unearned income.................................................          0
        LESS: Allowance for loan and
         lease losses...........................................................          0
        Loans and leases, net of unearned
         income and allowance...................................................          0
Trading assets..................................................................          0
Premises and fixed assets (including capitalized leases)........................      4,387
Other real estate owned.........................................................          0
Investments in unconsolidated
         subsidiaries and associated
         companies..............................................................          0
Customers' liability to this bank
         on acceptances outstanding.............................................          0
Intangible assets:
   Goodwill.....................................................................    241,763
   Other Intangible Assets .....................................................     16,779
Other assets....................................................................     37,918
                                                                                   --------
Total assets....................................................................   $482,280
                                                                                   ========


                                     - 6 -



                                                                                
LIABILITIES

Deposits:
        In domestic offices.....................................................      3,291
        Noninterest - bearing...................................................      3,291
        Interest-bearing........................................................          0
Not applicable
Federal funds purchased and securities
        sold under agreements to repurchase:
        Federal funds purchased.................................................          0
        Securities sold under agreements to repurchase..........................          0
Trading liabilities.............................................................          0
Other borrowed money:
        (includes mortgage indebtedness
        and obligations under capitalized
        leases).................................................................     58,000
Not applicable
Bank's liability on acceptances
        executed and outstanding................................................          0
Subordinated notes and debentures...............................................          0
Other liabilities...............................................................     60,240
                                                                                   --------
Total liabilities...............................................................   $121,531
                                                                                   ========
Minority interest in consolidated subsidiaries..................................          0

EQUITY CAPITAL

Perpetual preferred stock and related surplus...................................          0
Common stock....................................................................      1,000
Surplus.........................................................................    294,125
Retained earnings...............................................................     65,668
Accumulated other comprehensive income..........................................        (44)
                                                                                   --------
Other equity capital components.................................................          0
Total equity capital............................................................   $360,749
                                                                                   --------
Total liabilities, minority interest, and equity capital........................   $482,280
                                                                                   ========


      I, Thomas J. Mastro, Comptroller 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.

      Thomas J. Mastro       )   Comptroller

      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.

      Richard G. Jackson     )

      Nicholas C. English    )   Directors

      Karen B. Shupenko      )

                                     - 7 -